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,Y--\' 
 
 i, '■' . * 
 
 OF 
 
 OF THE 
 
 ALBION 
 
 Works Comp 
 
 (IjIlsdilTElD.) 
 
 .'It*- 
 
 Inoorporated under the Companies' Aof, 
 
 VICTOBIA: 
 
 PRINTBD AT THX COLOKIST uVVJOK. 
 
 1883. ' :-- 
 
 Hitf 
 
 
^ 
 
 CoUectioih 
 
Articles of Association 
 
 OF THE 
 
 ALBION 
 
 Iron Works Company 
 
 ( XjIIvIITEJXD. ) 
 
 Incorporated under the Companies' Act, 1862. 
 
 VICTORIA: 
 
 PRINTED AT THK COLONIST C>mcB. 
 1883. 
 
 Archives 
 
 of 
 
 British Columbia 
 
 O'REILLY 
 COLLECTilON 
 
ARTICLES OF ASSOCIATION 
 
 — OF THE — 
 
 Albion Iron Works Comp'y, Limited 
 
 SHAHES. 
 
 1 If sevral persons are registere.l as joint hol.lers of any 
 share any one of such pers.,ns n.ay give effectual receipts tor 
 any ,Uvi<len.l payahle in respect of such shares. 
 
 2 Every u.c.nl^r shall, on payn.ent of fifty cents or such 
 less sun, as the CV.n.pany in general meeting may prcscnlK., 
 be entitle.1 to a certificate, un.ltr the connnon sea oi the Com- 
 pany, specifying the share or shares held by hnn, and the 
 amount paid up thereon. 
 
 :( If such certificate is worn out or lost, it may be-renewed 
 on payment of fifty cents, or such less sum as the Company 
 in general meeting may prescrihe. 
 
 CALLS ON SHARES. 
 4 The Directors may, from time to time, make such calls 
 upon the n,embers in respect of all monies unpaid on the.r 
 shares as they think fit, provided that twenty-one days notice 
 at least is given of each call; ami each member shall be lable to 
 pay the amount of calls so made to the persons and at the 
 time and places appointed by the Directors. 
 
 h A call shall be deemed to have been ma<le at the time 
 when the resolution of the Directors authorising such call wa- 
 passed. 
 
 If the call paval.le in respect of any share is not paid 
 before or on the day appointed for payment thereof, the holder 
 
for tlio time boin^ of such .sluiri' sliuP bo hable to pay interost 
 for the same at the rate of Ten per cent, per aniuini, from the 
 day appointed for tlie payment thereof, to tlie time of tlie 
 actual payment. 
 
 7. The Directors may, if they think fit, receive from any 
 member willing to advance the same, all or any part of tlie 
 monies due upon the shares held by him beyond the sum act- 
 ually called for, and upon the monies so paid in advance, 
 or so nmch thereof, as from time to time exceeds the amount 
 of the calls then made upon the shares in respc^ct of which such 
 advance has been made, the Company may pay interest at such 
 rate as the mend)er paying such sum in advance and the 
 Directors agree upon. 
 
 TRANSFERS OF SHARES. 
 
 8. Tlie instrument of transfer of any share in the Com[)any 
 shall be executed both by the transferor and transferee, and the 
 transferor .shall be deemed to remain a holder of such share 
 until the name of the transferee is entered in the register book 
 in respect thereof. 
 
 1). Shares in the Company shall l)e transferre<l in the follow- 
 ing form: — 
 
 " I, A. B., of , in consideration of the sum of 
 
 , paid to me by C. D., of , do hereby trans- 
 
 fer to the said C. D., the shares (or .share) numbered , stand- 
 ing in my name in the books of the " Albion Iron Works Com- 
 pany, 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 .shares 
 (or share) subject to the same conditions. As Witness our 
 hands, the day of 18 . 
 
 10. The Company may decline to register any transfer of 
 shares made by a member who is indebted to them. 
 
 11. The transfer books shall be closed during the fourteen 
 
I 
 
 
 • lays iiimi(Mliatoly preceding tlie ordinury ^eiicnil nut'tin^ in 
 each year. 
 
 TRANSMISSION OF SIIAIIKH. 
 
 12. Tlu' executors or administrators of a dec«*a.sed nieiidK'r 
 shall be tlie only persons rec()«^ni/A»d by the (\)nipany as hav- 
 ing any tith; to his .shariNS or share. 
 
 l.S. Any person becoming entitled to a share' in consecjui-nce 
 of the death, bankruptcy, or insolvency of any member, or in 
 conseipience of the marriage of any femaU^ member niay be 
 registered as a mend)er upon such evidence being profluced as 
 may from time to time be re([uired by the Company. 
 
 14. Any person who has become entitled to a share or 
 shares, in conse({uence of the death, bankruptcy, or insolvency 
 of any nunnber, or in consecpience of the marriage of any 
 female mend)er, may instead of being registered himself, elect 
 to have some person to be named by him registered as a trans- 
 feree of such share or shares. 
 
 15. The person .so becoming entitled shall testify such 
 election by executing to his nominee an in.strument of transfer 
 of such share or shares. 
 
 16. The instrument of transfer shall be presented to the 
 Company, accompanied with such evidence as the Directors 
 may reijuire to prove the title of the transferor, and thereupon 
 the Company .shall register the transferee as a mend)er. 
 
 FORFEITUUE OF SHARES. 
 
 17. If any member fails to pay any call on the day appoint- 
 ed for payment thereof, the Directors may at any time there- 
 after, during such time as the call remains unpaid, serve a 
 notice on him, requiring him to pay such call together with 
 interest and any expen.ses that may have accrued by reason 
 of such non-payment. 
 
 18. The notice shall name a further day on or before which 
 such call and all interest and expenses that have accrued by 
 
roason of Mich non-jmyiiK'Tit, nrr t«> lie paid. It sliall als«» 
 Datnc tlir |)liict' Nvlicn' paymnit is to )«' iiwulr, (tlu' place 
 MO iuuihmI Ik'Iiil' tlic rciristrrcd otlicj' of tlie Coinpaiiv, or sonic 
 otluT ])lacc at wliicli calls of tlic ( 'oiiipnny arc usually made 
 payaltlc). The notice shall also state that in the event of non- 
 pavmcnt at or hefore the time and at the place appointed the 
 share in respect of which such call was ma<le will he liahle to 
 he forfeited. 
 
 I!). If the re(|uisitions «)f any such notice as aforesaid are 
 n«)t complied with, any share or shares in respect of which 
 said notice has heen n'wou may at any time thereafter, before 
 payment of all calls interest and e.xpen.ses due in respect 
 thereof has heen made, l)e forfeited by a resolution of the 
 Directors to that eH'ect. 
 
 •JO. Any share so forfeite(l shall be deemed to be the pro- 
 perty of tlie (/ompany, and may be dispose(l of in such nuin- 
 ner as the Company in i^^'uc^ral meeting thinks tit. 
 
 21. Any nu'iiiber whost^ shares have been forfeited ]jall,not- 
 withstjUKliic'-, be liable to pay to the (N)mi)any all calls 
 «»win,L!; ujfon such shares at the time of the forfeiture. 
 
 22. A statutory <leelaration 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 nuvle, and that the 
 forfeiture of tlu^ share or shares was made by a resolution of 
 the Directors to that effect, shall be sufficient evidence of the 
 facts therein stated as against all persons entitled to such sliare 
 t»r shares, ami such declaration and the receipt of the Company 
 for the ))ricc of such share or shares, shall constitute a good 
 title to such share or shares, and a Certificate of Proprietor- 
 ship shall be delivx'red to the purchaser and thereupon he 
 shall be deemed the holder of such share or shares, discharijed 
 fr.>m all calls due prior to such purchase, and he shall not be 
 bound to .see to the application of the purcha.se money, nor 
 shall his title to such share be affected by any irregularity 
 in the proceedings in reference to such sale. 
 
INCUEASK IN TAIMTAL. 
 
 2.*}. The Dirt'ctor.s may, with tlu- sanction <>t" a special resolu- 
 tion of the Company })n'viously ^iven in ^^^eneral meeting, in- 
 crease its capital l»y the issue of new shares, such a;^;j;rei;ate 
 increase to he of sudi amount and to he divided into shares 
 of such resi)ective amounts as the Com|)any in general meet- 
 in<jf directs, or if no direction is <riven, as the directors think 
 expedient. 
 
 24. Suhiect to any direction to the cont' rv that mnv he 
 H;iven i<y th" leaetin*^ that sanctions the incrt^a.-e «;!* capital, 
 all new shares shall he oH'ered to i-he UKUnhers in proportion to 
 the existing shares held l)y them, anvi such otlei shall he made 
 hy notice, .specifyin;^ the munber of .shares to which the mem- 
 ber is entitled and limitin'^ a time within which the oder, if noi 
 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 dclines toacce[)t the 
 shares ottered, the J)irectors may di.spo.se of the same, in such 
 manner as they think most beneficial to the Company. 
 
 25. Any capital raised by the creation of ni'W shares shall 
 be considered as part of the original capital, and shall be sub- 
 ject to the same provisions with reference to thi^ payment of 
 calls and the forfeiture of shares on non-payment of calls, oi- 
 otherwise, as if it had been part of the original capital. 
 
 (iENERAL MEETINGS. 
 
 26. The first General Meeting shall be hel<J at such tinic, 
 not beinjx more than six months after the iC'^-istration of the 
 Company, and at such place as the Directors may determine. 
 
 27. 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 held on the first Monday in February in 
 evory year, at such place as may be determined by the 
 Directors. 
 
28. The above mentioned general meetings shall b(; called 
 Ordinary Meetings, all other general meetings shall be called 
 Extraordinary. 
 
 29. The Directors may, whenever they think fit, and they 
 shall up()n a requisition made in writing by not less than one- 
 Hfth in numb«!r of the members of the Company, convene an 
 •extraordinary General Meeting. 
 
 30. Any re(|iiisition made by the members shall express the 
 object (^f the meeting pro[)osed to be called, an<l shall l)e left 
 at the registered office of the Company. 
 
 .31. Upon the receipt of such re(iuisition the Directors shall 
 forthwith proceed to convene an Extraordinary General Meet- 
 ing. If they do not proceed to convene the same within 
 twenty-(me days from the date of the re(]uisition, the re- 
 (juisitionists or any other members, amounting to the required 
 number may, themselves, convene an Extraordinary General 
 Meeting. 
 
 PROCEEDINGS AT GENERAL MEETINGS. 
 
 32. Seven days' notice at the (least, specifying the place, the 
 •lay and the hour of meeting, and in case of special lousiness the 
 general nature of such business, shall be given to the members 
 in manner hereinafter mentioned, or in such other manner, if 
 any, as may be prescribed by the Company in gen(;ral meet- 
 ing; but the non-receipt of such notice by any Member shall 
 not invalidate the proceedings at any General Meeting. 
 
 /• 33, 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 tlie accounts, balance sheets, and the 
 ordinary report of the Directors. 
 
 34. No business shall be transacted at any general meeting 
 except the declaration of a dividend, unless a quorum of mem- 
 bers is present at the time when the meeting proceeds to busi- 
 ness; and such quorum shall be ascertained as follows, that is 
 
to say: if tlie })ers()ns who Imve taken shares in the Conipnay 
 at the time of the meeting, do not exceed ten ir number, the 
 quorum shall be five; if they exceed ten, there shall be added 
 to the above quorum, one for every five additional members up 
 to fifty, and one for every ten additional members after fifty 
 with this limitation that no quorum shall in any case exceed 
 twenty. 
 
 85. If, within one hour fnmi the time appointed for the 
 meeting a quorum is not present, the meeting if convened up- 
 on the re(|uisition 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 ([uorum is not present it shall be adjourned nhte die. 
 
 .'i6. The President (if any) of the Board of Directors shall 
 preside as Chairman at every general meeting of the Compan} . 
 
 1)7. If there is no such President, or if at any meeting he is 
 not present within fifteen minutes after the time appointed 
 for holding the meeting, the Vice President, if present, shall 
 preside, and if neither President or Vice President be present, 
 the members present shall choose some one of their number 
 lo be Chairman. 
 
 g- 
 
 38. The Chairman may, with the consent of the meetin 
 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 unfinshed at the meeting 
 from which the adjournment took place. 
 
 39. At any General Meeting, unless a poll is demanded by 
 at leas\. five members, a declaration by the Chairman that a re- 
 solution has been carried and an entry to that effect on the 
 book of proceedings of the Company shall be sufficient evid- 
 ence of the fact, without proof of the nuraVier or proportion 
 of jhe votes recorded in favor of or against such resolution. 
 
 40. If a poll is demanded by five or more members, it shall 
 b6 taken in such manner as the Chairman directs, and the re- 
 
10 
 
 suit of HiK'h i)oll sliaM Ito (IlhiikhI to bu the resolution of the 
 (Joinpany in general ineetinLr. In the ease of an efjuality of 
 votes at any (Jeneral Meeting tluj ( 'hainnan shall be entitled to 
 a second or castinor vote. 
 
 VOTES OF MEMHEHS. 
 
 41. Every member shall have one vote for every share uj) 
 to ten; he shall have an a<Mitional vote for every hve shares 
 ix'yond the first ten shares nj) to one; hundred, and an addition- 
 al vote for every ten shares beyond the tirst hundred shares. 
 
 42. If any member is a lunatic or idiot he may vote by his 
 committee, curator bonis, or other legal curator. 
 
 4.'}. If one or more persons are jointly entitled to a share or 
 shares, the member whose name stands first in the register of 
 fuembers as one of the hohlers of such share or shares, and no 
 other shall be entitled to vote in respect of the .same. 
 
 44. 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 t«) vote in respect of any share that 
 he has acquired l)y transfer, at anj^ meeting held after the ex- 
 piration of three months from the registration of the Compan}' 
 unless he has been possessed of the share or shares in respect 
 of which he claims to vote for at least three months previous- 
 ly to the time of holding the meeting at which he proposes to 
 vote. 
 
 45, Votes may be given either personally or by proxy. 
 
 4r>. The instrument appointing a proxy shall be in writing, 
 iinder the hand of the appointor, or if the appointor is a cor- 
 |)oration, under their common seal, and shall be attested by 
 one or more witness or witnesses. No person shall be appointed 
 a proxy wl is not a memberof the Company. 
 
 47. The instrument appointing a proxy shall be deposited 
 at the registered office of the Company immediately before 
 the time for holding the meeting at which the person named 
 
11 
 
 ill such instniineut proposes to vote, but no iustrunicnt ap 
 p )inting a proxy shall be valid after the expiration oF twelve 
 months' from the <late of its execution. 
 
 4S. Any instrujnent appointini^ a prt)xy sliall Ik' in the fol 
 lowin<; form : 
 
 Albion Iron Works (yompany, Limited. 
 
 1, A. B., of , in the Province of British Columbia 
 
 bein!L( a member of the Albicm Iron Works (\)mpany, Limited 
 and entitled to vote or votes hereby appoint 
 
 C. D.,of as my proxy, to vote for me and on my 
 
 behalf at th«' (ordinary or extraonlinary as case may be* 
 Ljeneral meetin;^ of the (V)!npany t«) be heM on the 
 day of l(S ami at any adjournment thereof (or 
 
 at any meetinjj; of the Company that may be held in tin- 
 year). As witness my hand this day of LS 
 
 Signed by the said in the presence of 
 
 iJlUECTOIiS. 
 
 49. The number of the Directors an<l the names of the first 
 Directors shall be determine<l by the subscribers of the Mem- 
 orandum of Association. 
 
 50. Mo person shall be eligible for the office of Director of 
 the Company, except he be the holder of fifty shares in the 
 stock of the Company. 
 
 5L The future remuneration of the Directors ami their re- 
 muneration for services performed previously to the first gen- 
 eral meeting shall be determined by the Company in general 
 meeting. 
 
 POWERS OF DIRECTORS. 
 
 52. The business of the Company shall be managed by the 
 Directors wh may 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 Company's Act, 
 IH62, or by these articles required to be exercised by the Com- 
 
 / 
 
12 
 
 pany in general meeting, .subject nevertheless to any regula- 
 tions of these articles to the provisions of the Company's Act, 
 1862 and to such ref'ulations beinjj not 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 reg- 
 tdation had not been made. 
 
 53. The continuing Directors may act notwithstanding any 
 vacancy in their body. 
 
 DISQUALIFICATION OB' DIREC^TORS. 
 
 54. The office of Director shall be vacated : 
 
 If he holds any other office or place of profit under the 
 Company. 
 
 If he become bankrupt or insolvent. 
 
 If he is concerned in or participate in the profits of any con- 
 tract with the Company. 
 
 But the above rules shall be subject to the following ex- 
 ceptions: That no Director shall vacate his office by reason of 
 his being a member of any Company which has entered into 
 contracts with or done any work for the Company of which 
 he is Director; nevertheless, he shall not vote in respect of 
 such contract or work, and if he does so vote his vote shall 
 not be counted. 
 
 ROTATION OF DIRECTORS. 
 
 55. At the first ordinary meeting after the registration of 
 the Company, the whole of the Directors shall retire from 
 office ; and at the first ordinary meeting in every subsequent 
 year one-third of the Directors for the time being, or if their 
 number is not a multiple of three then the number nearest to 
 onei/hird shall retire from office. 
 
 56. The one-third or other nearest number to retire during 
 the first and second years ensuing the first ordinary meeting 
 
 A 
 
 I'll 
 
18 
 
 of the Company, shall, unless the Directors agree among 
 themselves, be determined by ballot. In every subsecjueut 
 year the one-third or other nearest niiml)er who have bt^'u 
 longest in the office shall retire. 
 
 o7. A retiring ])irector shall be re-eligible. 
 
 58. The Company at the General Meeting at which any Di- 
 rectors 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 an- 
 not filled up, the meeting shall stan<i adjournal till the Hame 
 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 c(mtinue in office 
 until the ordinary meeting in the next year, and .so on from 
 time to time until their places are filled up. 
 
 60. The Company may, from time to time, in General Meet- 
 ing increase or reduce the number of Directors and may also 
 determine in what rotation such increased or reduce<l number 
 is to ' oi!i ' of office. 
 
 61. Any casual vacancy occurring in the Board of Directors 
 may be tilled 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 res- 
 olution 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. 
 
14 
 
 PROCEEDINGS OF IHRECTORS. 
 
 (i-i. Tlu* Director.s may meet togetlier for the despatch of 
 I Misiiiess, adjourn, and otherwise regidate their meetings as they 
 think fit,, and determine the ([uoriim necessary for thi; trans- 
 aeiicm of ])usiness. Uuestions arisin<^ at any meetin<r shall be 
 decided by a majority of votes; in case of an equality of votes 
 the ('liairmau shall have a second or castino* vote. Two 
 Directors may at any time summon a me<'ting of Directors. 
 
 ()4. The Directors may elect a President and Vice-President 
 and dct(!rmine the period for which they shall respectively 
 hold office. Such President, and in his absence such Vice- 
 President, shall act as C'hairman of their meetings, but if no 
 such President or Vice-President be elected, or if at any meet- 
 ing neither the President or Vice-President is present at 
 the time appointed for holding the same, the Directors present 
 shall choose some one of their nund>er to be Chairman of such 
 meetini;. 
 
 65. The Directors may delegate any of their powers to Com- 
 mittees consisting of such member or members of their body 
 as they think tit; any Committee so formed shall in the ex- 
 ercises of the powers so delegated, conform to any regulations 
 that may be imposed upon them by the Directors. 
 
 ()(). A Committee may elect a Chairman of their meetings 
 if no such Chairman is ele(;ted, 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 
 meetinof. 
 
 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 
 any equality of votes the Chairman shall 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 Director, 
 
IS 
 
 shall, not\vitli.staiKiin;:»- tluit it Ir' afterwards discovonMl that 
 there was some defect in the a})})()intnient of any such I)irect<»rs 
 or persons actinjr as aforesaid, or that they or any of them w<«re 
 dis(|iialitied, he as valid as if every such person had heen 
 duly appointed and was (pialilied to he a Din^ctor. 
 
 DIVIDENDS. 
 
 (iJ). The Directors may, with the sanction of the ('ompany 
 in General Meeting", declare a divitlend to he ])aid to th<^ nu^m- 
 hers in proportion to their shares. 
 
 70. No dividend sliall he payable except out of the profits 
 H vising from the husiness of the Company. 
 
 71. The Directors may, before recommending any divid<'n«l. 
 set aside out of the profits of the Company such sum as they 
 think proper as a reserved fund to meet contingencies, or 
 for equalizing <lividen<ls, or for repairing or maintaining the 
 works connected with the business of the Company or any 
 })art thereof, and the Directors may invest the sum so set 
 apart as a reserved fund upon such securities as they niay 
 select. 
 
 72. The Directors may <leduct the dividends payable to any 
 member all such sums <»f 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 hereinaft(;r men- 
 tioned, and all dividends unclaimed for three years after 
 having been declared may be forfeited by the Directors tor 
 the benefit of the Company. 
 
 74. No dividend shall bear interest as against the C-ompany. 
 
 A( COUNTS. 
 
 75. 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 Com- 
 pany, and the matter in respect of which such receipt and ex- 
 
18 
 
 penditure takes place and of tlie credits and liabilities of tlie 
 (company. 
 
 Tlie books of account shall be 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 im- 
 pose<l by th«i ('ompany in General Meeting; shall be open to 
 the inspection of the members during the hours of business. 
 
 76. Once at least in every ycfir the Pirectors shall lay be- 
 fore tlie Company in General Meeting a statement of the in- 
 co).»e and expenditure for the past year, made up to a date not 
 more than three months before such meeting. 
 
 77. The statement so made up shall shew, 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 year's 
 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 ad- 
 dition 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 every 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 this table, or as near thereto as circumstances 
 admit 
 
 AUDITS. 
 
 79. Once at the least in every year the accounts of the Com- 
 pany shall be examined and the correctness of the balance 
 sheet ascertained by one or more auditor or auditors. 
 
17 
 
 SO TlR. first aii.litors sluill Ih- '.iV^nuMrd Uy tlu> I)in.(.t..rs. 
 suLscqurnt auditors slwvll hv ai.i.ointc.l hy th. Omipany ... 
 (it'iicral Mooting. 
 
 SI. If oi.o a.Klitor only is ai>i.oi..to.l a\\ tl.o provisio..s l.r.vin 
 n»ntaino.l rclati..g to anait...-s sluill apply to 1...... 
 
 S-> Tlio an.lito.-s ...av l.o ,no.,.l.»M-s of tl.o i\n^^\^imy, la.t no 
 person is rlioil.lo as a., mi-litor who is i.ito.ostnl otl.orw.so 
 tl.a.i as a uwmU.v \n a..y tra.isactio.. of tl.o (\)n.pa..y, an.l ..o 
 Diivctor <.r oth.'r officor of ll.o (^^.lpa..y is oli-.hle .lurni- Ins 
 continuance in otHcc. 
 
 Hll Tl.c election of au.litors sIimII l.c ...a.lc W tl.»' (^..npa..y 
 at tl.oir ordinary meeting in each year. 
 
 S4 The ren.uneration of the Hrst auditors shall l- fixed hy 
 the Directors, that of s.ihsecpient auditors shall be l.xed hy 
 the CNniipany in ( Jeneral Meeting. 
 
 S5. Anv au<litor shall he re-eligihle on his <iuitting office. 
 
 8(i. If any easual vacancy occurs in the office of any a.jditor 
 
 appointee] hy the Con.pany the Direct.>rs shall forthw.th ...11 
 
 an'extraordinary General Meeting for the purpose of supply- 
 
 ing the same. 
 
 87 Every auditor will he supplied with a (-(^py of the 
 balance sh'eet, and it shall he his duty to examine the san.e 
 with the accounts ami vouchers relating thereto. 
 
 88 Eyery auditor shall have a list) delivere.l to hi... of all 
 books kept hy the Company, and shall at all reasonable tinies 
 have access to the books and accounts of the Compa.iy. he 
 may at the expense of the Company employ accountants or 
 other persons to assist him in investigating such accounts, an. I 
 he may in relation to such accounts examine the Directors or 
 or any other officer of the Company. 
 
 89 The au.litors shall make a reporc to the members upon 
 the balance sheet and accounts, and in every such report they 
 shall state whether in their opinion the balance sheet is a lull 
 
18 
 
 und fair lialance slicct, coiitainliii,' tln' particulars rcquircfl hy 
 fclu's<; r('<,nilati«)ns an<l projx'rly drawn up .s(» as to oxliiltit a 
 true and correct view of tlic state of the ('on4)any's affairs, 
 and in ease tliev have called for ex])lanations or information 
 from the Directors, whether such ex))lanation or information 
 liave been <dven hv the Directors and whether thev luive 
 heen satisfactory, and such report shall Ite read together witli 
 the re})(>rt of the Directors at the ordinary meeting. 
 
 NOTICKS. 
 
 90. A notice may he serve<l by the Company upon any 
 member either personally or by sending it through the post 
 in a pre-paid letter addressed to such member at his registered 
 place of abode. 
 
 91. All notices (lirecte<l to b given to the niend)ers, 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. 
 
 92. Any notice, if served by post, shall l)e 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 
 in the post office. 
 
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