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INCORPORATED JANUARY, 1878. ^ y ^«»»» VICTORIA: COLONIST STBAM PBKSBK8. 1878. ■P^ "" ' ■"'"■"WfipppiiPliPirP'*!?'^*'^''' 'JaZi'i^i- AiiXxk^ irw 'Uectiorv PEOSPECTUS, PROFOSHD ACT OF INCORPORATION, REPORT OF MANAGER, MEMORANDUM, — AND Articles of Association — 0» THB — BRITISH COLUMBIA MILLIIS All MimiE CDMFAIT. (LIMITED.) lieglstei'ed Office, Victoria, British Columbia. INCORPORATED JANUARY, 1878. VICTORIA: COLONIST STKAH PBEHSKS. 1878. |i 1 ■••ipijiiigii f T mm ^•-'^ PROVISIONAL DIRECTORS. H. (J. BEETON, President and Treasurer F. J. BARNARD. D. KURTZ. J. ROBi^ON. J. HEYWOOD. ^ R. B. HARPER, Consulting Engineer. JOHX KURTZ, Manager. ih A. riARGISON, Secretiiry. Bankki{.s~THE bank OF BRFTIBH UOLUMBFA. Pc^ffio N. W. History Dept, 99605r.rvOV(NC?AL. LIBRARY VICTORIA, B. C. I'' i i! PROSPECTUS - OF THE — British Columbia Milling and Uining Company, Ij(I3S/1ITEIXD. The title of this Company shall be the British Colum- bia Mijling and Mining Company, limited. This Company is formed for the purpose of pros- pecting and developing lodes of gold and silver bear- ing quartz, and alluvial deposits of gold, for custonis quartz milling, and for the doing of all such things as are incidental or conducive to the attainment of the above objects. The following are some of the works in contem- plation : — 1st. The development of the quartz lodes owned or to be acquired by the company, and prospecting for the lost lead of the Steele Claim on upper William Creek, Cariboo. 2nd. The erecting of a quartz mill or mills and machinery convenient to the mines owned by the Com- pany. The capital stock of the company shall be $625,000, divided into 125,000 shares of $5.00 each. 54,000 shares of the capital stock of the Company have been allotted to the promoters, and are withheld from the market ; the owners thereof having placed them in the hands of a trustee and entered into bonds with the Company not to sell them under a fixed penalty of five ($5) per share until thirty thousand (30,000) of the seventy-one thousand (71,000) shares w \i set apart and to be sold for the wo' king capital shall have been disposed of. Such 71,000 shares will be sold at a premium. All the shares of the Company (125,000) are equally liable to assessment, to the extent of five dollars per share; but no assessment shall be made on any stock until 30,000 shares shall have been sold, unless other- wise determined by a two-thirds vote of the share- holders at a meeting specially called for the purpose. No assessment shall exceed the sum of ten cents per share, nor shall assessments be made at shorter intervals than thirty days. This Company is organized under the " Companies Ordinance 1869," but it is intended to apply to the Pro- vincial Legislature, at its next session, for a Special Act of Incorporation. When such Act shall have been obtained, the Company will come under it operation. A copy of the Bill intended to be applied for is hereto attached. The attention of intending shareholders is particularly directed to those clauses in the Bill which forbid the Directors or officers of the Company from incurring Company liabilities without the necessary funds in hand, and also to other clauses which provide that the liability of a shareholder ceases on the trans- fer of his shares, except to the extent of any calls upon them which may be then due and unpaid. The following schedule sets forth the services already performed and the property handed over to the Com- pany by the promoters, viz: — SERVICES. Prospecting, discovering, locating and holding claims, and securing leases, surveys, &c. PROPERTY. Ist. Fifteen hundred feet of the "Wilkinson Ledge," situated on the summit of the mountain, between William Creek and Conklin Gulch. 2nd. Fifteen Imndred feet on the ^'Steadnuui" ledge, near " William Creek." 3rd. Fifteen hundred feet of the " Mammoth" ledge, !)etween Richfield and Jack of Clubs creek. [The above locations are held under the Gold Mining Ordinance of 1867 and the Acts amending the sari .] 4th. One thousand shares " Enterprise " Company [Bonanza ledge] promoters' stock. 5th. A lease of 35 75-100 acres of mining ground situated on V» iiiiam Creek. 6th. C sh paid in for the use of the Company, $8,175, from which sum the actual expenses of the above ser- vices and of incorporation will be deducted. Appended hereto are the Manager's Report, Memor- andum, and Articles of Association, to a careful perusal of which the attention of intending purchasers is directed. Manager's Report. • « ^•^ Victoria, B.C., January 8, 1878. To THE Promoters of the British Columbia Milling AND Mining Company : — Gentlemen: — In accordance with instructions received from you, I proceeded August Gth to William Creek and remained there several months, during which time i located quartz and alluvial claims in your interest, besides indicating others for future investigation and location for the Company. "the WILKINSON,'" A quartz lode location of fifteen hundred (1,500) feet, is situated on the summit of the mountain between William Creek and Conklin's Gulch. The ledge is very wide and well defined. In the bottom of the shaft, at a depth of forty (40) feet, the lode is now being cross-cut (Jan- uary, 1878) ; but the width has not yet been ascer- tained. Six assays have been obtained from the ore taken in the cross-cutting, and the average result shows forty-four dollars to the ton in gold. This is the most promising quartz lode of the Com- pany's property, and I recommend a vigorous prosec tion of the work already commenced thereon. steadmam extension no. 2. Next in importance is the quartz location of fifteen hundred feet on the "Steadman" lode, and designated "Steadman No. 2," being removed 1,500 feet from the claim of that name, from which tlie Cariboo Qur.rtz Company have worked forty -one tons of ore. [Vide 10 Mr. Harper's report.] The ledge [Steadinaii No. 2] is located on the spur of a inoiiiitaiii, and runs in a north- easterly and south-westerly direction, and can be cut by a tunnel at the intersection of "Grub " gulch. The lateness of the season precluded any extensive work being done. The lode at the north-easterly line in the Walker cut shows a width of over six feet, with defined casings and good ore. Note. — The hill and adjacent country arecovcrpd with an abundant Riipply of timber suitable for the construction of works connected with mill and mining operations. Water ib plentiful. The lodes arc enclosed in an auriferous slati- belt that runs nearly north and south. I also located for the Company [October 25] THE "mammoth." The "Mammoth" is a lode of forty feet, or rather a number of lodes, which seem to join on the top of the hill, "Richfield." The location— 1,600 feet— is on the summit or divide between "Richfield" and "Jack o' Clubs," distant about two miles from the former place. This lode can easily be traced from the surface, and also from the sides of a ravine, where a tunnel could be made to cut the ledge at a distance of from three to five hundred feet. The location is most favorable for comparatively inexpensive working. It may be proper to state that whilst the snow in winter precludes extensive prospecting, there is nothing in the climate to prevent quartz mining from being prosecuted even with greater facility in winter than in summer. WILLIAM CREEK. I have arranged for a lease from the Government of thirty-five acres of mining ground situated on William Creek, embracing in its area the ground formerly occu- pied and partly worked by the "Steele," "Point," "Abbott," and "Grier" claims, which in '61 and '62 were the richest alluvial claims on William Creek, for a frontage from the "Cornish" claim down the creek 11 of 1,538 feet, extending back into the hill 850 feet, thence at oblique angles 1,335 feet, thence to the point of beginning 1,481 feet, in all 35 75-100 acres, more or less, as per accompanying map and survey. My object in making this location was to find the lead of upper William Creek, which was lost in the lower second hundred feet of the "Steele" Company's claim of nine hundred feet frontage. The first one hundred feet yielded about $250,000, comprising nearly the entire yield of the claim. It was generally conceded that at that point the "Steele" or "William" lead was lost, and, notwithstanding a diligent search, involving an immense outlay of labor and money, it was never found. The theory has obtained general belief amongst practical miners that the so-called "Steele" lead was cut off by a heavy bedrock slide, and that could a tun- nel be run through it the lost lead might be found in or under the hill. Whdt gives additional weight to this theory is the fact that at the point in the "Steele" claim indicated the bedrock was only twelve feet from the surface, while diverging from that point both up and down the creek the depth increased from twelve to one hundred feet, leaving the paying ground of the "Steele" claim as it were on the apex of the bedrock of William Creek, as we now know it ; and it is my opinion, and as argued, that the slide of bedrock allud- ed to above took place centuries ago, and cut off the original lead, forcing the water into a different channel, which ultimately found the way into the present direc- tion of William Creek near its head. I therefore propose that the Con^pany prospect the ground leased by means of a diamond drill core pros- l)ector, and with this auxiliary run a tunnel through the slide bedrock, to prospect for the lost lead of the "Steele" claim. In support 3f the theory of the bedrock slide as herein advanced, I refer you to a letter written by my- 12 self in September of 1862 from William Creek, and published in the ''Missouri Republican" newspaper, which letter is of value as referring to the theory which then obtained of the bedrock and land slides, and tliat this idea is neither a new nor a novel one. ** In September, 1862, 1 wrote from William Creek for pub- lication as follows: — "The gold found here on W^illiam Creek has evidently been deposited from the hills, or more proper- ly as they are here designated the Cariboo, or spurs of the Rocky Mountains. The richest deposits have been found in the bed and not in the present channel of the creek, but where, perhaps ages since, this or other creeks coursed. In places, this channel is found to be only from six to twehe feet from the present bed, whilst 'n other places, a depth of fifty and even one hundred feet makes the gold more inaccessible, still handsomely remunerative. "This variation is here attwbuted to the land slides, of which we have undoubted evidence in the geological forma- tion of those hills which have been over and under mined. A particular case by way of illustration and very interesting from its yield, is the Point claim, adjacent to and joining on the lower stake of the Steele claim, so designated as the Poin*t from its peculiar prominence. "The lead — as the deposit of gold is called — was found above and below the Point claim last year, 1861 and the own- ers of the Point worked around it and found only remuner- ative diggings, which at that time implied from $25 to $50 to the hand per diem, but often times much less. This year, [1862J they [the owners] were induced to probe the hill or slide, and during my stay on the creek I have had the gratifi- cation of seeing as the result of a single day's work 210 ounces from a dozen men working under ground, 60 feet from the mouth of the tunnel, and in two weeks the Company divided $30,000, there being four full shares. I cite this (says the let- ter) particular case, as it proves the theory of extensive land slides having occurred at times, and diverted the creek from its primitive channel. The Steele Co. of 8 interests, 900 ft., one interest sold for $25,000. This Company took out in 1861, $100,000 from the first 100 feet, and in^ 1862 the same amount, but this 100 feet is the richest part of their claim. (HerQ the lead of William Creek was lost. — K.)" 13 The Black Jack open cut in the canyon on the creek, half mile below the Steele Company, may be also be cited. This Company is now — 1877 — engaged in hy- (Iraulicing around the slide of rock and far behind the present channel of the creek, and this year the Treas- urer of the Company has informed me that up to Oc- tober they washed up hear $16,000 ; so also in Conk- lin's Gulch the sliding slum has covered the channel to a depth of 100 feet. In conclusion, I feel confident of the permanent character of the quartz interest in this Province, and that you have good property, which, with a mill for crushing the quartz, a saw mill to provide the timbers and lum- ber necessary for the works, and diamond drills to facilitate cheaper prospecting and tunnelling, will be proven. All of which is respectfully submitted. JOHN KURTZ, Manager B. C. M. & M. Co. mi-:morani)um of association — OF THE Bunsn coiiuBiA wm m mm mm, (UbM) 1st. The name of the Company is the British Colum- bia Milling and Mining Company, limited. 2nd. The registered office of the Company will be situate in Victoria, British Columbia. 3rd. The objects for which the Company is estab- lished are the prospecting and developing lodes of gold and silver bearing quartz and alluvial deposits of gold for customs qu?irtz milling, and for the doing of all such things as are incidental or conducive to the above objects. 4th. The liability of the members is limited. 5th. The capital of the Company is Six Hundred and Twenty-five Thousand Dollars, divided into one hundred and twenty-five thousand shares of five dol- lars each. We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Asso- ciation, and we respectively agree to take the number 10 of shares in the capital of the Conipaiiv set opposite our res[)e('tive names. Henry C. BeetDii, Fniiicis J. Bivniiir(l, Diivid Kurtz, JdIiu Robsoii) D. W. Higgins, (reorgc A. SargisDU, -fohu Kurtz, Vietoria, Mfi jhant Barnard's Ex. . . Merchant PaymaHt'rCPRS Publisher 5; Accountant. . . Miner No. columbia Milling and Mining Co., limited, and the members thereof, hereinafter called the late Company, together with such other persons as may from time to time become members of the said Company hereby incorporated, shall be deemed and they are hereby de- 18 clarcd • o be by virtue of tliis Act u body corporate juid politic by the name of the "l^ritish (\)liiiiibia MilliTi*;' and Mining Company," hereinafter called the present Company, and the "Com[)anies Ordinance, 1800," shall no longer appl}' to the late Company. 2. The present Company is constituted for the pur- pose of prospecting and developing lodes of gold and silver bearing quartz and alluvial deposits of gold and for customs quartz milling, and for the doing of all such things as are incidental or conducive to the at- tainment of the above objects. 3. The capital stock of the Company shall be the sum of $025,000 in 125,000 shares of $5 each. 4. The property lawfully possessed by the late com- pany shall be and is hereby declared to be vested in the present compan}- for the same estates and interests as such property was held by or vested in the late company. 5. The Articles of Association of the late company shall, subject to the' provisions of this Act, be the Ar- ticles of Association of the present company', and the said Articles may be amended, altered or added to by the present company in general meeting by a vote of such a number of shareholders as shall represent at least two-thirds of the issued shares of the said Company. 6. The Directors and officers of the late company shall be the Directors and officers of the present com- pany until others have been elected or appointed in ac- cordance with the Articles of Association. 7. The shareholders in the late company shall in the present company be holders of the number of shares to which the}' were respectively entitled in the late company and such shares shall, subject to the provisions of this Act, be held on the same conditions and in the same manner as they respectively were held in the late company and the certificates issued by the late 19 company and now in force shall be deemed to be cer- tificates of the present company 8. The said company for the purpose of cari*ying on their business and for more fully carrying out the ob- jects of this Act may acquire and hold by purchase, lease or other legal title su(di lands, pre-emptions, mining rights, claims, (quartz ledges and lodes, and construct and maintain or purcliase for cash such buildings, mills, diamond drills, or other machinery or improvements and sell, lease or otherwise dispose of all and singular such property as the company may deem fit for its advantage. And this Companv shall have i)ower to enter upon such works and contracts, and generally to do all such matters and things as may be necessary to carry oat the objects of its incorpora- tion hereinbefore specified. 9. The company shall keep an office in the Cit}^ of Victoria which shall be open every day, Sundays and holidays excepted, between the hours of 11a. m. and 2 p. m. 10. The stock of the company shall be deemed per- sonal estate and shall be transferable in accordance with the Articles of Association or otherwise, as the company in general meeting shall by resolution direct. 11. A coi)y of all resolutions altering any of the Articles of Association shall be filed with the Registrar of joint stock companies within 48 hours after passing of the same. 12. The company shall have a seal on which shall be engraved the full name of the company. 1 3. The affairs of the company shall be managed by the Directors, but it shall not be lawful for the Direct- ors to enter upon any work for the company, or to give out or award any contract on behalf of the com- pany, for any work to be done for the company, unless there shall be in the hands of the Treasurer of the company or lying to the credit of the company at 20 its bank at the time such work is entered upon or such contract given or awarded a sum of money equal in amount to the liability to be imposed upon the com- pany by such work or such contract. And when any contract shall have been given out or work en- tered upon, in accordance with this section, so much of the moneys of the said company as may be neces- sary to meet the liabilities to be incurred by the said company in respect of such work or contract shall be deemed to be set apart and appropriated for the discharge of such liability, and shall not be taken into account in entering upon any further work for the company, or awarding any contract on the company's behalf, the intention of this section is that the said company shall not enter upon any work or contract for which there shall not previously have been provided and in hand a sufficient amount of money to meet the liabilities to be incurred thereby. 14. A member may transfer his shares whenever all calls due thereon shall have been paid and upon such , transfer and entry thereof in the books of the com- pany his liability in respect of such shares shall cease. 15. It shall be the dut ^ of the Directors to keep or cause to be kept a regis ^r of shareholders, a transfer book, a share journal, a iirector^'s minute book, cash books, ledgers and journ s, and all such other books as may be necessary to fi iy disclose the affairs of the company and such book' shall be open for inspection at the company's office to any shareholder during the company's hours of business. ARTICLES OK ASSOCMATiON — Ol THR — British Columbia Milling and Mining Company, J^TMITF/I). # SHARES. Abtiolk 1. Ev'Ty member nhall, without fee, be entitled to n certificHtei under the comm u aeal of the company, Bpecifying the shares held by him- Ahtici.e 2. If such certificate be worn out or lost (sufficient proof being given) it may be renewed. Any shareholder holding a number of shares by one certificate, and being desirious of holding such shares by two or more certificates, shall be entitled to receive such two or more certificate s in exchange for the one certificate. Article 3. The directors may, from time to time, make such calls upon the members in respect of all monies unpaid on their shares as they think fit : provided, that no call shall exceed the sum of ten cents per share at one time, nor shall calls be made ofteuer than once ih every thirty days, and fif- teen days notice in one or more newspapeis at least shall be given of each call, and each member shall be liable to pay the amount of calls so made to the per- sons and at the times and places appointed by the directors. Ahticle 4. A call shall be deemed to have been made when the resolution authorizing such call was passed. AiiTicLE 5. If the call payable in respect of any shares is not paid on or before the day appointed for the payment thereof, the holder for the time being of such share shalf be liable to pay interest on the same at the rate of (mt per cent . per month from the day appointed for the payment thereof to the time of actual payment. TRANSFER OF SHARES. AuTit'LE (5. Shares in the company shall be transferred in the following manner. On presentation to the secretary of a certificate or certificates, properly endorsed, he shall retain such certificate or certificates and issue to the holder thereof a new certificate or certificates and make the necessary entry of transfer in the company books, but the transferor shall be deemed to be the holder of the shares until the certificate or certificates so endorsed shall have been presented to the secretary and the transfer entered in the company books as aforesaid. Abticle 7. No transfer shall be recognized without the endorsement on the certificate of the transferor, properly witnessed. Article 8. The company may decline to register any transfer of shares made by a member who is indebted to them. The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year. 99 TllANSMISHION OF SHARES. AuTiGLE 9. The executors or lulministrators of a deceased member shall oe the only per.soas reco^'iiized by the company as havin^j; any title to his share. AuTioLE 10. Any person becomin;,' entitled to shares in cousequcneo of the death, bankruptcy or insolvency of any mmnber, or in consequence of the marriage of any fem.de membi^r may be registered as a member upon duch evidence being produced as may from time to time be required by the 'jompany. • Akticle 11. Any person who has btco ne entitled to a share in consequence of the death, bankruptcy or insolvency of any member, or in consequence of ho marriage of any female member, inay, instead of being registf^red himself elect to have some perso'-, ■ i be named by him registered as a transferee of such shares with tht) consent of the tran-jferor. Akticle 12. The person so becoming entitled shall testify siich election by executing to his nominee, with his consent, an instrument of transfer of such share. Article 13. The instrument of transfer shall be presented to the company with such evidence as the directors may require to prove the validity of the transfer, and thereupon the company shall, with his consent, register the transferee as a member. DELINQUENT SHARES. Article 14. If any shareholder fails to pay any call on the day appointed for the payment thereof, the directors shall advertise in any uewspapei* published in the Cariboo district, a;id also in one newspaper published in Victoria, the name of the delinquent shareholder with the number of shares standing in his name in the company books, and that such shares, or so many thereof as will cover the amount due, with interest and expenses, will be sold at pubUc auction within fifteen days after such advertisement. If there be no newspaper published within Cariboo district it shall be sufficient for the secretary to post a notice of d^4inquents' names and shares outside the court house and company's office nearest the mines. If the amount due on such shares with expenses shall not have been paid Ix^fore the date advertised for the kale of the said shares, then such shares shall be sold in accordance with the advertisement. Article 15. If at the sale of any delinquent shares they shall not realize the amount of calls then due with expenses they may be bought by the directors for the company, and they shall then be the property of the (tompany and be disposed of by the directors at such time and such manner as they may think proper. Article 1G. Any shareholder whose delinquent shares have been disposed ot by order of the cUrectors shall be liable to the company for any amount due on them at the; time of . uch sale less th:* amount realiz.'d from such s^de. (a) A statutory declaration in writing by the Secretary of the Company that the call in respect of shares was made and notice thereof given, and that default in payment of the call w as made and the sale of the share s was made in pursname of a resolution of the diri'ctors to that effect, shall be sufficient evidence of the facts therein stated as against all persons entitled to such shares, and such declaration and the receipt of the company for the price of such shares shall constitute a good title to such shares, and a certificate of such proprietorship shall be delivered to a jjurchaser, and thereupon he shall be deemed the holder of such shares, discharged from all calls due prior to such purchase, and he'shall not be bound to see to the application of the purchase money, nor shall his title to such shares be affected by any irre- gularity in reference to such sale. 28 INCREASE IN CAPITAL. Article 17. The (iirectors miiy, with the Kunction of thvee-fourths of the shiireholders votin^' in favor of a special resohition at a general meeting, increase the capital by the issue of new shares, such aggregate increase to be of such amount imd to be diviiled into shares of such respective amounts as the company in general luicting directs ; or if no direction is given, as the directors may think exjiedieut, subject to any direction to the contrary that may be given by the meeting that sanctions the increase of capital ; all new- shares shall be offered to the members in proportion to the existing shares held by them, and such offer shall be made by notice specifying the number of shares to which the member is entitled and giving sixty days within which the offer if not accepted will be deemed to be declined, and after the expiration of such time or on the receipt of an intimation from the member to whom such notice is given that he declines to accept the shares offered the directors may dispose of the same in such manner as they think most beneficial to the company. Akticle 18. Any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the same provisions with reference to the payment of calls, and the sale of shares on ucn-payment of calls, or otherwise as if it had been part of the original capital. GENERAL MEETINCiS. AiiTif'LE IS). The first general meeting shall be held at such time not being more than six months after the registration of the company and at such place as the directors may determine. Subsequent general meetings shall be held at such time and jilacie as may be prescribed by the company in general meeting, and if :u» other time or place is presciibed a t,e;ieral meeting shall be hold on the first Monday in February in every year at such place as may be determined by the directors. Akticle 20. The ubov<' 2uenti(tned general meetings shall be calhxl ordinary niee(ings;all other generul meetings shall be called extraordiimry. Article 21. The directors may, when they think fit, aiul shall, upon a recpiisition made in writing by tlie holders of not less than one-third of the shares of the company, convene an extraordinary general meeting. AuricLE 22. Any requisition made by the shareholders shall express the object of the meeting prclposed to be called and shall be left at the registered office of the ci:mi)iny. Article 23. Upon the recipt of such requisition the directors shall forthwith proceed to convene an extraordinary general meeting. If they do not proceed to convene the same within tweuty-one days from the date of the requisition th(! reijuisitionists or any other holders of the required number of shares may themselves convene an extraordinary general meeting. PROCEEDINGS AT GENERAL MEETINGS. Akticle 24. Thirty days' notice at least, specifying the place, the day and the hour of meeting, and in case of special business the general nature of such business shall be given to the members in manner hereinafter mentioned, or in such other manner, if any, tis may be prescribed by the company a general meeting, but the noii-ret^eipt of such notice by any member shall not invalidate the proc^'edings at any general meetiug. Article 25. All business shall be deemed spi cii'i that is transacted at an eilraordinary meeting, and all that is transacted at an ordinary meetiug, with the exception of sanctioning a dividend and the consideration of the accounts, balance sheets and the ordinary report of the directoi-s. 24 Abtioi^e 2(>. No buHinesB shall be transacted at any general meeting except the declaration of a dividend, unless two-thirdn of the shares of the company be represented making a quorum. Abtiole 27. If, within one hour from the time appointed for a meeting, a quorum is not present the meeting shall be adjourned sine die. Abticle 28. The chairman, if any, of the Board of Directors, shall preside at every general meeting of the company. Abticle 29. If there is no such chairman, or if at any meeting he in not present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose some one of their number to be chairman. Abticle 30. The chairman may, with the consent of the meeting, adjourn auy meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business tft unfinished at the meeting from which the adjournment took place. Abticlk 31. At any general meeting, unless a poll is demanded by at least five members, a declaration by the Chairman that a resolution has been carried and an entry to that effect in the book of proceedings of the Company shall be sufficient evidence of the fact without proof ot the number or proportion of the votes recorded in favor or against such resolution. Abticle 32. If a poll is demanded by five or more members, it shall be taken in such manner as the Chairman directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting. In case of an equality of votes at any general meeting the (Chairman shall be entitled to and shall give a second or casting vote. VOTES OF MEMBERS. Abticle 33. Every shareholder shall hiive one vitte for tvery ten shares standing in his name. Abticle 34. If one or more perst)ns are jointly entitled to shares only one of such pers(>ns may vote in respect of such shares, and in the event of dispute the member whose name stands first shall have priority. Abticle 35. No memVjer shall be entitled to vote at any general meeting unless all calls due from him have been paid, and no member shall be entitled to vote in respect of any share he has acquired by transfer at any meeting held after fourteen days from the registration of the Company unless he has been possessed of the share in resjiect of which he claims to vote for at least fourteen days previously to the time of holding the meeting at which he pro- poses to vote. Abticle 36. Votes may be given either personally or by proxy. Abticle 37. The instrument appointing a proxy shall be in writing under the hand of the appointor, or if such appointor is a corporation under their common seal and shall be attested by one or more witness or witnesses. Abticle 38. Proxies shall be either special or general; if special, only valid for the time stated therein; if general, valid until cancelled. Abticle 3J. The instrument appointing a proxy shall be delivered to the Secretary either before or at the time of tialling any meeting to order and shall remain valid until revoked by the appointor and notice of the revoca- tion delivered to the Secretary. Abticle 40. No particular form of proxy shall be necessary, but it shall be attested by at least one witness. DIRECTORS. Abtiole 41. There shall be seven Directors, four of whom bhall constitute a quorum. The first Board of Directors shall be elected at the first general 25 meeting and shall bj ch )S3n from tha t«raaty-foar original promiters. Sub- sequent Boards of Directors shull ba forinad from am )a^ tin shareholders. ABnoLE 12. Pi-ovisioual Directors shill be appointed by the promoters, and shall hold office until the first general meeting, when a new Board shall be elected. > REMUNERATION OF DIRECTORS. Article 43. The remuneration of the Directors shall be determined by the Company in general meeting. POWERS OF DIRECTORS. Abticle 44. The Board of Directors shall have power to call meetings of the stockholders whenever they deem it necessary; To appoint and remove at pleasure all officers, agents and employees of the Company, and to prescribe their duties, fix their compensation, and require security for faithful service; To make rules and regulations provided they are not inconsistent with law or the Articles of Association; To declare dividends out of the surplus profits of the Company whenever they deem it advisable; To levy such assessments as, in their opinion, may from time to time be necessary for the purposes of the company; To make all contracts which, in their judgment, will subserve the interests of the company; and the signatures of the President and Secretary under the Company's seal, to any contract or obligation when authorized by a vote of a majority of the Directors shall b3 valid and binding upon the company. Provided always the Directors shall not incur any liabilities unless the company has sufficient funds in the bank to meet the same. It shall be the duty of the Directors to cause to be kept a complete record of all their official acts and full minutes of the proceedings of all meetings of the Board and of the shareholders; to require the Secretary and Treasurer to keep their books and accounts in a praper m inner; to cau-ie to be issued t » the shareholders in proportion to their respective interests, certificates of stock, provided that the aggregate amount of certificates so issued shall not exceed the capital stock of the company. Article 41. The continuing Directors may act notwithstanding any va- cancy in their body. DISQUALIFICATION OF DIRECTORS. Article 46. 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 participates in the profits of any contract with the Company. If he cease to own one thousand shares. But the above rules shall be subject to the following exceptions : That no Director shall vacate his office by reason of his being a member of any Com- pany which has entered into contracts with or done any work for the Com- pany of which he is a director; nevertheless he shall not vote in respect of such contract or work and if he do so vote his vote shall not be counted. Article 47. No director or officer of this company shall be a director or officer of any other Mining Company, working claims located in the Caribjo District. ELECTION OF DIRECTORS. Article 48. At the first general meeting in each year the whole of the Directors shall retire from office. 26 Article 49. The retiring Directors shall be eligible for re-election. Articlk 50. The Company, at the general meeting at which the Directors retire shall till up the vacated offices by electing a like number of persona. Article 51. If, at any general 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 until the same day in the next week at the same hour and i)lace, and if at such adjourned meeting the places of the va- cating Directors are not tilled up the vacating Directors, or such of them as shell! nut have 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 tilled up. Article 52. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any- person so chosen shall retain his office only so long as the vacating Director would have retained the same if no va- cancy had occurred. Article 53. Tlie 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, apjioint another in his stead. The person so appoint- ed shall hold office during 8U''h time only as the Director in whose place he •s a^jpoiuted would have held the same if he had not been removed. PllOCEEDINGS OF DIRECTORS. Article 54. The Directors may meet together for the dispatch of business, a Ijourn, and otherwise regulate their meetings as they think fit for the trans- ajuou of busim ss. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may at any time summon a meeting of Directors. Arti(;le 55. The Diinctors may elect a Chairman at their meetings and determine the period for which he is to hold office, but if no such Chairman is elected, or it at any meeting the Chairman is not present at the time ap- pointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting. Article 56. The Directors may delegate any of their powers to commit- tees consisting of such member or members of their body as they think fit. Any Committee so formed shall in the exercise of. the power so delegated con- form to any regulations that may be imposed upon them by the Directors. Article 57. A Committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of the votes of the members present, and in case of an equality of votes the Chair- man shall have a second or casting vote. Article 58. All acts done by any meeting of the Directors or of a Com- mittee of Directors or by any person acting as a Director, shall, notwithstand- ing that it bf! afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was quaUfied to be a Director. DUTIES OF OFFICEliS. PRESIDENT. Article 59. An officer to be appointed by the Board of Directors, and who shall be called the President, shall preside at all meetings of the Directors and of the shareholders. He shall sign as President all certificates or shares, and all c .racts and other instruments of writing which have been first ap- 27 rK iS, P- pvoved by the Board of Directors and affix the corporate seal to all iustru- ments ve(\m iing a seal.' He shall draw all warrants on the Treasurer. He shall have the casting vote at all meetings of the shar(4iol(ha's, whenever he shall deem it necessary, and shall have, subject to the advice of the share- holders, t ha direction of the affairs of the Company. In cases of his absence or inability from any cause, to discharge the duties of the office, the vacancy may be filled by the remaining members of the Board, permanently or teniix)- rarily, as the circumstances may recjuire and the person so elected shall bi; vested with all the powers of the offi^ie. TREASURER. The Treasurer shall deposit with the company's bank all monies and bullion belonging to the company, and draw the same under the direction of the Board of Dii'ectors, and in conformity with the By-Laws of the company. At each annual meeting of the shareholders, and as often as may be retpiired by the Board of Directors, he shall present a full statement of his accounts, with proper vouchers. He shall make no payment except on a warrant drawn by the President and countersigned by the Secretary. SECRETARY. The Secretary shall keep a full record of the proceedings of the Directoi* and shareholders. He shall keep the book of blank certificates of shares; fiU up, and countersign all certificates issued, and make the proper entries in the margin of such book on the issuance of certificate; he shall cancel all certificates surrendered to him before issuing new certificates in lieu thereof, and shall preserve the certificates so surrendered and cancelled as vouchers; he shall keep a transfer book and a share ledger in debt aud credit form, showing the number of shares issued to and transferred by any shareholder, and the date of such issuance and transfer ; he shall countersign all warrants drawn on the treasurer, keep proper account books, and perform such other duties as pertain to his office, and as are prescribed by the Board of Direc- tors. MANAGER. Article 62. A general manager shall be elected by the Board of Directors, aukl be removable at their pleasure; it shall ba the duty of such manager to reside at the mine of the company, and take charge of all property there belonging to the company, aud control and direct all labor and business pertaining to the interests, object, and operations of the company in British Columbia, subject, however, as far as practicable, to the advice of the directors residing there and entirely subject to direction and control of the Board of Directors; he shall make monthly returns to the Board of Directors, of all persons employed by the company, their wages aud time employed, and shall present therewith a statement of all expenditure made • by him and his vouchers therefor (duplicates of which shall be kept by him) and he shall also report the general condition of the mining work and all stock and material on hand ; should he require funds, he shall make a requisition on the Board of Directors therefore, stating the precise object for which they are required. If approved by the Board of Directors, the money shall be transmitted to him in such mode as they may direct; all bullion shall be sent to the registered office in Victoria. DIVIDENDS. Abticle 63. The Directors may declare a dividend to be paid to the mem- bers in proportion to their shares. Abticle 64. No dividend shall be payable except out of the profits arising from the business of the Company. 28 Abticle 65. The Directors may, before declarinf< any dividend sot asidi* out of the protits of the Company, such sum as they think proper as a reservn fund to meet contingencies or for ecjualizing dividends or for repairing or maintaining the works connected with the business of the Company or any part thereof, j^d the Directors may invest the sum so sot apart as a reserve fund upon such securities as they may select. Abticlr 6(). The Directors may deduct from the dividends payable to any member all such sums of money as may be due from him to the Cottipany on account of calls or otherwise, ARTiciiK (57. Notice of any dividend that may have been declared shall be given to each member in manner hereinafter mentioned, and all dividends un- claimed for three years after having been declared may be forfeited by the Directors for Ihe benefit of the Company. Abticlh: 68. No dividend shall bear interest as against the Company. ACCOUNTS. Abtiole 69. The Directors shall cause true accounts to be kept: — Of the property of the Company. Of the sums of money received and expended by the Company and the matter in respect of which such receipt and expenditure takes place, and — Of the credits and liabitities of the Company. The books of account shall be kept at the registered office of the Company and subject to a \y reasonable restrictions as to thi; time and manner of in- specting the same that may be imposed by the Company in general meeting, sliiiil bj open to thts inspection of thj members during the hours of business. Abtiulk 70. Once at the least in every year the Directors shall lay before the Company in general meeting a statement of the income and expenc' ture for the past year maile up to a date not more than three months before such meeting. Abxicle 71. The statement so made shall show, arranged under the most convenient heads, the amount of gross income distinguishing the several sour- ces from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries and other like mat- ters. 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 distributable over several years has been incurred in any one year, the whole amount of such item shall be stated with tho addition of the reasons why only a portion of such expenditure is chargeable against the income of the year. Abticlr 72. 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 . inimary of the property and liabilities of the Company an-anged under the i: ds appearing in the form annexed to Table A in the said Act, or as near I. . reto as circumstances admit. AUDIT. Abticle 73. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors. Abticlk 74. The first auditors shall be appointed by the Directors. Sub- sequent auditors shall be appointed by the Company in general meeting. Abticle 75. If one auditor only is appointed all the provisions herein contained relating to auditors shall apply to him. Abticle 76. The auditors may be members of the Company, but no person is eligible as an auditor who is interested otherwise than as a member in any 29 trauHuctiou of the Cuuiptiuy, and uo Director or any other officer of the Com- pany is eligible during his continuance in office. Aktiole 77 . The election of auditors shall be made by the Company at their ordinary meeting in each year. Article 78. The remuneration of the first auditors shall be fixed by the Directors; that of subsequent auditors shall be fixed by the Company in gen- eral meeting. Article 79. Any auditor shall be re-eligible on his quitting office. Article 80. If any casual vacancy occurs in the office of any auditor ap- pointed by the Company, the Directors shall forthwith call an extraordinary' general meeting for the purpose of supplying the same. Article 81. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto. Article 82. Every auditor shall have a list delivered to him of all books kept by the Company, and shall at all reasonable times have access to ths books and accounts of the company. He may, at the expense of the company, employ accountants or other jiersons to assist him in investigating such accounts, and he may, in relation to such accounts, examine the Directors or other officers of the Company. Article 83. The auditors shall make a report to the members upon the balance sheet and accounts and in every report they shall state whether in their opinion the balance sheet is a full and fair balance sheet containing the particulars required by these regulations and properly drawn up so as to exhibit a true and correct view of the state of the Company's afi'airs, and in case they have called for explanations or information from the Directors whether such explanations or information have been given by the Directors and whether they have been satisfactory , and such report shall be read to- gether with the report of the Directors at the ordinary meeting. NOTICES. Article 84. A notice may be served by the (Company upon any member either personally or by sending it through the post in a prepaid letter to such member at his registered place of abode. Article 85. All notices directed to be given to the members shall with respect to any share to which persons are jointly entitled be given to which- ever 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. Article 86. Any notice if served by post shall be deemed to have been served at the time when the letter containing the same would, if applied for, he delivered in the ordinary course of the post, and in proving such serArice it shall be sufficient to prove that the letter containing the notice was properly addressed and jfUt into the post-office. SPECIAL ARTICLES. Article 87. And whereas the promoters of the Company hereinafter named in consideration of their holding for and agreeing to transfer to the Company, certain quartz locations and alluvial deposits in Cariboo, retain 54,000 shares allotted among themselves as follows: — David Kurtz, D. Manson, Charles Wilson, F. J. Barnard, C. F. Houghton, Joshua Davis, J. Heywood, D, W. Higgins, Jno. Robson, G. A. Sargison, H. C. Beeton, R. B. Harper, G. J. Findlay, Hugh Nelson, H. M. Ball, S. Nesbit, John Grant, C. Morton, Isaac Oppenhtimer, C. T. Dupont, J. A. llaymur, Henry Rhodes, John Kurtz, J. A. Mara. It is hereby declared the said fifty-four thousand shares are held equally liable to calls as are the remaining seventy-one thousand, making the whole ■I 30 of the one hundred and twenty-five thouHimd Hharew liable to asHesHnient to the extent of $5 per share. Abticlk 88. It shall be lawful for the Directors to sell at such time or times in such manner and for such sum or sums not less than (me dollar and fifty cents per share as they shall think fit the remaining seventy-one thousand shares. Abticle 89. The proceeds of the sale of the shares as per article No. 8S shall be applied solely to the purchase of machinery and to the working of the mines belonging to the company. Abticle 90. The purchase money paid by any person purchasing any of the seventy-one thousand shares will not be reckoned nor deemed part payment of his liability to calls nor place him by reason of such payment in any better position than that of the promoting shareholders except that such shares become immediately negotiable. • ADDENDA. The withm prospectus was prepared with the expectation that the bond spoken of therein would be signed by all the promoters before the within prospectus should be issued, but, in consequence of the absence of several of the promoters from Victoria, it has not been possible to obtain the signatures of all. Intending purchasers of shares are therefore notified that the said bond has been signed by promoters representing 48,000 shares only and that steps wiU be taken at once to obtain the signatures of such promoters as have not signed akeady. Intending purchasers will be informed by the Secretary of the Company, on application, as to whether such promoters have or have not signed.