IMAGE EVALUATION
TEST TARGET (MT-S)

1.0

I.I

!^ 12 8

12.5
22

ii£ IIIIIM

1.8

;

1.25 1.4

1.6

<< 6" —

►

Photographic

Sciences
Corporation

23 WEST MAIN STREET

WEBSTER, N.Y MS80

(716) S72-4503

L1>'

^'^

^J%

;:<?

% 4^.

CIHM/ICMH

Microfiche

Series.

CIHM/ICMH
Collection de
microfiches.

Canadian institute for Historical Microreproductions / Institut Canadian de microreproductions historiques

T«chnical and Bibliographic Notat/Notat tachniquaa at bibiiographiquaa

Tha Inatituta haa attamptad to obtain tha baat
original copy avallabia for filming. Faaturaa of thia
copy which may ba bibliographlcally uniqua,
which may altar any of tha imagaa in tha
raproduction, or which may significantly changa
tha uauai mathod of filming, ara chackad balow.

D
D

Colourad covers/
Couvartura da coulaur

|~n Covars damagad/

Couvartura andommagte

Covars rastorad and/or laminatad/
Couvartura rastaurda at/ou pailiculAa

r~] Covar titia missing/

La titra da couvartura manqua

I I Colourad maps/

Cartas giographiquas an coulaur

□ 'Colourad ink (i.a. othar than blua or blackly
Encra da coulaur (i.a. autra qua blaua ou noira)

I I Colourad platas and/or illustrations/

Planchas at/ou illustrations 9n coulaur

Bound with othar matarial/
Rail* avac d'autras documants

Tight binding may causa shadows or distortion
along intarior margin/

La raliura sarrAa paut causar da I'ombra ou da la
distortion la long da la marga intiriaura

Blank laavas addad during rastoration may
appaar w!thin tha taxt. Whanavar possibia, thasa
hava baan omittad from filming/
II sa paut qua cartainas pagas blanches ajout^as
lors d'una rastau ration apparalssant dans la taxta.
mais, lorsqua cala Atait possibia, ces pagas n'ont
pas «t« filmias.

Additional comments:/
Commantairas suppltmantairas;

L'Institut a microfilm* la maillaur axamplaira
qu'il lui a AtA possibia da aa procurer. Las details
da cat axemplaire qui sont peut-Atre uniques du
point de vue bibliographiqua, qui pauvant modifier
une image reproduite, ou qui peuvent exiger une
modification dans la mithode normala de filmaga
sont indiquAs ci-deaaous.

Tl
to

I — I Coloured pages/

Pages de couleur

Pagas damaged/
Pages endommagAes

Pages restored and/o(

Pagas restaur6es et/ou pelliculAes

Pages discoloured, stained or foxe(
Pages dAcoiorAes. tachatAes ou piquAes

Pages detached/
Pages ditachAos

Showthroughy
Transparence

Quality of prir

QualitA inAgala de I'impression

Includes supplementary matarii
Comprend du materiel supplAmantalre

Only edition available/
Saule Mition disponible

I — I Pagas damaged/

I — I Pages restored and/or laminated/

r~~] Pages discoloured, stained or foxed/

I I Pages detached/

r~~| Showthrough/

I I Quality of print varies/

r~| Includes supplementary material/

r~-\ Only edition available/

P(
o

O
bt
th

8i(
ot
fir
8i(
or

sh
Tl

M
dil
an
ba
rig
ra<
mi

Pages wholly or partially obscured by errata
slips, tissues, etc., hava baan rafiimad to
ensure the best possible image/
Lea pagas totalement ou partiellement
obscurcies par un feuillet d'errata. una palure.
etc.. ont 6x4 film4es A nouveau da fapon A
obtanir la mailleure image possible.

This item is filmed at tha reduction ratio checked below/

Ca document est filmA au taux da reduction indiqui ci-dessous.

10X 14X 18X 22X

28X

30X

I I I I I ■ /

12X

16X

aox

24X

28X

32X

«tailt
m du
nodifiar
tr une
llmaga

irrata
to

palura,
in A

32X

Tha copy filmad hara hat baan raproducad thank*
to tha ganarotity of:

Library Division

Provincial Archives of British Columbia

Tha imagaa appaaring hara ara tha baat quality
posaibia conaidaring tha condition and lagibility
of tha original copy and in kaaping with tha
filming contract apacificationt.

Original copiaa in printad papar covars ara filmad
baginning with tha front covar and anding on
tha laat paga with a printad or illustratad impraa-
tiun, or tha back covar whan appropriata. All
othar original copiaa ara filmad baginning on tha
firat paga with a printad or illustratad impras-
sion, and anding on tha last paga with a printad
or illustratad imprassion.

Tha last racorded frama on aach microficha
shall contain tha symbol — ^ (meaning "CON-
TINUED"), or tha symbol V (maaning "END"),
whichavar applies.

Maps, platas, charts, etc., may be filmed at
different reduction ratios. Those too large to be
entirely included in one exposure are filmed
beginning in the upper left hand corner, left to
right and top to bottom, as many frames as
required. The following diagrams illustrate the
method:

L'examplaira film* fut raproduit grAca A la
gAnAroaiti da:

Library Division

Provincial Archives of British Columbia

Laa images suivantaa ont AtA raproduitaa avac la
plus grand soin, compta tanu da la condition at
da la nattatA da I'axamplaira filmA, et mn
conformitA avac las conditions du contrat da
filmaga.

Las axemplairaa originaux dont la couvartura mn
papier aat imprimAa sont filmAa •n commar-pant
par la premier plat at an terminant soit par la
darniAra paga qui comporte una amprainta
d'impraaaion ou d'illuatration. aoit par la aacond
plat, salon la caa. Toua laa autras axemplairaa
originaux sont filmAs un commandant par la
pramiAre paga qui comporte une emprainta
d'imprassion ou d'illustration at en terminant par
la derniAre paga qui comporte une telle
empreinte.

Un des symbolas suivants apparaftra sur la
derniAre image de cheque microfiche, selon le
cas: le symbole — ^ signifie "A SUIVRE ', le
symbole V signifie "FIN".

Les cartes, planches, tableaux, etc., peuvent Atra
filmAs A das taux de rAduction diffArents.
Lorsque le document est trop grand pour Atra
raproduit en un seul clichA. il est filmA A partir
de Tangle supArieur gauche, de gauche A droite.
et de haut en bas, en prenant le nombre
d'imagas nAcessaire. Las diagrammas suivants
illustrent la mAthode.

sisi^'^^f

;,£^S^iP!??^^iiiW

'is, ** 4^1

rtlcles of ^soclatloi^

— O*^'

f'S

»'i

"^^fc 4m

^'K^WM^ijR e.

MEMORANDUM

— AND—

^rticles of ^^sociatioi|

-OF-

The British Columbian

Investient and Loan Soeiety,

LIlS-dllTED. :-

VICTORIA, B. C:

jAa A. oohbn's biiBOTBio motor fbikt.

1890.

}

Inve

City

Britij

COl

MEMORANDUM OF ASSOCIATION.

l8t. The name of the Company is "The British Columbia-
Investment and Loan Society, Limited."

2nd. The registered office of the Company will be situate in the
City of Victoria, in the Province of British Columbia.

3rd. The objects for which the Company is established are:—

1. To invest and lend money at interest on the
security of real estate or other property in British
Columbia and elsewhere, or any interest therein, includ-
ing existing mortgages, or other securities. Also, to
purchase the bonds or debentures of any Government or
Municipal body, or of any Incorporated Railway Com-
pany, or other incorporated body.

2. To acquire, hold and sell any such property as
aforesaid, purchase as aforesaid, or accepted as security
for money advanced by, or owing to, the Company.

3. To build on, drain, let, farm, develop, or other-
wise utilize or improve, and generally exercise the
rights of owners over any property the Company may
lend on, or acquire an interest in.

4. To undertake agencies, and conduct financial
business of any kind in British Columbia and elsewhere.

5. To receive and take money on deposit, or for in-
vestment on the guarantee of the Company or otherwise,
or to guarantee payment of any money expressed to be
secured by any mortgage.

Archives I 6. To borrow money at interest, and to issue bonds
of »r debentures as security therefor; and

British Columbia

O'REILLY
COLL£CWON

7. To perform all such acts, matters and things hs
the Company may deem incidental or otherwise con-
dncive to the attainment of any of the above objects, or
to the conversion or disposition of any security or
property held by the Company.

4th . The liability of thd members is limited.

5th. The capital of the Company is $500,000, divided into
10,000 shares of $50 each, with power to issue all or any part of the
capital for the time being unissued, or any additional capital, at any
premium, or with the right to any preferential or guaranteed divi-
dend or other privilege, or subject to any postponement, restriction
or conditions.

We, the several persons whose names dnd addresses are sub-
scribed, are desirous of being formed into a Company in pursuance
of this Memorandum of Association, and we respectively agree to
take the number of shares in the capital of the Company set opposite
our respective names.

Names, Addresses and Oooapation of Subscribers.

Number of Shares
Taken.

Thomas Sarle, Victoria, Merchant

200

D. R. Harris, " Real Estate Agt. ...... .

F. G. Vernon, " * Landowner

200
200

M. W. Tyrwhitt Drake, Victoria, Gentn

Tho. B. Hall, Victoria, B. C, Merchant

200
200

Henry Pr Pellew Crease, Victoria, B. C, Landowner
James C. Prevost, Victoria, B.C., Landed Proprietor
Edgar Crow Baker, Landowner, Victoria and Van-
couver.

200
200

200

Ernest B. C. Hanington, Physician, Victoria

G. A. Keefer, Civil Engineer, Victoria

200
200

J. A. Mara, Merchant, Kamloo^s

Wm. Wilson, Merchant, Victoria

M. H. Cowan, Merchant, Victoria.

200
200
200

Thos. W. Paterson, Contractor, Victoria

200

Georce Stellv, Contractor, Victoria

200

F. 8. Barnard, Accountant, Victoria

200

things H»
ise con-
ijects, or
urity or

ied iuto
•t of the
il, at any
eed divi-
>8triction

are sub-

ursuauce

agree to

opposite

if Shares
m.

Number of SbareH
THken.

Thos. Shotbolt, Chemist & Druggist, VictoilH.. . .
Wm. P. Sayward, Lumber Merchant, Victoria. . .

L. B. Hamlin, C. E., Victoria

8. J. Pitts, Merchant, Victoria

J. a Helmoken. M.R.C.8., Victoria. ............

Henry Young, Dry Goods Merchant, Victoria

W. J. Mncaulay, LuL^ber Merchant, Victoria

John Grant, Merchant, Victoria

Henry Dumbleton, Gentleman, Victoria

Chas. Hayward, Contractor, Victoria, B. C

P. C. Dunlevy. Farmer, Soda Creek

C. T. Dupont, Gentleman, Victoria

J. F. Hawkn, Farmer, Soda Creek

D. Oppenheimer, Merchant, Vancouver

A. W. Vowell, Indian Supt. B. C, Victoria

P. O'Reilly, Ind. R. C, Victoria

Robt. E. Jackson, Barri;ater, Victoria

Samuel M. Robins, Supt.of Collieries, Nanaimo, B.C.
Alex Staveley Hill, Q. C, M. P., Oxley Manor,

England

Joseph W. Trutch, Victoria, B. C, C.E

Robert Beaven, Victoria, Landowner

E. A. McQuade, Victoria, Ship Chandler

200
200
200
200
200
200
200
200
200
200
200
200
200
200
200
200
200
200

200
200
200
200

5^5^!*^

ARTICLES OF ASSOCIATION

— —OF THE

British Golnmbian Investippnl and Loan Society,

a.7- -XiIlidilTST). --.^

It is agreed as follows : —

1. The regulations contained in the table marked A in the first
schedule to "The Companies Act, 1862," shall not apply to this
Company, which shall be governed by the follomng regulations, or
such other regulations as shall be substituted for the same:

2. The business of the Company may be commenced as soon
after the incorporation of the Company as the Board of Directors
(hereinafter called the Board) shall think fit, and notwithstanding
that part only of the shares may have been taken.

3. The office of the Company shall be at such place in the City
of Victoria, or at such other place in Briti&h Columbia as the
Directors may from time to time appoint.

SHARES.

4. If several persons are registered as joint holders of any
share, any one of such persons may give effectual receipts for any
dividend payable in respect of such share.

5. Every member shall, on payment of fifty cents, or such less
sum as the Board may prescribe, be entitled to a certificate, under
the common seal of the Company, specifying the share or shares
helu by him, and the amonnt paid up thereon .

6. If such certificate is worn out or lost, it may be renewed,
on payment of fifty cents, or such less sum as the Board may pre-
scribe.

CALLS ON SHARES.

7. The Board may from time to time make such calls upon the
members in respect of all monies unpaid on their shares as they think
fit, provideu that there be aninteiDal of not less than thirty days between
each call, and that iwenty-one days' notice be given of each call, and also
that $1.00 per share shall be paid on allotment and afterwards no
more than 50c. per share shall be called at any one time.

8. A call shall be deemed to have been made at the time when
the resolution of the Directors authorizing such call was passed.

9. If the call payable in respect of any share is not paid before
or on the day appointed for payment thereof, the holder for the time
being of such share shall be liable to pay interest for the same at the
rate of ten per cent, per annum, or such less rate as the Board at
the time of making such call shall fix, from the day appointed for
payment thereof to the time of the actual payment.

TRANSFERS OF SHARES.

10. The instrument of transfer of any share in the Company
shall be executed both by the transferror and transferree, and the
transferror shall be deemed to remain a holder of such share until
the name of the transferree is entered in the register book in respect
thereof.

11. Shares in the Company shall be transferred in the follow-
ing form :

I of

in consideration of the sum of

dollars, paid to me by

of do

hereby transifer to the said

the share (or shares) numbered standing

in my name in the books ot the British Columbian Investment anp
Loan Sogieit, Limited, to hold unto the said

, his executors, administrators, and assigns,
subject to the several conditions on which I held the same at the
time of the execution hereof ; and I, the said

do hereby agree to take the said share (or
shares) subject to the same conditions. As witness our hands, the

day of

upon the '
hey think
ya between
II, and also
■wards no

;ime when
assed.

lid before
)r the time
fime at the
B Board at
minted for

I Company

, and the

share until

in respect

the fol low-

do
standing

JTMENT AND

nd assigns,
me at the

d share (or
hands, the

12. Before registration of any transfer, the iiistrucient of transfer
shall be deposited with and shall thenceforward be kept by^the
Company.

13. The Company may decline to register any transfer of shares
made by a member who is indebted to them, or any transfer of
shares not fully paid up if the Board shall be of the opinion that the
transferree is not a responsible person.

14. The transfer books shall be closed during the fourteen days
immediately preceding the ordinary general meeting in each year.

16. The transfer books may be closed by the Board for any
period not exceeding 14 days immediately preceding the ordinary
general meeting in each year, and for any like period preceding the
payment of an interim divideiid.

16. The board shall not employ the funds of the Company in
the purchase of or advance on its own shares.

17. No member shall hold more than 200 shares.

TRANSMISSION OF SHARES.

18. The executors or administrators of a deceased member
shall be the only persons recognized by the Company as having any
title to his share.

19 Any person becoming entitled to a share in consequence
of tbe death, bankruptcy or insolvency of any member or in con-
sequence of the marriage of any female member, may be registered
as a member upon snch evidence being produced as may from time
to time be required by the Company.

20. Any person who has become entitled to a share in con-
sequence of the deatfi, bankruptcy or insolvency, of any member, or
in consequence of the marriage of any female member, or in any way
other than by transfer may upon such evidence being produced as
may from time to time be required by the Board, either be register-
ed himself as the holder of the sha'*e or elect to have some person to
be named by him and approved by the Board registered as a transfer-
ree of such shares.

21. The person so becoming entitled shall testify such election
by executing to his nominee an instrument of transfer of such share;
but he shall not be freed from liability until his nominee shall have
been registered as a transferree of such share.

FORFEITURE OF SHARES.

22. If any member fails to pay any call on the day appointed
for payment thereof, the Board may, at any time thereafter, during
such time as the call remains unpaid, serve a notice on him, requir-
ing him to pay such call together with any interest and expenses
that may have accrued by reason of such non-payment.

23. The notice shall name a further day, not being less than 21
days from the day of service, on or before which such call, and all
interest and expenses that have accrued by reason of such non-pay-
ment, are to be paid. It shall also name the place where payment
is to be made (the place so named being either the reginterd office of
the Company or some other place at which calls of the Company are
usually made payable.) The notice shall also state that in the event
of non-payment at or before the time and at the place appointed he
shares in respect of which such call was made will be liable to be
forfeited.

24. If the requisitions of any such notice hs aforesaid are not
complied with, any share in respect of which such notice has been
given may at any time thereafter , before payment of all calls, interest,
and expenses due in respect thereof has been made, be forfeited, by
a resolution of the Board to that effect.

25. Any share so forfeited shall be deemed to be the property
of the Company and may be disposed of in such manner as the Corn-
puny in general meeting thinks fit.

26. Any member whose shares have been forfeited shall not-
withstanding be liable to pay to the Company all calls owing upon
such shares at the time of the forfeiture, with interest and expenses
(if any) accrued in respect thereof.

27. The Board may, if they think fit, enforce the payment of
any call of which default may have been made, notwithstanding the
share or shares in respect of which the calls have been made have
been declared to be forfeited, and without prejudice to such for-
feiture.

h election
acb share;
ball have

appointed
»r, during
m, requir-
expenses

»ss than 21
., and all
1 non-pay-
) payment
rd office of
mpany are
1 the event
tointed he
ible to be

id are not

has been

s, interest,

rfeited, by

J property
s the Com-

shall not-
ving upon
I expenses

ayment of

nding the

oade have

such for-

23. The Board may extinguish, sell or otherwise dispose of
any share or shares which may have been forfeited for non-payment of
calls or for auy other reason, in such manner as they may think proper
and the board may in their absolute discretion remit or annul the
forfeiture of any sh ire or shares which may have been declared for-
feited for non-payment of calls upon payment of all arrears of calls
and of all interest then due thereon together with such sum of money
by way of fine as the Board shall determine upon.

29. A statutory declaration in writing, that the call in respect
of a share was made and notice thereof given, and that default in
payment of the call was made and that the forfeiture of the share
was made by a resolution of the Board to that effect, shall be
sufficient evidence of the facts therein stated, as against all persons
entitled to such share, and such declaration, and the receipt of the
Company for the price of such share, shall constitute a good title to
such share, and a certificate of proprietorship shall be delivered to a
purchaser, and thereupon he shall be deemed the holder of such
share 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 share be affected by any irregularity in the
proceedings in reference to such sale.

CONVERSION OF SHARES INTO STOCK.

30. The Board may with the sanction of the Company, previ-
ously given in general meeting, convert any paid up shares into
stock.

31. When any shares have been converted into stock, the
several holders of such stock may thenceforth transfer their respec-
tive interests therein, or any part of such interests, in the same man-
ner and subject to the same regulations as and subject to which any
shares in the capital of the Oompany may be transferred, or as near
thereto as circumstances admit.

32. The several holders of stock shall be entitled to partici-
pate in the dividends and profits of the Company according to the
air unt of their respective interests in such stock; and such interests
shall, in proportion to the amount thereof, confer on the holders
thereof respectively the same privileges and advantages for the
purpose of voting at meetings of the Company, and for other pur-

poses, as would have been conferred by shares of equal amount in
the capital of the Company ; but so that none of such privileges or
advantages, except the participation in the dividends and profits of
the Company, shall be conferred by any such aliquot part of consoli-
dated stock as would not, if existing in shares, have conferred such
privileges or advantages.

INCREASE IN CAPITAL.

33. The Board may, from time to time, with the sanction of a
sp'^cial resolution of the Company previously given in general meet-
ing, increase its capital beyond the s;iid sum of $500,000 by the
issue of new shares, such aggregate increase to be of such amount,
and to be divided into shares of such respective amounts as the
Company in general meeting directs, or, if uo direction is given, as
the directors think expedient.

34. 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 limiting a
time 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 Board may dispose of the
same in such manner as they think most beneficial to the Company.

35. Subject to any such direction as in the last preceding
article is referred to, any capital raised by the creation of new shares
shall be considered as part of the original capital, and shall be sub-
ject to the same provisions with reference to the payment of calls,
and the forfeiture of shares on non-payment of calls, or otherwise, as
if it had been part of the original capital.

GENERAL MEETINGS.

36. The first general meeting shall be held at such time, not
being more than four months after the registration of the Company,
and at such place, in. the City of Victoria, British Columbia, as the
Board may determine.

mount Id
vileges or
profits of

f CODSoli-

:red such

ction of tt
Bral meet-
00 by the

amount,
nts as the

given, as

^ be given
lew shares
ing shares
jifying the
limiting a
Qed to be
receipt of
reu that he
ose of the
Company.

preceding
lew shares
all be sub-
t of calls,
lerwise, as

I time, not
Company,
>ia, as the

37. Subsequent general meetings shall be held at such time
and place as may be prescribed by the Company in general meeting ;
and if no other time or place is prescribed, a general meeting shall
be held on the first Monday in June in every year, at such placo as
may be determined by the Board.

38. The above mentioned general meetings shall be called or-
dinary meetings, all other general meetings shall be called extraor-
dinary.

39. The Board may, whenever they think fit, and they shall,
upon a requisition made in writing by not less than one-fifth of the
members of the Company, representing in the aggregate subscribed
capital to the amount of $50,000 at the least, convene an extraor-
dinary general meeting.

40. Any requisition made by the members shall express the
object of the meeting proposed to be called, and shall be left at the
registered office of the Company.

41 . Upon the receipt of such requisition the Board shall forth-
with proceed to convene an extraordinary general meeting. If they
do not proceed to convene the same within twenty-one days from the
date of the delivery, as aforesaid, of such a requisition, the requisi-
tionists, or any other members amounting to the required number,
and representing the required iimount of capital, may themselves
convene an extrdordinary general meeting.

PROCEEDINGS AT GENERAL MEETINGS.

42. Seven days' notice at the least and not more than thirty
days, 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, as may be prescribed by the Company in general
meeting ; but the non-receipt of such notice by any member shall
not invalidate the proceedings at any general meeting.

48. All business shall be deemed special that is transacted at
an extraordinary meeting, and all that is transacted at an ordinary
meeting, with the exception of sanctioning a dividend, and the con-
sideration of the accounts, balance sheets, and the ordinary report
of the Board.

44. No business shall be transacted at any general meeting,
except the declaration of a dividend, unless a quorum of members is
present in person at the time when the meeting proceeds to business;
and such quoi urn shall be ascertained as follows, that is to say : — If
the persons who have taken shares in the Company at the time of
the meeting do not exceed ten in number, the quorum shall be five ;
if they exceed ten, there shall be added to the above quorum one for
every five additional members up to fifty; and one for every ten
additional members after fifty, with this limitation, that no quorum
shall in any case exceed twenty ; nor shall any business, except as
aforesaid, be transacted at any such meeting unless the members
present represent (either in person or by proxy) two-thirds of the
shares in the capital of the Company for the time being subscribed for

45. If within one hour from the time appointed for the meeting
a quorum is not prf^sent, the meeting, if convened upon the requisi-
tion of members, shall be dissolved ; in any other case it shall stand
adjourned to the same day in the next week at the same time and
place; and the members then present, though they may not amount
to a quorum, shall proceed to the business for which the meeting
was called.

46. The chairman (if any) of the Board shall preside as chair-
man at every general meeting of the Company.

47. If there is no such chairman, or if at any meeting he is
not present within fifteen minutes after the time appointed for hold-
ing the meeting, the members present shall choose some one of their
number to be chairman.

48. The chairman may, with the conseut of the meeting, adjourn
any meeting from time to time, and from place to place, but no
business shall be transacted at any adjourned meeting other than the
business left unfinished at the meeting from which the adjournment
took place.

49. 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 proceed-
ings of the Company, shall be sufficient evidence of the fact, without
proof of the number or proportion of the votes recorded in favor of
or against $>uch resolution.

50. 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 suoh

neeting,

nbers is

usiness;

ay :— If

time of

be five ;

one for

v^ery ten

quorum

scept as

nembers

8 of the

ribed for

meeting

requisi-

all stand

;ime and

t amount

meeting

as chair-
ing he is
for hold-
e of their

, adjourn
e, but no
' than the
mrnment

ed by at
esolution
proceed-
, without
I favor of

; shall be
[t of such

poll shall be deemed to be the resolution of the Company in general
meeting.

51. In the case of au equality of votes at any general meeting,
the chairman shall, whether a poll be demanded or not. give the
casting vote.

VOTE OF MEMBERS.

52. Every member shall have one vote for every share held by
him.

53. If any member is a lunatic or idiot, he may vote by his
committee, curator bonis or other legal curator.

54. If two or more persons are jointly entitled to a share or
shares, the member whose name stands first in the register of mem-
bers, as one of the holders of such share or shares, and no other,
shall be entitled to vote in respect of the same.

55. No member shall be entitled to vote at any general meeting
unless all calls due from him have been paid, and no member shall
be entitled to vote in respect of any share that he has acquired by
transfer, at any meeting held after the expiration of three months
from the registration of the Company unless he has been possessed
of the nhare in respeec of whicli be claims to vote for at least one
month previously to the time of holding the meeting at which he pro-
poses to vote.

66. Votes may be given either personally or by proxy.

57. The instrument appointing a proxy shall be in writing,
under the hand of the appointor, or if such appointor is a corpora-
tion, 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 L. ember of the Company.

58. The instrument appointing a proxy shall be deposited at
the registered or head office of the Company not less than twenty-
four hours before the time for holding the meeting at which the per-
son named in such instrument proposes to vote, but no instrument
appointing a proxy shall be valid after the expiration of twelve
months from the date of its execution.

59. Any iiiBtrument appointing a proxy may be in the follow-
ing form :

The British Columbian Investment and Loan Society, Limited.

I of

being a member of the
British Columbian Investment and Loan Society, Limited, and en-
titled to vote or votes, hereby
appoint

as my proxy, to vote for me and on my behalf at the [ordinary
or extraordinary, as the ease may be] general meeting of the Com-
pany lo be held on the day of

, and at any adjournment thereof [or at any meeting
of the Company that may be held in the year ].

As witness my hand, this

Signed by the said
in the presence of

dav of

DIRECTORS.

60. The number of the directors and the names of the first di-
rectors, shall be determined by the subscribers of the raeuiorandum
of association, or the majority of such subscribers.

61. No person shall be eligible for election to the office of a Di-
rector who does not hold 50 shares at the least in the capital of the
Coiupany.

62. The future remuneration of the directors, and their remun-
eration for services performed previously to the first general meeting,
shall be determined by the Company in general meeting.

POWERS OF DIRECTORS.

63. The business of the Company shall be managed by the
Board, who may carry on the same in accordance with these presents
and with the memorandum of association in such manner as in their
judgment and discretion they may think expedient. The Board may
in so doing exercise, in addition to the powers and authorities by

follow-

iimited.

ir of the
and en-
, hereby

)rdinary
16 Com-

meeting

I first di-
orandum

3 of a Di-
ll of the

r remuu-
. meeting,

sd by the
B presents
,8 in their
Joard may
orities by

these presents expressly conferred upon them, all such powers of the
Company and do all such acts and things as are not by the Com-
pany's Act, 1862, or any act for the time being in force in the
Province of British Columbia, or by these presents directed or re-
quired to be exercised or done by the Company in general meeting,
subject, nevertheless, to any regulation of these presents and to th<^
provisions of either of the aforesaid statutes, and to such valid reg-
ulations (being not inconsistent with the aforesaid regulations or pro-
visions) as may be prescribed by the Company in general meeting,
but no regulation made by the Company in general meeting shall in-
validate any prior act of the Board which would have been valid if
such legislation had not been made

64. In particular and without prejudice to the generality of the
last preceding article the Board may, in the manngemeht of the bus-
iness of the Company, subject to the restrictions hereinafter contain-
ed, without any further power or authority from the members im-
mediately on the incorporation of the Company, and notwithstanding
that the nominal capital may have been only partially subscribed,
commence business and do the following things in the name and on
behalf of the Company.

(a) They may pay all expenses of and incidental or prelim-
inary to the formation and incorporation of the Company
and procuring its capital to be subscribed.

(6.) The Board is to have exclusive direction of all matters rel-
ative to shares, calls and dividends, and the creation, issue
and redemption of bonds.

{<;.) They may aflBx the seal to and execute all agreements, con-
veyances, mortgages, bonds, debentures, exchanges leases,
and other deeds and documents which they may think
necessary.

{<!.) They may give time to any debtor of the Company.

(e.) They may receive money on deposit at interest or other-
wise, and from time to time raise or borrow in the name
or on behalf of the Company such sums of money as they
may think expedient by way of mortgage, or by debentures,
obligations, bonds, debenture stock, or in such other man-
ner as they may deem best.

(/.) They may, in addition, make, accept, draw or endorse any
promissory note, bill of exchange, banker's draft, bill of
lading or other such like instrument, on behalf uf the Com-
pany, and in the ordinary course of its business subject to
such regulations as the Board may from time to time de-
termine on.

(g.) They may appoint and remove such managtrs, secretaries,
treasurers, surveyors, solicitors, bankers, agents, officers
and servants, as they may think fit ; but they shall require
that every managing director, manager, secretary or
treasurer, shall give Bonds for the faithful discharge of
their duties and in such amount as they may think proper.

(h.) They may determine on the device to be used for the
seal of the Company, and cause the same to be executed,
and make regulations for its custody and uses.

(I.) They may invest any monies of the Company, upon any
security, real or personal, other than the shares of the
Company, as they may think fit.

(j. ) Generally the Board and any committee duly appointed by
the Board may (subject as herein appears) at their abso-
lute discretion, do and perform every act and thing which
they may judge necessary or expedient for the purposes of
carrying on the business of the Company, excepting any
such act or thing as by these presents, or by the aforesaid
statutes, is prohibited; provided always that if and when-
ever by these presents or by the aforesaid statutes the
previous sanction of a general meeting is required, they
shall not act without such sanction.

65. The directors are respectively not to be liable personally
for any acts done on behalf ef the Company or for any losses incurred
or sustained by the Company unless the same shall have happened
through their wilful neglect or default respectively. But every di-
rector, managing director, manager trustee, agent or other officer of
the Company, shall be indemnified by the Company against, and it
shall be the duty of the directors, out of the funds of the Company,
to pay all costs, losses and expenses, which any such officer may
bona fide incur, or become liable to, by reason of any contract bona-
fide entered into, or act or deed bona fido done by him in the dis-

rse any
, bill of
lie Com-
bject to
ime de-

•etaries,
officers
. require
jtary or
barge of
: proper,
for the
ixecuied,

pen any
es of the

)inted by
eir abso-
ig which
rposes of
ting any
=iforesaid
id when-
utes the
ed, they

ersonally
incurred
lappened
)very di-
officer of
it, and it
Company,
icer may
act bona-
the dis-

•

charge, or intended discharge, of his duties as such officer, and the
amount for which such indemnity is provided, shall immediate-
ly attach as a lien on the property of the Company and have
priority as between the members over all other claims. And no direc-
tor, manager, or other officer of the Company, shall be answerable for
any attorney or agent who may be employed by him, or with his con-
currence on behalf of the Company, nor for any banker, broker,
auctioneer or other person with whom or into whose hands any mon-
ies or other property of the Company may be deposited or come, nor
for the insufficiency or deficiency of any bills drawn or negotiated or
received by way of remittance or of any investment or securities
taken on behalf of the Company, nor for any omission to give notice
of dishonor, or any omission to insure or repair or other defect of
management, nor for any othei- loss unless the same shall happen
through his own wilful neglect or default as aforesaid.

66. The continuing directors may act, notwithstanding any
vacancies or vacancy in their body.

DISQUALIFICATION OF DIRECTORS.

67. The office of director shall be vacated —

If he ceases to hold fifty shares in the capital of the
Company ;

If he holds any other office or place of profit under the
Company, other than that of Manager or Managing
Director;

If he becomes bankrupt or insolvent;

If he be declared a lunatic, or of unsound mind;

If he is concerned in or participates in the profits of any
contract with the Company;

If he be absent from the Board more than three months
without the consent of the Board;

But the above rules shall be subject to the following exceptions :
That no director shall vacate his office by reason of his being a mem-
ber of, or shareholder in, any company which has entered into con-
tracts with, or done any work for, the company for which he is
a 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.

20
ROTATION OF DIRECTORS.

68. At the first ordinary meetlDg after the registrntioii of the
Company the whole of the directors shall retire from office; and at
the first ordinary meeting in every subsequent year one-third of the
directors for the time being, or if their number is not a multiple of
three, then the number nearest to one-third Hhall retire from office.

69. The one-third or other nearest number to retire during the
first and second years ensuing the first ordinary meeting of the Com-
pany shall, unless the directors agree among themselves, be
determined by ballot. In every subsequent year c e-third or other
nearest number who have been longest in office shn retire.

70. A retiring director shall be re-eligible.

71. The Company, at the general meeting at which any directors
retire in manner aforesaid, shall fill up the vacated offices by electing
a like number of qualified persons.

72. 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 i£ at such adjourned meeting the
places of the vacating directors, are not filled up, the vacating
directors or uch of them as have not had their places filled up, shall
continue in < fice until the ordinary meeting in the next y oar. and
so on from \ ae to time until their places are filled up.

73. Th Company may from time to time, in general meeting,
increase or • duce the number of directors, and may also determine
in what rotation such increased oi reduced number is to go out of
office.

74 Any casual vacancy occurring in the Board of Directors may
be filled up by the Board, 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.

75. The Company, in general meeting, may, by a special reso-
lution, 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

of the
and at
I of the
:iple of
)ffice.

ing the
le Com-
ros, be
)r other

ireotors
electing

} ought
lUed up,
tt week,
ting the
v^acating
ip, shall
nar. and

meeting,
termine
3 out of

tors may
)tain his
ined the

;ial reso-
jeriod of
Derson in
tuch time

only as the director in whose place he was appointed would have held
the same if he had not been removed.

PROCEEDINGS OF DIKECTOR8.

76. The Board may meet for the dispatch of business, adjourn
aud otherwise regulate their meetings as they think fit, and three
directors shall be a quorum for the transaction of business. Questions
arising at auy meeting shall be decided by a majority of votes.
In the case of an equality of votes the chairman shall be entitled to
a second or casting vote.

77. The Board may elect a chairman of their meetings, and
determine the period for which lie is to hold office, but if no such
chairman is elected, or if at any meeting the chairman is not present
at the time appointed for holding the same, the directors present
shall choose some one of their number to be chairman of sue i meeting.

78. The Board may delegate auy of their powers to committees
consisting of such member or members of their body as they think
fit. Any committee so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may be imposed on him
or them by the Board.

79. A committee may elect a chairman of their meetings. If
no such chairman is elected, ordf he is not present at the time
appointed for holding the same, the members present shall choose
one of their number to be chaii man of such meeting.

80. A committee may meet v,nd 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 an equality of votes
the chairman shall give the casting vote.

81. All acts done by any meeting of the Board, or of a com-
mittee of directors, or by any person acting as a director, shall,
notwithstanding that it be afterwards discovered 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 every person had been duly appointed and was qualified to be a
director.

22
DIVIDENDS.

82. The Board may, with the sanction of th Company in gen-
eral meeting, declare a dividend to oe paid to the members iu pro-
portion to their shares, and without such sanction may pay to the
shareholders, half-yearly in every year, such sum not exceeding half
of the dividend declared at the last general meeting, as the Board
may think the estimated profits will p.llow.

83. No dividend shall be payable except out of the profits
arising from the business of the Company.

84. The Board may, before recommending any dividend, set
aside out of the profits of the Company such sum as they think pro-
per as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing, maintaining, or improving any property
owned by or connected with the business of the Company, or any part
thereof, or for any other purposes of the Company; and the Board
may invest the sum so set apart as a reserved fund upon such securi-
ties as they may select.

85. The Board may deduct from 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.

86. Notice of any dividend that may have been declared shall
be given to each member in manner hereinafter mentioned.

87. No dividend shall bear interest as against the Company.

ACCOUNTS.

88. The Board shall cause true accounts to be kept-

Of the state and description of the several investments
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 liabilities of the company

in gen-
iu pro-

to the
ng half

Board

profits

[end, set
ink pro-
ualizing
property
siny part
le Board
1 securi-

3 to any
Q to the

ed shall

Qpauy.

The books of account shall be kept at the registered office of the
Company, and subject to any reasonablfj restrictions as to the time
and manner of inspecting the same that may be imposed by the Com-
pany in general meeting, shall be open to the inspection of the mem-
bers during the hours of business.

89. Once at the least in every year the Board shall lay before
the Company, in ordinary oreueral meeting, a statement of the income
and expenditure of the Company for the past year, made up to a date
not more than one month before such meeting.

90. The statement so made shall show, arranged under the most
convenient heads, the amount of gross income, distinguishing the
several sources from which it has been derived; and the amount of
gross expenditure, distinguishing the expense of the establishment,
salaries, and other matters.

91. Every item of expenditure fairly chargeable against the
years' 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 distributed over
several years has been incurred 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 against the income of
the year.

92. 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, securities, and liabilities of the
Company, arranged under suitable heads.

98. A printed copy of such balance sheet shall, seven days
previous to such meeting, be served on every member, in the manner
in which notices are hereinafter directed to be served.

estments

I by the
lich such

AUDIT.

94, Once at the least in every year the accounts of the Company
shall be exirained, and tho correctness of the balance sheet ascer-
tained by one or more auditor or auditors.

95. The first auditors shall be appointed by the Board. Subse-
quent auditors shall 1/c appointed by the Company in general
meeting.

06. If one auditor only is appointed, all the provisions herein
contained relating to auditors shall apply to him.

97. TJie auditors may be shareholders of the Company ; but no
person is eligible as an auditor who is interested otherwise 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 office.

98. The election of auditors shall be made by the Company at
their ordinary meeting in each year.

99. The remuneration of the first auditors shall be fixed by the
Board ; that of subsequent auditors shall be fixed by the Company
in general meeting.

100. Any auditor shall be re-eligible on his quitting office.

101. If any casual vacancy occurs in the office of any auditor
appointed by the Company, the Board shall forthwith supply the
same.

102. If no election of auditors is made in manner aforesaid, the
Board of Trade of British Columbia may, on the application of not
less than five members of the Company appoint an auditor for the
current year, and fix the remuneration to be paid to him by the
Company for his services.

103. 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.

104. 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 the books and accounts of the Company. He may, at the
expense of the Company, with the sanction of the Board, employ
accountants or other persons to assist him in investigating such
accounts, and he may in relation to such accounts, examine the
directors or any other officer of the Company.

105. The auditors shall make a report to the members upon the
balance sheet and accounts, and in every such report they shall state
whether, in their opiui m the balance sheet is a full and fair balance
sheet, containing the particulars required by these regulations, and

ber

•25

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 ex-
planations or information from the directors, whether such explana-
tions or information have been given by the directors, and wliether
they have been satisfactory; and such report shall be read, together
with the report of the directors, at the ordinary meeting.

NOTICES.

106. Every member shall give a registered address.

107. No member who shall have omitted to give his address for
registration shall be entitled to receive any notice from the Com-
pany.

108. A notice may be served by the Company upon any mem-
ber, either personally or by sending it through the post in a prepaid
letter addressed to such member at his registered address, or if there
be no registered address then at his last known place of abode.

109. All notices directed to be given to the members shall, with
respect to any share to which persons are jointly entitled, be given
to whichever of such persons is named first in the register of mem-
bers; and notice so given shall be sufficient notice to all the holders
of such share.

110. Any notice, if served by post, shall be deemed to have been
served at the time when the letter containing the same shall have
been deposited in the Post Office in the City of Victoria; and in prov-
ing such service it shall be sufficient to prove that the letter contain-
ing the notice was properly addressed and put in the post-office.

NAME.

Residence.

Occupation.

OF SUBSCRIBERS.

Thomas Earle

Victoria

Merchant .

D R Harris

Victoria

Real Estate Agent.
Landowner.

F Gt Vernon

Victoria

M. W. Tyrwhitt Drake. .
Thos B Hall

Victoria

Gentleman

Victoria

Merchant

Henry P. Pellew Crease.

by Robt. £. JaokBun, his Atty.

fTames C Prevost

Victoria

Landowner.

Landed Proprietor.
Landowner.
Physician.
Civil Engineer.
Merchant.

Edgar Crow Baker

Ernest B. C. Hanington.
G A Keefer

Victoria & Vancouver .
Victoria

Victoria

J. A. Mara

Kamloops

by Robt E. Jackson, his Atty.
Wm Wilson

Victoria

Merchant

M. H Cowan

Victoria

Merchant

Thos W Paterson

Victoria

Contractor

by Robt E. Jackson, his Atty.

Geo.Stelly

F S Barnard

Victoria

Contractor

Victoria

Accountant

Thos Shotbolt

Victoria

Chemist & Druggist.
Lumber Mercbnnf

Wm. P. Sayward

L. B. Hamlin

Victoria

C. E.

S. J. Pitts

Merchant

J. S. Helmcken

Henrv Yoiiner

Victoria

M. R. C. S.

Dry Goods Merchant
Lumber MerphRtit

W. J. Macaulay

John Grant

Victoria

Merchant

Henry Dumbleton

Chas. Hay ward. .......

P. C. Dunlevv

Victoria

Gentleman

Victoria ;

Contractor.

Soda Creek

Farmer.

C. T. Dupont !

Victoria

Soda Creek

Gentleman.

J. F Hawks

Farmt r.

by Robt. E. Jackson, his Atty.

D. Oppenheimer

by Robt E. Jackson, his Atty.

A. W Vowell

Vancouver

Merchant

Victoria

Ind'n Supt.
Ind. Res Com'r

P. O'Reilly

V ictoria

Robt. E. Jackson

Victoria

Barrister

Samuel M. Robins

Nauaimo

Supi of Colleries.

Q. C, M. P.

Civil Engineer.
Landowner

by Robt. E. Jackson, his Atty.

Alex. Stavely Hill

by Robt. E. Jackson, his Atty.

Joseph W. Trutch

t Lobert Beaven

0x1 ey Manor, England

Victoria, B. C

E. A. McQuade

Ship Chandler.

■pni^

~-,i^fei

■:-i;'-

^tt