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 \ V L1>' \\ % v ^ ^'^ 6^ ^J% ^ ;: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. r 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 9 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. 10 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. 11 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- 12 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. 18 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. 14 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 15 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. 10 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 of 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 n 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. {