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Water Worl^^ (Jompanjl, IN GENERAL MEKTINQ, HELD AT THE COMPANY'S OFFICE, February 7th, 1887. Mr. Thomas Earle in the cliair. Mr. T. Lul)}>e inovetl, secoruled by Mr. Win. P. Sayward, the followinjr spechd renolation : Wlierea.s many of the .sev- eral clauses in T.ihle A in the Hrst .schedule of the Act of the Imp(,'rial Parliament pa.ssed in the se.s.sion of Parliament holdon in the twenty -fifth and twenty-sixth years of the reign of Her Majesty Queen Victoria, chapter 80, entitled "The (x)mj)anies'Act, 1862," are inapplicable for the manage- ment of this Company, Be it resolved, that all the several clauses contained i)i said Table A be excluded from being regu- lations of this Coiniiany, and that the following regulati«>ns Ih? adopted for the management of The Estjuimalt Water Works Company, sai 9. Shares in theCompnuy slmll l»e transferrc*! in the follow- ing form : — " I, A. B., of , in consideration of the sum of , pt id to me hy C. D., of , do hereby trans- fer to the said C. D., the shares (or share) numh(.'red , stand- ing,' in my name in the hooks of "The Esciuimalt Water VVorka Company," to hold iintt) tlie said C D., his executors, administrators and assiers in pj'oportion to the existing shares held hy them, and such offer shall he made hy notice, specifying the nund)er of shares to which the mcni- her is enutleer, the quorum shall he three ; if they exceed five, there shall be ae entitled to vote in respect of the same. 43. No member shall be entitled to vote at any general meeting unle.ss all calls due tVom him have been paid, and no member shall be entitled to vote in respect of any share unless he has been possessed (jf the .share or .shares in respect of which he claims to vote for at least three months previously to the time of holding the meeting at which he proposes to vote. 44. Votes may be given either personally or by proxy. 45. The instrument appointing a proxy shall be in writing, under the hand of the appointor, or if the appointor is a cor- poration, under their connnon seal, and shall be attested by 9 Sie or more witness or witnesses. No person shall be appointed a proxy who is not a member of the Company. 46. The instrument appointing a proxy shall be deposited at the registered office of the Company innnediately before the time for holding the meeting at which the person named m such instrument proposes to vote, but no instrument ap- pointmg a proxy shall be valid after the expiration of twelve months from the date of its execution. 47. Any instrument appointing a proxy shall be in the fol- lowing form : The Esquimalt Water Works Company. I, A. B., of in the Province of British Columbia, bemg a member of The Esquimalt Water Works Company and entitled to vote or votes, hereby appoint ^•^- ^* as my proxy, to vote for me and on my behalf at the (ordinary or extraordinary, as case may be) general meeting of the Company to be held on the day of 18 and at any adjournment thereof (or at any meeting of the Company that may be held in the year.) As witness my hand this day of 18 Signed by the said in the presence of DIRECTORS. 48. Th.re shall be five Directors, three of whom shall con- stitute a quorum. 4a The remuneration of Directors shall be determined by the Company in general meeting, POWERS OF DIRECTORS. 50. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not hereby required to be exercised by rhe Company in general meeting ; but no regulation made by the Compan^ in general meeting shall invalidate any prior act of the Directors which would have been valid if sucli regulation had not been made. 10 51. The continuing Directors may act notwithstanding any vacancy in their body. DISQUALIFICATION OF DIRECTORS. 52. The office of Director shall be vacated : If he holds any other office or place of profit under the Company. If he becomes 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. ELECTION OF DIRECTORS. 53. On the second Tuesday in August in every year the w^hole of the Directors shall retire from office. 54. A retiring Director .shall be re-elitjible. 55. The Company at the General Meeting at which any Directors retire in manner aforesaid shall fill up tiie vacated offices by electing a like number of persons. 56. If at any meeting at which an election of Directors ought to take place the places of the vacating Directors are not filled up, the meeting .shall stand adjourned till the same day in the next week at the same time and place, and if at such adjourned meeting the places of the vacating Directors are not filled up the vacating Directors or such of them as have not had their places filled up, shall continue in office until the ordinary meeting in the next year, and so on from time to time until their places are filled up. 67. The Company may, from time to time, in General Meet- ing increase or reduce the number of Directors and may also ^, 11 eterinine in what rotation such increased or reduced number is to go out of office. 58. 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. 59. The Company in General Meeting may, by a special resolution remove any Director before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead ; the person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed. PROCEEDINGS OF DIRECTORS. 60. The Directors may meet together for the desptitch ot' business, adjoui'n, and otherwise regulate their meetings as they think tit. Questions arising at any meeting shall be decided by a majority of votes ; in case of an equalr ity of votes the Chairman shall have a second or casting vote. One Director may at any time summon a meeting of Di- rectors. 61. The Directors may elect a Chairman of their meetings and determine the period for which he shall hold office. Such Chairman shall act as Chairman of their meetings, but if no such Chairman be elected, or if at any meeting the Chair- man is not present at the time appointed for holding the same, the Directors present sh:'li choose some one of their number to be Chairman of such meeting. 62. The Directors may delegate any of their powers to Committees consisting of such member or members of their body as they think Ht ; any Committee so formed shall in the exercise of the powers so delegated, conform to any regula- tions that may be imposetl upon them by the Directors. 68. A Committee may elect a Chairman of their meetings if no such Chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to l)e Chaiiman of such meeting. 64. 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 \ )te. 65. All acts done by any meeting of the Directors or of a Committee of Directors, or by any person acting as Director, shall, notwithstanding thn^ it be afterwards discovered that there was some defect in the appointment of any such Directors or per.sons acting as aforesaid, or that they or any of them vere disqualified, be as valid as if every such person had been duly appointed and was {|ualified to l)e a Director. DIVIDENDS. 66. The Directors may, with the sanction of the Company in General Meeting, declare a dividend to be paid to the mem- bers in proportion to their shares. 67. No dividend shall be payable except out of the profits arising from the business of the Company. 68. The Directors may, before recommending any divi'^end, 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 dividends, or for repairing or maintaining the works connected with the business of the Company or any part thereof, and the Directors may invest the sum so set apart as a reserved fund upon such securities as they may select. 69. The Directors may deduct the dividends payable to any member all such sums of money as may be due from him to the Company on account of calls or otherwise. 70. Notice of any dividend that may have been declared .«hall be given to each member in manner hereinafter men- 13 ' tioned, and all dividends unclaimed for three yeai-s after having been declared may be forfeited by the Directors for the benefit of the Company. 71. No dividend shall bear interest as against the Company. ACCOUNTS. 72. The Directors shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditure takes place and of the credits and liabilities of the Company. The books of account shall 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 imposed by the Company in General Meeting, shall be open to the inspection of the members during the hours of business. 73. Once at least in every year the Directors shall lay be- fore the Company in Genei-al Meeting a statement of the in- come and expendituie for the past year, made up to a date not moie tlian three months before such meetim'-. 74. The statement so made up shall shev. arranged under the most convenient heads, the amount of gross income, dis- tinguishing the several sources from which it has been de- rived, and the amount of gross 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 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-