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Tous les autres exemplaires originaux sont filmAs en commenpant par la premiAre page qui comporte une empreinte d'impression ou d'illustration et en terminant par la derniAre page qui comporte une telle empreinte. Un des symboles suivants apparaitra sur la derniAre image de cheque microfiche, selon le cas: le symbols — ^ signifie "A SUIVRE ". le symbole V signifie "FIN". Les cartes, planches, tableaux, etc., peuvent Atre filmAs A des taux de reduction diffArents. Lorsque le document est trop grand pour dtre reproduit en un seul clichA, il est film* A partir de I'angle supArieur gauche, de gauche A droite, et de haut en bas, en prenant le nombre d'images nAcessaira. Les diagrammtas suivants illustrent la mAthode. 1 2 3 1 2 3 4 5 6 ^i/^rf^n %^/^ n A vj- NEW WKSTMINSTP^U GAS COMPANY, (LIMITED). « ♦ » Articles of Association. INCORPORATED MARCH 16th, 1886. REGISTERED UNDER THE "COMPANIES' ACT, 1878." ■ » • ■^- inCTOBIA, R 0. MCNROB MUiIjKB, 8TBAM BOOK AND JOB PBINTER. 1886. / New Westminster Gas Company, Lu. OFFICERS: G. L. MILNE, Esq., M D. President. Vice-President. EDWIN RAND, Esq., i^ecre/arj^anrf Treasurer. J. L. STAMFORD, Esq., Manager. ► i 00 CERTIFICATE OF INCORPORATION THE "COMPANY'S ACT, 1878." WE, THE UNDERSIGNED, hereby certify that we ilosire t ■ form, under the provisions of the "Companies Act, 1878, " a Company as hereinafter mentioned. 1. The corporate name of the Company shall ha the "New Westminster Gas Company, Limited Liability." 2. The objects for which the Company shall be formed are for the purposes of constructing, equipping, maintaining and operating gas works, and for mmufacturing gas, and supplying the same to Corporations and individuals in the City of New Westminster, British Columbia; and for doing all such things as are incidental, or conducive to carrying out of the same. 3. That the amount of the capital stock of the Company shall be ($65,000) sixty-five thousand dollars, which shall be divided into three thousand two hundred and fifty shares of (120) twenty dollars each. , 4. The time of the existence of the Company shall be forty-nine years. 5. That the City of New Westminster, British Columbia, is the' City in which the principal place of business of the Company is to be located. 6. The number of the trustees shall be four, and the names are A. A. Green, Banker, G. L. Milne, Physician, J. L. Stamford, Gas Engineer, C. D. Band, Beal Estate Agent, who shall manage the affairs of the Company for the first three months. ^10186 CERTIFICATE OF INCOHPOHATION. 7. And that u stockholder is not individmilly liublo for debts or liabilities of the Company, but the liability of a stock- holder is limited to his proportion (based upon the amount of his respective shares), to assessments legally levied, and the charges thereon, if advertised as delinquent, during the time that he is a holder, as shown by the stockholderH* re- gister book of the Company. Marc/i 16th 1886. L. 8.] A. A. GREEN, G. L. MILNE, - J. L. STAMFORD, " C. D. RAND, Witness:— GoBDON E. Corbould, Notary PuUic. ' n )lo for Htock- niount i, and ig the "h' re- Articles of Association. 1. If severnl persons are re|j;i8tere(l as joint lioklera of any 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, specify- ing the share or shares held by him, and the amount paid up thereon. 3. If such certificate is worn out or lost, it may be re- newed. Any person holding a number of shares by one certificate 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. Provided that no call shall exceed the sura of fifty per cent of the share at any one time, and twenty diiys notice shall be given of each cull except the first, and each member shall be liable to pay the amount ot calls so made to the persons, and at the times and places appointed by the directors. Provid- ed that the first call when made shall be payable forthwith or on such notice as may be given bj' the directoi-s. 5. A call shall be deemed to have been made at the time when the resolution of the directors authozizing such call was passed. 6. If the call payable in respect of any share is not paid beibre or on the day appointed tor payment thereof, the holder for the time being of such share shall be liable to pay interest for the same at the rate of one per cent, per month, payable monthly from the day appointed for the payment thereof, to the day of the actual payment. 7. The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the rs tigreo upon. 8. ShareM in the Company Hhall bo transferred in the following manner: On pieHentution to the Secnitary of a certificate or certifioateH endorsed by the person to whom they were insued, the Secretary ^liall retain such certificate or certificates and make the necessary entry of transfer in the Company's books, but the transferor shall be held to be the holder of t!ie shares until ll;t; certificate or certificates so en- dors(^d, shall hav(! been presented to the Secretary and the transfer entered in the Company's books as aforesaid. 9. Shares in the Comjiany shall be transferred in the following form: — "I. A. B., of , in consideration of the sum of paid to mo by C. D., of do hereliy transfer to the said C. D. the share (or shares) number standing in my name in the books of the New Westminster Gas Company Limited, to hold unto the said C. D., his executors, administrators and assigns, sub- ject 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. 11. The transfer books shall be closed during the four- teen days immediately preceding the ordinary general meet- ing in each year. 12. The executors or administrators of a deceased mem- ber shall be the only persons recognized by the Company as having any title to his share. 13. If any shareholder fails to pay any call on the day appointed for the payment thereof, the directors may adver- AIITICLEH OF ASHOC'I VnuN. smns VHuce, mount which li.erest e, and tine ill Huy uownpuper publishHd in Now Wostminstui' the name of thu doliuquout Hhurulioldi-i-, wit.; tho nuiuUu' of HhuroH HtHndin^ iu luH name in thu CJo. .0 ting, if convened upon the requisition of members, ahall 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 ad- journed meeting a quorum is not present, it shall be adjourned sine die. 26. The President of the Company, shall preside as jhairman, at every general meeting of the Company; in his absence the Vice-President shall preside. 27. The President may, with the consent of the meeting adj' arn any meeting from time to time and from place to place, but no l)usiness shall bo transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 28. Every member shall have one vote for every share. 29. 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 30. No member shall l)e entitled to vote at anj' general meeting unless all calls due from him have been paid, and no 10 ARTICLCS OF AH80CIATI<»N. member shall be entitled to vote in respect of any share that he has acquired by transfer at any meeting h'.ld after the expiration of three months from the registration of the Com- pany, unless he has been possessed of the share in respect of which he claimi^ to vote, for at least one month previously to the time of holdi.^g the meeting at which he proposes to vote. 31. Votes may be given either personally or by proxy. 32. The instrument appointing a proxy shall'be in writing under the hand of the appointor, or if the tippointor is a coiporation, under their common seal, and shall be attested by one or more witness or witnesses. No person shall be appointed a proxy who is not a member of the Company. 33. rhe 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 re- voked by the appointor, and notice of the revocation delivered to the Secretary. 34. No particular torm of proxy shall be necessary, but it shall be attested by at least one witness. 35. Tlere shall be five directors. Until directors are appointed the subscribers of the Certificate of lucorporariou shall be deemed to be directors. 36. The business of the Company shall be managed by the directors, who 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 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- consistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting, but no regulation made by the Company in general meeting shall invalidate any prior Act of the directors, which would have been valid if such regulation had not been made. 37. The continuing directors may act notwithstanding any vacHucy in their body. co| hi ARTICLrs oP ASaoCI^TFON. 11 pe that fter the Com- Ject of 18J\ to |o vote. but 38. Tho office of director shall be vacated, (1.) If he becomes bankrupt or insolvent. (2.) But no director shall vacate his office by reason of his being a ineinber of any Company which lias entered into contracts with or v1one any work for the Company, of which he is director. 39. At the first ordinary meeting after the registration of the Company the whole of the directors shall retire from office. 40. A retiring director shall be re-eligible. 41. 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. 42. If at any meeting at which an election of directors ought to take place, the places of tlie vacating directors are not filled up, the meeting shall stand adjourned till the same day in the next week, at the same time aad 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 tilled up shall continue in office until the ordinary meeting in the next year and so- on from time to time until their places are filled up. 43. The Company may from time to time in general meeting, iucrease or reduce the number of dire 'tors, and may also determine in what rotatinn such increa-ied or reduced number is to go out of office • 44. Any casual vacancy occurring in the board of direc- tors may be filled up by the directors, but any person so chosen shall retain his office so long only as the vacating di- rector would have retained the same had no vacancy' oc- cun'ed. 45. 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 suc4i time only as the dii*ector in whose place he is appointed would have held the same had he not been removed. - 12 A11TICLE8 OF ASSOCIATION. 46. The directors may meet toj^ether for tUe-ilespatcli of business, adjourn and otlierwise regulate tlieir 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 cast; of an equd- ity of votes the chairman shall have a second or casting vote; a director may at any time summon a meeting of the direc- tors, but the directors must meet at least once in each month- 47. The directors may elect a chairman of their meet- ings and determine the period for which he is to hold ofiice ; but if no such chairman is elected, or, if at any meeting the chairman ..s not present at the time appointed for holding the same, the directors present shall choose some < tne of their number to bo chairman of such meeting. 48. The directors may delegate any ol' their powers to Committees consisting of such member or members of their body as they think fit, any Committee so formed shall, in the excercise of the powers so delegated conform to any regula. tions that may be imposed on them by the directors. 49. A Committee may elect a chairman of their meet- ings; if no such chaiimau is elected, or it' ho is not present at the time appointed foi holding the same the members pres- ent shall chose one of their number to be chairman of such meeting. 50. A Committee may meet and adjourn as they think proper; que.stions arising a^ any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the chairman shall have a second or casting vote. 51. All acts done by any meeting of the directors or of a committee of directors, or by any person acting as a direc- tor shall, notwithstanding that it be afterwards disoovei'ed 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 evojy such person had been duly appointed and was qualified to be a director. 52. The directors may with the sanction of the Company n general meeting, declare a dividend to be paid to the mem- berj be ariij set I tUij eqi coil tlu AIM'MLES OF ASS()Cr.\rrON'. 13 I bers in proportion to their shiir s, and such divitlemls are to he declared qnarterly. 53. No dividend shall he i)ayal)U! except out of the profits arising froni the Imsiness of the Company. 54. The directors may, before reeonnuendineeu docl ireil shall be given to each member in a manner hmeiuafier men- tioned, and all dividends unclaim.i.i for tlnee years, after having been declared, may be forfeited by the directors for the benefit of the Company. 67. No dividend shall btsar interest as against the Com- pany. 58. 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 expi.-nditnre takes place ; and Of the credits and liabilities of the Company. The books of account shall be kept at the registered oflice of the Company, and subject to any reasonable restric- tions as to the tim« and manner of mspecting the same that may be imposed by the Compauj' in general meeting, shall be open to the inspection of the members during the hours of business. 59. 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 thiin three months before such meeting. 14 aTiTICLIS oP ASSO'IATIo 60 The htnteoieiit so made shall show, airnnged under the most convenient heads, the amount of gross income, dis- tinguishing the several sources from which it has been derived, and the amount of groHs expenditure, distinguishing the expense 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 >4nay be laid before the meeting ; and in cases where any item of expenditure whicii may in fairness be distribut«?d over several years, has been incnn'ed in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged aj/ainst the income of the year. 61 . 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 different heads. 62. Once at the least in every year the accounts of the Company shall be examined, and the correctness of the bal- ance sheet ascertained by one or more auditor or auditors. 63. The first auditors shall be appointed by the directors; subsequent auditors shall b« appointed by the Company in general meeting. 64. If one auditor only is appointed, all the provisions herein contained relating to auditors shall apply to him. 65. The auditors may be* members of the Company, but no person is eligible as an auditor who is interested other- wise than as a member in any transaction of the Company, and no director or other officer of the Company is eligible during his continuance in oflBce. 66. The election of auditors shall be made by the Com- ]-)any at their ordinary meeting in each year. 67. 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. 68. Any auditor shall be re-eligible on his quitting oflSce. 69. If any casual vacancy occurs in the office of any auditor appointed by the Company, the directors shall forth- ler pis- Jen in red be of far. XnTlCLES OP Aa8f)ClATlOK. ir, witli cull iiu extraortliuary genernl lueetiiig. for the purpose of Hupplyinpj the same. 70. Every auditor shall he suppUecl witli a c »py of the balance sheet, atid it shall bo his duty to examine the same, with the accounts and voncliers relating thereto. 71. Every auditor shall liiive a list delivered to him of all books kept by the Company, and shall at nil I'easonable times have access to the books and siccouuts of the Company; he may at the expense <»f the Company, employ accountants, or other persons to assist him in investigating such accounts, and he may in relation t«) such accounts examine the directors or any other officer of the Company 72. The auditors shall make a report to the members upon the balance sheet and accounts, and in every such re- port they shall state, whetlier, in their opinion the balance sheet, containing the particulars recjuired 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 direct- ors; whether such explanations or information have been given by the directors, and whether they have been satisfac- tory; and such repoit shall be read together with the report of the directors, at the ordinary meeting. 73. A notice may be sered by the Company upon any member either personally o- by sending it through the post in a prepaid letter, addressed to such member at his regis- tered place of abode. 74. All notices directed to be given to the members, shall with respect to any share to \*'h'ch persons are jointly en- titled, be given to whichever of such persons is named first in the register of members; and notice so given shall be suffi- cient notice to all the holders of such share. 75. Any notice, if served by post, shall 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. 16 AiniCL'S or ASSOCIATION. DUTIES OF OFFICERS. 76. The President shall ])resi(le at all meetings of the Company or directors, sign all certitieates of stock, and all contracts and other instruments in jvriting which liavn been first approved by the board of directors. He .shall draw all checks upon the Tieasiirer and shall with the consent and advice of the directors, have the general superintendence of the affairs of the Company. 77. The Vice-President shall prosid'^^ at all meetings in the absence of the President. 78. It shall be the duty of the Treasurer to keep safely all moneys belonging to the Company, and disburse the >or,.at,oo or »«teeqae, nation of the Board of Directors, .rfirfea of BS. An, amendment, or «^'«--:„r:tt: e.^ ta teeT- AB«oeiatio„. Aail !« ,;re"e.ted '"-''"."X LiSn until the i„,„ftheBoardofD,rectc,r» andl.eo.erfo^ _^ ^^^ next regular monthly meet, «• •!» ™'^^„^, „ „y ,„„y a ''■^^tTt^e•3:s^lt:*»hallbeu^^^^^^^^^^^ ^ -.