#, IMAGE EVALUATION TEST TARGET (MT-3) 1.0 1.1 11.25 bi|21 12.5 III u |£o 12.0 K& J^r ^^ /; '^^^- "" ^»>.^ ^ CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Instituta for Historical IMicroraproductions Inatitut Canadian da microraproductions hittoriquas 1960 Technical Notes / Notes techniques The institute has ettempted to obtain the best original copy available for filming. Physical features of this copy which may alter any of the imagee in the reproduction are checked below. L'Instltut a microfilm* le meilleur exemplaire qu'il lul a §tk possible de se procurer. Certains difauts susceptlbies de nuire A la quallt* de la reproduction sont not*s cl-dessous. 1^ Coloured covers/ Couvertures de couleur D Coloured pages/ Pages de couleur Coloured maps/ Cartes gAographiques en couleur Pages discoloured, stained or foxed/ Pages dicoiorAes, tachettes ou piquAes Tight binding (may cause shadows or distortion along interior margin)/ Reliure serrA (peut causer de I'ombre ou de la distortion le long de la marge intArieure) D D D Coloured plates/ Planches en couleur Show through/ Transparence Pages damaged/ Pages endommagies D Additional comments/ Commentaires supplAmentaires Bibliographic Notes / Notes bibiiographiques D Only edition available/ Seule Edition disponlble D Pagination incorrect/ Erreurs de pegination n Bound with other material/ ReilA evec d'autres documents □ Pages missing/ Des pages manquent n Cover title missing/ Le titrc de couverture manque D Maps missing/ Des cartes gAographiques manquent D Plates missing/ Des plonches manquent Additional commenM/ Commentaires suppiimentalres Blank Imvm added during rattoration may appaar within tha taxt Whanavar poMibIa, thaaa hava baan omittad from filming. Th« images appearing here ara tha bast quality possibia considaring tha condition and lagibiiity of tha original copy and in kaaping with tha filming contract spacifications. Las images suivantas ont At^ reproduitas avac la plus grand soin, compta tenu de la condition at da ia nattetA de i'exemplaira filmA, et en conformiti avec las conditions du contrat da flimage. The last recorded frame on each microfiche ahail contain tha symbol -^> (meaning CONTINUED"), or the symbol V (meaning "END"), whichever applies. Un dee symboles suivants apparattra sur ia dar- nlAra image de cheque microfiche, seion le cas: la symbols — ► signifie "A SUIVRE", ie symbols y signifie "FIN". The original copy was borrowed from, end filmed with, the Icind consent of the following iniJtution: Library of the Public Archives of Canada IMaps or plates too large to be entirely included in one exposure are riimed beginning in tlie upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: L'exemplaire filmA fut reproduit grAce k le gAnArositA de i'itabiissement prAteur suivant : La bibiiothAque des Archivss pubiiques du Canada Las cartes ou ies planches trop grandes pour Atra raproduites an un seul ciichA sont fiimAes A partir de I'angie supArieure gauche, de gauche A droite et de haut en bas, an prenant le nombre d'imagas nAcesseire. Le diagramme suivant iliustre ia mAthode : 1 2 3 1 2 3 4 5 6 The Crow's Nest Pass Coal" Company, Limited, ^*««« P»t«nt Incotpofrtb^ Company, ^*V^*ai*a»arY Lettew Patent, BY-LAWS, Ltote *.w ?»»i^'.<.^... ^^wi,^rt..M;^, , I, ., ■■»>M> iitftiM#iiniiii - | | i i aj| nir ii mr i r The Crow's Nest Pass Coal Company Limited. DIRECTORS: 1899^1900. Hon. GEO. A. COX, - - President, - - - Toronto. ROBERT JAFFRAY, - - { Ji^^Jj^f ^JStT"' ' T— ' H. M. PELLATT, - ^ . 2nd Vice-President, - Toronto. WILLIAM FERNIE, - - - Land Commissioner, - - Fernie, B.C. J. A. GEMMILL, ... Secretary, ... OTTAWA. EDWIN HANSON, .... Montreal. WILLIAM HANSON, .... Montreal. S. FINLEY, Montreal. D. MORRICE, Montreal. J. D. CHIPMAN, St. Stephen, N.B. J. W. FLAVELLE, Toronto. THOMAS WALMSLEY, - - - Toronto. ELIAS ROGERS, Toronto. One Vacancy. TREASURER : E. R. WOOD, Toronto. DIRECTORS: 1897-8. LiEUT.-CoL. Hon. JAS. BAKER, - Hon. GEO. A. COX, - EDWIN HANSON, WILLIAM HANSON, - J. A. GEMMILL, . . . - President^ - Vice-President, Treasurer, Managing Director, Secretary, Victoria, B.C. Toronto. Montreal. Montreal. Ottawa. DIRECTORS: 1898-9. Lieut.-Col. Hon. JAS. BAKER, Hon. GEO. A. COX, - EDWIN HANSON, WILLIAM HANSON, - J. A. GEMMILL, - WILLIAM FERNIE, - President, - Vice-President, Treasurer, - Managing Director, - Secretary, - Land Commissioner, Victoria, B.C. Toronto. Montreal. Montreal. Ottawa. Fernie, B.C. JOHN D. CHIPMAN, - LiEUT.-CoL. Hon. E. G. PRIOR, ROBERT JAFFRAY, - S. FINLEY, ... - DAVID MORRICE, St. Stephen, N.B. Victoria, B.C. Toronto. Montreal. Montreal. Letters Patent, INCORPORATING THE COMPANY. John J. McGeb, Deputy Governor. (seal) CANADA. Victoria, by the Grace of God, of the United E. L, Newcombe, Kingdom of Great Britain and Ireland, Deputy of the ' QuEEN, Defender of the Faith, etc., etc. Minister of Justice, Canada. rw, it Fo all to whom these presents shall come^ or whom the same may in any wise concern, Greeting : WHEREAS in and by the Revised Statutes of Canada, Chapter 119, and known as "The Companies Act," it is amongst other things, in effect enacted, that the Governor in Council may, by Letters Patent, under the Great Seal, grant a Charter to any number of persons, not less than five, who petition therefor, constituting such persons, and others who thereafter become shareholders in the Company thereby created, a Body Corporate and Politic for any of the purposes or objects to which the Legislative Authority of the Parliament of Canada extends, except the construction and working of Railways or the business of Banking, and the issue of paper money or the business of Insurance, upon the applicants therefor establishing to the satisfaction of the Secretary of State, or of such other officer as may be charged by the Governor in Council to report thereon, due compliance with the several conditions and terms in and by the said Act set forth, and thereby made conditions precedent to the granting of such Charter. AND WHEREAS Archie Foster May, Barrister-at-Law, and Shirley Ogilvie, Vice-President of the Ogilvie Milling Company, both of the City of Ottawa, in the Province of Ontario; James Playfair, of the Town of Midland, in the said Province of Ontario, Lumber Manufacturer; and Herbert Edward Smith, Cashier; and Oswald Muir Sharp, Clerk, of the City of Montreal, in the Province of Quebec, in Our Dominion of Canada, have petitioned for a Charter wmm under the said Act, constituting them and such others as may become shareholders in the Company thereby created, a Body Corporate and Politic, under the name of The Kootenay Coal Company, Limited, for the purposes hereinafter mentioned, and have satisfactorily established the sufficiency of all proceedings requited by the said Act to be taken, and the truth of all facts required to be established previous to granting of such Letters Patent. NOW KNOW YE that, by and with the advice of Our Privy Council for Canada, and under the authority of the hereinbefore in part recited Act, and of any other power and authority whatso- ever in Us vested in this behalf. We DO, by these Our Letters Patent, constitute the said Archie Foster May, Shirley Ogilvie, James Play- fair, Herbert Edward Smith and Oswald Muir Sharp, and all others who may become shareholders in the said Company, a Body Corporate and Politic, by the name of The Kootenay Coal Company, Limited, with all the rights and powers given by the said Act, and for the following purposes, namely : («). To mine and extract coal and produce petroleum in the Dominion of Canada, and generally to carry on the trade or business of colliery proprietors, oil producers and refiners, miners and mineral engineers in all their branches. (b). To search for, get, work, quarry, raise, make merchantable, produce, mill, smelt and reduce coal, coke, lignite, sandstone, fire- clay, iron, gold, silver, copper and other minerals. (c). To make fire-bricks and manufacture gas and other products from coal, the product of the Company's mines. {d). To manufacture timber, saw-logs and sawn lumber upon any mining lands required or owned by the Compaiiy within the District of East Kootenay. (e). To build, acquire, own, charter or lease, navigate and use steam and other vessels for the purposes of the Company. (/). To build, construct and maintain all necessary wharves and warehouses, piers and docks, and to make, build, provide and carry on, use and work tramways and ropeways to be operated by steam, electric or other power ; to build, construct and maintain reservoirs, aqueducts, canals, dams, water powers and other work necessary or convenient for the objects of the Company, and to contribute to the expenses of constructing, maintaining, improving and using of any such works. (g). To acquire and utilize water power for the purpose of compressing air or generating electricity for lighting, heating and motor purposes in connection with the buildings, tramways and other works of the Company ; with authority to sell or other- wise dispose of surplus electricity or power generated by the Company's works. (h). To purchase or otherwise acquire shares, debentures and securities of other similar Companies, as the consideration for goods, wares or merchandise sold to such similar Companies in the ordinary course of business. (»). To purchase or otherwise acquire any Letters Patent, rights or privileges in connection with the business of the Company, and any licenses to use and work the same, and to sell or lease any patent or patents acquired by them, or any right of selling, using or manufacturing thereunder respectively. Provided that nothing herein contained shall be construed to interfere any private rights, or to confer on the said Company the right of building bridges, piers or works over any navigable river in Canada without the consent of the Governor in Council. The place within the Dominion of Canada which is to be the chief place of business of the said Company, is the City of Montreal, in the Province of Quebec. The capital stock of the said Company shall be one million five hundred thousand dollars, divided into sixty thousand shares of twenty-five dollars each, subject to the increase of such capital stock under the provisions of the said Act. That the said Archie Foster May, Shirley Ogilvie, James Playfair, Herbert Edward Smith and Oswald Muir Sharp are to be the first or Provisional Directors of the said Company. PROVIDED ALWAYS that nothing in these presents, expressed or contained, shall be taken to authorize the construction or working of Railways, or the business of Banking, and the issue of paper money, or the business of Insurance by the said Company. IN TESTIMONY WHEREOF We have caused these. Our Letters, to be made patent, and the Great Seal of Canada to be hereunto affixed. WITNESS: John Joseph McGee, Esquire, Deputy of Our Right Trusty and Right Well Beloved Cousin and Council- lor, The Right Honourable Sir John Campbell Hamilton Gordon, Earl of Aberdeen, Viscount Formartine, Baron Haddo, Methlic, Tarves and Kellie in the Peerage of Scotland, Viscount Gordon of Aberdeen, County of Aberdeen, in the Peerage of the United King- dom, Baronet of Nova Scotia, Knight Grand Cross of Our Most Distinguished Order ot Saint Michael and Saint George, etc., etc., Governor General of Canada. AT OUR GOVERNMENT HOUSE, in Our City of Ottawa, a this Fifteenth day of April, in the year of our Lord, one thousand eight hundred and ninely-seven, and in the sixtieth year of Our Reign. BY COMMAND, JOSEPH POPE, Utider Secretary of State. Supplementary Letters Patent. CHANGING NAME OF COMPANY. John J. McGee, Deputy Governor, (seal) CANADA. Victoria, by the Grace of God, of the United Kingdom of Great Britain and Ireland, iSepTity'ofthe'"""' QuEEN, Defender of the Faith, etc., etc. Minister nf To all to whom these presents shall come^ or whom the same may in any wise concern, E. L. Newcombb, Deputy of the Minister nf Justice, Canada, Greeting : WHEREAS The Kootenay Coal Company, Limited, a Company duly incorporated under the provisions of "The Com- panies Act" have applied by petition to the Governor General in Council for the issue of Supplementary Letters Patent under the provisions of "The Companies Act" changing the corporate name of the said Company from that of The Kootenay Coal Company, Limitkd, to that of The Crow's Nest Pass Coal Company, Limited, and have satisfactorily established the sufficiency of all proceedings required by the said act to be taken, and the truth of all facts required to be established previous to the granting of such Supplementary Letters Patent. NOW KNOW YE that We by and with the advice of our Privy Council for Canada, and under and by virtue of the powers vested in Us by the said act, and of any other powers or authority what- ever in Us vested in this behalf, do by these Our Supplementary Letters Patent change the corporate name of the said Company from that of The Kootenay Coal Company, Limited, to that of The Crow's Nest Pass Coal Company, Limited, and the same is hereby changed accordingly. IN TESTIMONY WHEREOF we have caused these Our Letters to be made Patent and the Great Seal of Canada to be hereunto affixed. WITNESS: John Joseph McGee, Esq., Deputy of Our Right Trusty and Right Well Beloved Cousin and Councillor The Right Honourable Sir John Campbell Hamilton Gordon, Earl of Aber- deen, Viscount Formartine, Baron Haddo, Methlic, Tarves and Kellie in the Peerage of Scotland, Viscount Gordon of Aberdeen, County of Aberdeen in the Peerage of the United Kingdom, Baronet of Nova Scotia, Knight Grand Cross of Our Most Dis- tinguished Order of Saint Michael and Saint George, etc., etc., Govenor General of Canada. AT OUR GOVERNMENT HOUSE in Our City of Ottawa, this Twentieth day of October in the year of our Lord, one thousand eight hundred and ninety-seven and in the sixty-first year of Our Reign. BY command, JOSEPH POPE, Under Secretary of State. Supplementary Letters Patent, INCREASING THE CAPITAL STOCK OF THE COMPANY. John J. McGee, Deputy Governor, (seal) CANADA. Victoria, by the Grace of God, of the United Kingdom of Great Britain and Ireland, De^u'ty of the" "'" QuEEN, Defender of the Faith, etc., etc. Minister of To all to •whom, these presents shall come, or whom the same may in any wise concern^ A. Power, for the Deputy of the Minister of Justice, Canada. Greeting : WHEREAS the Directors of The Crow's Nest Pass Coal Company, Limited, a Company duly incorporated under the pro- visions of "The Companies Act," have applied by petition to the Governor General through the Secretary of State for Canada for the issue of Supplementary Letters Patent under the provisions of "The Companies Act," confirming a by-law of the said Company passed on the twenty-eighth day of January, in the year of our Lord one thousand eight hundred and ninety-nine, !ind duly approved by the votes of shareholders representing at least two-thirds in value of all the subscribed stock of the Company, at a Special General Meeting of the Company duly called for considering the same, and held at the City of Montreal on the third day of March, in the year of our Lord one thousand eight hundred and ninety-nine, increasing the capital stock of the said Company to the sum of two million dollars, such increase to consist of twenty thousand shares of twenty-five dollars each, and have satisfactorily established the sufficiency of all proceedings by the said Act required to be taken, and the truth of all facts required to be established previous to the granting of such Supplementary Letters Patent. NOW KNOW YE that We, by and with the advice of Our Privy Council for Canada, and under and by virtue of the power vested in Us by the said Act, and of any other power of authority whatever in Us vested in this behalf, do, by these our Supple- II mentary Letters Patent, confirm the said by-law of the said The Crow's Nest Pass Coal Company, Limited, passed on the said twenty-eighth day of January, in the year of Our Lord one thousand eight hundred and ninety-nine, and duly approved as aforesaid, increasing the capital stock of the said Company to the sum of two million dollars, being an addition of twenty thousand shares to the present capital stock of the said Company ; said increase in the capital stock to be divided into twenty thousand shares of twenty- five dollars each. IN TESTIMONY WHEREOF We have caused these Our Let- ters to be made Paten i:, and the Great Seal of Canada to be hereunto afiixed. WITNESS : John Joseph McGee, Esquire, Deputy of Our Right Trusty and Right Well Beloved Cousin, The Right Honourable Sir Gilbert John Elliot Murray-Kynnymond, Earl of Minto and Viscount Melgund, of Melgund, County of Forfar, in the Peerage of the United Kingdom, Baron Minto, of Minto, County of Rox- burgh, in the Peerage of Great Britain, Baronet of Nova Scotia, Knight Grand Cross of Our Most Distinguished Order of Saint Michael and Saint George, etc., etc.. Governor General of Canada. AT OUR GOVERNMENT HOUSE in Our City of Ottawa, this Twenty-first day of March, in the year of our Lord one thousand eight hundred and ninety-nine, and in the sixty-second year of Our Reign. BY COMMAND, JOSEPH POPE, Under Secretary of State. BY-LAWS OF THE Crow's Nest Pass Coal Company Limited, As Amended and Adopted March ^rd, i8gg. Whereas the Directors of the Crow's Nest Pass Coal Company, Limited, deem it expedient to adopt the following By-laws for regulating the affairs of the Company : Now, therefore, be it enacted, and it is hereby enacted — ANNUAL AND SPECIAL MEETINGS. 1. That the Annual Meeting of the Shareholders shall be held at the Head Office of the Company on the first Friday in March in each year, at the hour of 2.30 o'clock in the afternoon, to receive the report of the Directors for the past year, to elect Directors for the ensuing year, and for all other general purposes relating to the management of the Company. 2. If for any cause the Annual Meeting of the Shareholders shall not be held on the day herem appointed, the Directors shall call a Special General Meeting, to be held within one month, for the transaction of the business of the Annual Meeting. 3. At every Annual Meeting shall be submitted a report or reports of the Directors and of the Auditors, giving to the Shareholders a statement of the affairs of the Company for the year ended on the 31st day of December previous. *4 4. Special General Meetings of the Shareholders may be ':aridd whenever the Directors may deem expedient, and it shall be the duty of the Directors to call a Special General Meeting of the Shareholders whenever required so to do, in writing, by a requi- sition signed by the holders of one-fourth of the subscribed capital stock of the Company, for the transaction of such business as shall be specified in such requisition nnd in the notice calling the meeting. Such requisition may consist of several documents in like form, each signed by one or more of the requisitionists. 5. Notice of the time and place for the holding of the Annual or a Special General Meeting of the Company shall be given by the Secretary by circular addressed and mailed to each Shareholder at least twenty-one days before the day appointed for such meeting to be held. Such notice may be in general terms, but if the meet- ing be a Special General Meeting then such notice shall contain a statement of the purpose for which such meeting is to be held. 6. The non-receipt by any Shareholder of notice calling a meeting shall not invalidate the proceedings thereat. 7. No business shall be transacted at any meeting unless five members at the least are present in person or by proxy at the com- mencement of such business. 8. If within one hour from the time appointed the required num- ber of Shareholders are not present, the meeting, if convened upon the requisition of Shareholders, shall be dissolved. In any other case it shall be adjourned one week for the same time and place, and the Shareholders then present (though they may not amount to a quorum) shall proceed to the business for which the meeting was called. 9. Any Annual or Special General Meeting of the Shareholders or Directors may be adjourned from time to time, and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which the ad- journment took place. 10. The President of the Company, or in his absence, or if he declines to take the chair or retires from the chair, one of the Vice- Presidents shall be entitled to take the chair at every meeting of the »5 Shareholders. If the President or Vice-Presidents be not present at such meeting, the Shareholders present may choose one of their number to act as Chairman. 11. The proceedings of all meetings of the Shareholders, Directors and Committees shall be entered in a Minute Book in detail as may be ordered by the Directors from time to time ; such entries to be signed by the President, or, in his absence, by one of the Vice-Presidents or Chairman, as well as by the Secretary, after confirmation at a subsequent meeting. 12. Except where otherwise provided by " The Companies Act " all questions at the Annual or Special General Meetings of the Company shall be decided by a majority in value of the Share- holders either in person or represented at the meeting by some other Shareholder as proxy; and in case the number of votes is equal, the Chairman shall have a deciding or casting vote in addition to his vote as a Shareholder. 13. At all meetings of the Shareholders each Shareholder shall be entitled to as many votes as he holds shares in the Company. 14. No Shareholder shall be entitled to vote or take part at any meeting unless all calls due from him have been paid. 15. Every instrument of proxy for an Annual or Special General Meeting may be in the form or in the effect following : THE crow's nest PASS COAL COMPANY, LIMITED. I, the undersigned of in the County of a Shareholder in the capital stock of The Crow's Nest Pass Coal Company, Limited, do hereby appoint of ; whom failing of to be my proxy to vote and act for me and on my behalf at the Annual, (or Special) General Meeting of the Company which is to be held on the day of A. D. 189 . . and at every adjournment thereof and at every poll which may respectively take place in consequence thereof. Dated this day of A.D. 189. . Signed by the said In presence of . . . . i6 ELECTION OF DIRECTORS. 1 6. When any Shareholder present at the Annual Meeting of the Shareholders shall demand that the election of Directors shall be by ballot, such demand shall be recorded in the Minutes, and thereupon the election of Directors shall be by ballot taken in the manner following : The Shareholders shall first appoint two of their number to act as Scrutineers, who shall receive the ballots. Each Shareholder voting shall write the names of the persons for whom he votes upon the ballot paper, and after folding the same, shall deliver it to the Scrutineers, who shall write on the ballot paper the number of votes represented by such Shareholder. The poll shall remain open until five minutes shall elapse without a ballot being deposited, when the poles shall be declared closed. After the closing of the polls the Scrutineers shall count the votes represented by the ballots and report the result to the Chairman of the meeting, who shall thereupon declare who are elected. 17. A Board of not less than five or more than fifteen Directors shall be elected at the first meeting of the Shareholders and there- after at the Annual General Meetings of the Shareholders, and the number of such Directors to be so elected may be decided by the Shareholders by resolution passed at any meeting where Directors are to be elected, and before such election ; and the Directors so elected shall choose from among themselves, at their first meeting after their election, a President and a first and second Vice-Presidents, and they may hold a meeting for such purpose immediately after the first General Meeting of Shareholders, and immediately after any subsequent Annual Meeting of Share- holders. They shall also appoint a Managing Director, a Secretary and a Treasurer, all of whom may be members of the Board, and may receive salaries as such, notwithstanding that they are also Directors, and any two of such offices may be held by the same person. ■'.IS; L «7 DIRECTORS. i8. In case of death of a Director or absence from Canada for three months unless by leave of the Board, or in case of his becom- ing insane, or otherwise physically unable to act, or resigning, or his ceasing to be a Shareholder to the amount required to qualify him as a Director, the vacancy thereby created may be filled for the unexpired portion of term by the Board from among the qualified Shareholders ; or the Board may in their discretion call a meeting of the Shareholders for the election of a Director for the unexpired portion of the term of the Director vacating. 19. The continuing Directors may act, notwithstanding a vacancy in their body. 20. The qualification of a Director shall be the holding of one hundred shares of the capital stock of the Company on which he shall have paid all calls or instalments due. 21. Meetings of the Board shall be held at the Head Office at ten a.m. on the first Friday ot the months of January, March, May, July, September and November, or oftener if the business of the Com- pany may require special meetings, and shall be called by the President or, in his absence, by one of the Vice-Presidents. 22. A quorum of the Board shall be constituted by the presence of six Directors. 23. Questions arising at any meeting of the Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a casting vote. 24. Every Director shall be paid out of the funds of the Com- pany for each attendance at meeting of the Board, such sum as shall be from time to time fixed by resolution of the Board. 25. The salary of the President. Vice-Presidents, Managing Director, and Secretary and Treasurer (if Directors) shall be fixed by the Board. 26. The Directors shall cause minutes to be made in books provided for that purpose — i8 (i) Of all appointments of Officers, Managers or Agents made by the Board. (2) Of the names of the Directors present at each meeting of the Board. (3) Of all resolutions and proceedings of meetings of the Company and of the Board and of its Committees. 27. At each meeting of the Board of Directors a report shall be made to them by the Managing Director of the business of the Company since the last meeting. 28. The President and Vice-Presidents shall be ex-officio members of all Committees of the Board. EXECUTIVE COMMITTEE. 29. There shall be a committee, called the Executive Committee, appointed by the Directors annually, after each Annual Meeting of the Shareholders, which shall hold office until the next following annual meeting. It shall consist of such six members as the Directors shall select, and three members shall constitute a quorum for the transaction of business. They shall meet, without notice, on the first Friday of each month at 1 1 o'clock in the forenoon, and on due notice they shall meet on such other days as the busi* ness of the Company may require, at the head office of the Com- pany ; but if such day should be a public holiday, such meeting shall be held at the same hour on the day following. They shall appoint a Chairman from among themselves, and shall be vested with all the powers of the Board of Directors during the intervals of the meetings thereof, subject to the instructions of the Board and to the ratification of their action by the Board at the next meeting thereof. And for that purpose minutes of their proceed- ings shall be recorded in a minute book to be kept by the Secretary, and such minutes shall be submitted to the next following meeting of the Board of Directors ; the consideration of such minutes shall be second in the order of business at every such meeting, and such minute book shall always be open for the inspection of any Director. 30. The duties of the Executive Committee shall be as follows : «9 To supervise all such business as is not entrusted to a Special Committee, and all receipts and disbursements ; to supervise the books, accounts and vouchers of the Company and to give direc- tions, as far as they shall deem necessary, as to the manner in which the books, accounts, etc., shall be kept ; to examine at least once a month the accounts of the Treasurer, and to report the results of such examinations regularly at each monthly meet- ing of the Board, or oftener if they think proper ; to examine and pronounce upon all contracts negotiated by the Executive Officers of the Company before being executed, except in cases where the same have been previously referred to a Special Committee or to an Officer of the Company with power to dispose thereof ; and to appoint such Officers, Agents and servants of the Company as they may deem necessary and may assign to them their duties and fix their salaries or remuneration and may from time to time remove all or any of them. 31. The Board of Directors may, if they see fit, fill any vacancy which may occur upon the Executive Committee by appointing thereto any qualified Director, and a member of the Executive Committee so appointed shall hold office until the next annual meeting. 32. Every member of the Execr^ive Committee shall be paid for each attendance at the meetings of the Committee such sum as shall be from time to time fixed by resolution of the Board. OTHER COMMITTEES. 33. The Directors, from time to time, and at any lime, may delegate to any person or persons any of the powers, authorities and »!iscretions for the time being vested in the Directors, and may authorize the members for the time being of any such local board or any of them to fill up any vacancies therein, and to act notwithstanding vacancies, and any such appointment or delega- tion may be made on such terms and subject to such conditions as the Directors may think fit, and the Directors may, at any time, remove any person so appointed, and may annul or vary any such delegation. 34. The Directors may, at any time, and from time to time, by 20 power of attorney under the seal, appoint any persons to be the attorneys of ihe Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exer- cisable by the Directors under these by-laws), and for such period and subject to such conditions as the Directors may from time to time think fit, and any such appointhient may be made in favor of the members or any of the members of any local board established as aforesaid, or in favor of any Company, or of the Members, Directors, Nominees or Managers of any Company or firm, or ctherwise in favor of any fluctuating body of persons, whether nominated directly or indirectly by the Directors, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys as the Directors think fit. PRESIDENT. 35. The President shall call meetings of the Board of Directors and Shareholders when necessary, and he shall advise with and render such assistance to the Managing Director as may be in his power, and no cheque, bill of exchange or draft, bond, certifi- cate of shares, deed, contract or any other instrument in writing shall be binding or obligatory on the Company unless signed by the President. In the absence of the President, the first Vice-President, and in his absence the second Vice-President, shall have and exercise all the rights and powers of the President, and in the absence of the President and both Vice-Presidents, the Directors may appoint one of their number as acting President to exercise all said rights and powers, excepting that of presiding at meetings of the Shareholders. MANAGING DIRECTOR. 36. The Managing Director shall under the supervision of the Directors, and except as otherwise provided, have charge, and the immediate direction and control of the officers and aff"airs of the Company. In case of his absence from any cause, the Directors may appoint an acting Managing Director and other officers with such powers as the business of the Company may demand. 31 SECRETARY. 37. The Secretary shall keep a record of the proceedings at all meetings of the Shareholders and the Board of Directors, conduct the general correspondence of the Company, countersign the bonds, share certificates, deeds, contracts and other instruments of writ- ing; of the Company, and perform such other duties as are incident to the office of Secretary or may be assigned to him by the Board of Directors. He shall call meetings of the Directors when required by the President, or, in his absence, by the Vice-Presidents, or in the absence of the President and Vice-Presidents, by the acting Presi- dent, or on a requisition in writing from a Director to that effect. TREASURER. 38. The Treasurer shall (subject to the order and instructions of the Board of Directors), have charge of the account books and cash of the Company, and attend to the receipt and payment of all moneys, take charge of the securities for money and sign the cheques, bills of exchange or drafts and the share certifi- cates of the Company ; he shall keep a correct and full account of all moneys received and disbursed by him, and of all the securities or other assets received or delivered by him ; he shall endorse all documents, drafts, notes or orders for money which may be made payable to the Company and shall daily deposit in a chartered bank, approved by the Board, such money as he may have on hand ; he shall render a statement of account at each regular meeting of the Board of Directors. He shall be the custodian of the corporate seal and all books, papers, records and deeds belonging to the Company, and have charge of the Share Register, the Transfer Book and the Stock Certificate Book ; and he shall attend to the registration of transfers and the issue of share certificates. BANKS AND CHEQUES THEREON. 39. A bank account shall be kept in the name of the Company at one or more banks, to be selected by the Directors, and all cheques shall be signed by the President, or in his absence, by one of the Vice-Presidents, or in the absence of these, by a Director appointed by the Board and the Treasurer. 22 40. The Directors may declare dividends out of the net profits of the Company whenever and so often as in their opinion the state of the funds of the Company permit. SECURITY TO BE GIVEN. Every person holding a position of trust in the Company shall give security for such amount and in such manner as shall be ordered by the Directors. CORPORATE SEAL. 41. The Company shall have a corporate seal of such design as the Board may determine, which seal shall be kept at the Head Office of the Company and whenever used be authenticated by the sig-natures of the President or Vice-Presidents and Secretary or Treasurer. THE SHARES. 42. The shares shall be under the control of the Directors, who may allot or otherwise dispose of the same to such persons, on such terms and conditions, and at such times as the Directors may think fit. 43. If by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by instalments, every such instalment shall when due, without further notice or demand, be paid to the Company by the holder ot the share, and shall be deemed to be for all purposes a call, and payable and enforceable with interest and otherwise as an ordinary call. 44. The Company shall not be compellable to accept or register more than one person as the holder of or entitled to any share. If two or more persons s'.iall be registered as the joint owners of a share, they shall be severally as well as jointly liable for the pay- ment of all instalments and calls due in respect of such shares. In case of the death of any one or more (not being the whole), of the joint holders of any registered shares, the survivors shall be the only persons recognized by the Company as having any title to or interest in such shares. 45. The Company shall be entitled to treat the registered holder of any share as the absolute holder thereof, and accordingly shall 23 not be bound to recognize any equitable or any other claim to or interest in such share on the part of any other person save as here- in provided. CALLS ON SHARES. 46. The Directors may from time to time, make such calls as they may think fit upon the members, in respect of moneys unpaid on the shares held by them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made on him, to the persons, and at the times and places appointed by the Directors. 47. Any call may be made payable either in one sum or by two or more instalments, and " calls " shall include any moneys payable in respect of shares by virtue of any notice or advertisement re- lating thereto. 48. A call shall be deemed to have been made at the time when the resolution of the Directors authorizing such call was passed. 49. Thirty days' notice of any call shall be given, specifying the time and place of payment, and to whom such call shall be paid. 50. The Directors may from time to time at their discretion extend the time fixed for payment of any call, and may extend such time as to all or any of the Shareholders whom from residence beyond the sea or other causes the Directors deem fairly entitled to such extension, but no Shareholder shall be entitled to any such extension, which shall be given only as a matter of grace or favor. 51. If the sum payable in respect of any call or instalment be not paid on or before the day appointed for payment thereof, the holder for the time being of the share in respect of which the call shall have been made, or the instalment shall be due, may be called upon to pay interest for the same at the rate of 6 per centum per annum from the day appointed for the payment thereof to the time of the actual payment. 52. On the trial or hearing of any action or other proceeding brought by the Company against any member to recover any money due in respect of any share for a call or otherwise, it shall be sufficient to produce the register of members of the Company with the name of the defendant thereon as a holder of the number a4 of shares in respect of which such debt accrued, and in case of a call, that notice of such call was duly given to the defendant in pursuance of these By-Laws, and it shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum of Directors was present at the Board at which such call was made, nor that a meeting at which such call was made was duly convened and constituted, nor any matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt. 53. The Directors may receive from any member willing to advance the same and upon such terms and conditions as they may think fit, all or part of the moneys due upon the shares held by such member upon the sums paid up or payable thereon, and in particular upon the terms that such moneys shall carry interest to be payable out of profits at such rate as the member paying such sum in advance and the Directors may agree upon. 54. Shares may be issued at a premium, and in each case, not- withstanding that certain shares have been issued, or advertised, or contracted to be issued at a premium, the Directors may subse- quently issue any unissued shares of such class, series or descrip- tion at a lower rate of premium or without a premium. FORFEITURE OF SHARES. 55. If any member fails to pay any call or instalment on or before the day appointed for the payment of the same, the Direct- ors may at any time thereafter, during such time as the call or instalment remains unpaid, serve a notice on such member requiring him to pay the same, together with any inter-ist which may have accrued, and all expenses which may have been incurred by the Company by reason of such non-payment. 56. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or instalment, and such interest and expenses as aforesaid, are to be paid, and shall state that in the event of non- payment at or before the time and at the place appointed the shares in respect of which the call was made, or instalment is payable, will be liable to be forfeited. 25 '57' It the requisitions of any such notice as aforesaid are not complied with, any shares in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 58. When any shares shall have been so forfeited, notice of the resolution shall be given to the member in whose name they stood immediately prior to the forfeiture, and an entry of the forfeiture, with date thereof, shall forthwith be made in the register. 59. Any share so forfeited shall be deemed to be the property ot the Company, and the Directors may sell, re-allot, or otherwise dispose of the same in such manner as they think fit. 60. The Directors may at any time before any share so forfeited shall have been sold, or otherwise disposed of, annul the forfeiture thereof upon such conditions as they think fit. 61. Any member whose shares have been forfeited shall, notwith- standing, be liable to pay, and shall forthwith pay to the Company all calls, instalments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of forfeiture until payment, at the rate ot 6 per centum per annum, and the Directors may enforce payment thereof if they shall think fit. LIEN ON SHARES. 62. The Company shall have a first and paramount lien upon all the shares registered in the name of each member (whether solely or jointly with others), for the debts, liabilities and engagements of such memb-^r, to or with the Company, whether the period for the payment, fultilment or discharge thereof shall have actually arrived or not, and such lien shall extend to all dividends from time to time declared in respect of such shares. 63. For the purpose of enforcing such lien, the Directors may sell the shares subject thereto in such manner as they think fit, but no sale shall be made until such period as aforesaid shall have arrived a6 and until notice in writing of the intention to sell shall have been served on such member, his executors or administrators, and default shall have been made by him or them in the payment, ful- filment, or discharge of such debts, liabilities, or engagements for seven days after such notice. 64. The net proceeds of any such sale shall be applied in or towards satisfaction of such debts, liabilities or engagements, and the residue (if any) paid to such member, his executors, adminis- trators or assigns. 65. Upon any sale in purported exercise of the powers above given, the Directors may cause the vendor's name to be entered in the register in respect of the shares sold, and a statutory declara- tion in writing by the Secretary or one of the Directors that the several notices and defaults hereinbefore mentioned were given and made, or that lien hereinbefore mentioned exists, and that the aforesaid resolution of the Directors was duly passed, will be made if required at the purchaser's expense, and shall be sufficient evi- dence of the facts therein stated, and the purchaser shall not be bound to see to the regularity of the proceedings connected with the forfeiture of or lien upon such shares, or to the application of the purchase money, and, after his name has been entered in the Register, the validity of the sale shall not be impeached by any person, and the remedy (if any) of any person aggrieved by the sale shall be in damages only, and against the Company exclusively. SHARE CERTIFICATES. 66. Each Shareholder shall be entitled to a certificate specifying the share or shares held by him, and the amount paid up thereon, which certificates shall be signed by the President or one of the Vice-Presidents, and attested by the Secretary or Treasurer and countersigned by The National Trust Company of Ontario (Limited). 67. The certificates shall be bound in a book and shall be issued in consecutive order therefrom, and shall be numbered, and on the stub of such certificate issued shall be entered the name of the person owning the shares therein represented, with the number of 27 shares and the date of the certificate, and each Shareholder receiv- ing this certificate shall sign a receipt therefor on the stub. 68. If any certificate becomes worn out, or is lost or destroyed, the Directors may upon proof thereof, and in the case of loss or destruction, the giving of a proper bond of indemnity to their satisfaction by such Shareholder, authorize the issue of a new certificate as a duplicate, and bearing the same number, and such duplicate shall be held and dealt with in the same manner as the certificate worn out, lost or destroyed. 69. The certificate of shares registered in the names of two or more persons shall be delivered to the person first named on the Register. 70. All certificates exchanged or returned to the Company shall be cancelled by the Secretary, and such cancelled certificates shall be pasted in their original place in the Share Certificate Book and no new certificates shall be issued until the old certificate has been cancelled and returned to its original place in such book, save and except in the case of shares forfeited for nonpayment of calls. TRANSFER BOOK AND REGISTER. 71. The Treasurer shall keep a transfer book, in which he shall register all transfers of stock and the names and addresses of transferees. 72. The Treasurer shall also keep a register of Shareholders which shall show the names and addresses of the original Share- holders, their respective shares, the amounts paid and due thereon and all transfers and shares forfeited. 73. The Share Register and Transfer Book of the Company shall be open to inspection of any Shareholder at all reasonable business hours, upon payment by the Shareholder, unless he is a Director, of a fee of one dollar. 74. The Transfer Books may be closed by the Board for any period not exceeding twenty-one days immediately preceding the Annual General Meeting in each year, and for any like period pre- ceding the payment of an interim dividend. 75. Every Shareholder and transferee and person entitled by a8 transmission shall furnish the Secretary with an address, at which notices of meetings or other matters may be given or mailed to him, and such addresses shall be registered in the Share Register of the Company. TRANSFER OF SHARES. 76. No Shareholder shall be entitled to transfer any share held by him otherwise than upon the books of the Company, such transfer to be signed by the transferer in the presence of a witness, either personally or by attorney acting under a power of attorney, which power shall be produced to and the same or a certified copy thereof shall be filed with the Secretary, but no transfer of any stock not fully paid up shall be valid until appnoved of by the Board. 77. Transfer of shares in the Company shall be in the following form or to the like effect, viz : — "I of in consideration of the sum of paid by of hereinafter called the said transferee, do hereby bargain, sell, assign and transfer to the said transferee share of and in the capital stock of The Crow's Nest Pass Coal Company, Limited, to hold unto the said transferee, his executors, administrators and assigns, subject to the several conditions on which I hold the same, immediately before the execution hereof, and I, the said transferee, do hereby agree to accept and take the said share, subject to the conditions aforesaid. * • As witness our hands and seals this day of II 78. The Directors may decline to register any transfer of shares made by any member who is indebted to them. 79. On every transfer the certificate which represents the shares so sold shall be surrendered to the Secretary of the Company, and exchanged for a new certificate or new certificates, and if a portion only of the shares represented in the certificate are sold to any person or such shares are sold to different persons, new certificates shall be issued to both the transferer and transferees or to the different transferees as the case may be. 29 DECEASE OF SHAREHOLDERS. 80. The legatee or personal representative of a Shareholder shall, before his name can be entered as a Shareholder in the books of the Company, exhibit the Will and Probate thereof, or grant of Letters of Administration, for the inspection and satis- faction of the Directors, and furnish a certified copy of the same when so required. AUDITORS. ' 81. The Shareholders at the Annual Meeting shall appoint one or more Auditors, whose duty it shall be to examine and audit the books, accounts and all documents having reference financially or otherwise to the business of the Company and to submit a full and certified statement of the affairs of the Company to the Share- holders at the next Annual General Meeting. 82. If a vacancy occurs in the office of Auditor by death, resigna- tion or otherwise, and it is necessary to appoint an Auditor before the Annual Meeting, the Directors may fill the vacancy, but such appointment shall have force only until the next Annual General Meeting. 83. The Directors may from time to time repeal, amend or re- enact the foregoing by-laws, but every such repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a General Meeting of the Company, duly called for that purpose, shall only have force until the next Annual Meeting of the Com- pany, and in default of confirmation thereat, shall at, and from that time only, cease to have force.