IMAGE EVALUATION TEST TARGET (MT-S) k /. ^ ^/ -/^^ ^ /. M/x 1.0 I.I b;|2.8 |50 ""^^ 116 M3.2 ^ 14 M 22 2.0 1.8 IL25 1114 111.6 V] vl ^a ?>' ^> > ? '/ Photographic Sciences Corporation 33 WEST M.MN STREET WEBSTER, rJ.Y. 14580 (716) »72-4503 \ <^ \\ ^^\. ^ A. ^k\ '^ '«*. .5^%^ CIHM/ICMH Microfiche Series. CIHIVI/ICMH Collection de microfiches. Canadian Institute for Historical IVIicroreproductions / Institut Canadian de microreproductions historlques Technical and Bibliographic Notes/Notes techniques et bibliographiques The Institutp has attempted to obtain the best original copy available for filming. Features of this copy which may be bibliographically unique, which may alter any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. D Coloured covers/ Couverture de couleur I I Covers damaged/ Couverture endommagde Covers restored and/or laminated/ Couverture restaurde et/ou pellicul^e Cover title missing/ Le tttre de couverture manque Coloured maps/ Cartes gdographiques en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bleue ou noire) Coloured plates and/or illustrations/ Planches et/ou illustrations en couleur Bound with other material/ Relid avec d'autres r'icuments D n D Tight binding may cause shadows or distortion along interior margin/ La re Mure serr^e peut causer de I'ombre ou de la distortion le long de la marge intdrieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajout6es lors d'une restauration apparaissent dans le texte, mais, lorsque cela dtait possible, ces pages n'ont pas dt6 film6es. Additional comments:/ Commentaires suppl6mentaires: L'lnstitut a microfilm^ le meilleur exemplaire qu'il lui a 6td possible de se procurer. Les details de cet exemplaire qui sont peut-dtre uniques du point de vue bibliographique, qui peuvent modifier une image reproduite, ou qui peuvent exiger une modification dans la mdthode normale de filmage sont indiqu6s ci-dessous. D D D □ D D □ D D Coloured pages/ Pages de couleur Pages damaged/ Pages andommagdes Pages restored and/or laminated/ Pages restaurdes et/ou pelliculdes ''ages discoloured, stained or foxed/ Pages d^colordes, tachet^es ou piqu6es Pages detached/ Pages d^tach^es Showthrough/ Transparence Quality of print varies/ Quality indgale de I'impression Includes supplementary material/ Comprend du materiel suppl^mentaire Only edition available/ Seule 6d!tion disponible Pages wholly or partially obscured by errata slips, tissues, etc., have been refilmed to ensure the best possible image/ Les pages totalement ou partiellement obscurcies par un feuillet d'errata, une pelure, etc., ont 6t6 filmdes i nouveau de fapon d obtenir la meilleure image possible. This item is filmed at the reduction ratio checked below/ Ce document est film6 au taux de reduction indiqud ci-dessous. 10X 14X 18X 22X 26X 30X 12X 16X »X 24X 28X 32X ails du idifier une rtage The copy filmad here has been reproduced thanks to the generosity of: Library Division Provincial Archives of British Columbia The images appearing here are the best quality possible considering the cop :lition and legibility of the original copy and in keeping with the filming contract specifications. Original copies in printed paper covers are filmed beginning with the front cover and f .iding on the last page with a printed o' illustrated impres- sion, or the back cover when t'ppropriate. All other original copies are filmed beginning on the first page with a printed or illustrated impres- sion, and ending on the last page with a printed or illustrated impression. The last recorded frame on each microfiche shall contain the symbol —^ (meaning "CON- TINUED"), or the symbol V (meaning "END ), whichever applies. Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are film$:d 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'exemplaire film* fut reproduit grAce A la gAnArosit* de: Library Division Provincial Archives of British Columbia Les images suivantes ont 4t6 reproduites avec le plus grand soin. compte tenu de la condition at de la nettetA de l'exemplaire film«. et en conformity avec les conditions du contrat de filmage. Les exemplaires originaux dont la couve^ i ; Regulations for IWEanagrement of tJie Oompany. SHARES. 1. No person shall be doomed to have accepted any Rliare in the company unlcs? lie lias testified his acceptance thereof, by writing under his hand, in such form as the company from time to time directs. 2. The company may from time to time runkc snch calls upon the shareholders in resi-vect to all monios nni)aid on their shares as they think fit, provided that ten days' noti^ at lonst is given of each call, and each shareholder shall be liable To pay the amount of cnlls so made to the persons and at the times and places appointed by the company. 3. A call shall bo deemed to have been mado at the time when the resolntion authorizing such call was passed. 4. If before, or on the day appointed for payment, any shareholder does not pay the amount of any call to wliicii he is liable, then such shareholder shall be liable to pay interest for the same at the rate of three per cent, per month from the day appointed for the payment thereof to the time of the actual payment. 5. The company may, if they think fit, receive from any of the shareholders, willing to advance the same, all or any part of the moneys due upon their respective shares beyond the sums actually called for ; and upon the moneys so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of v.'hicli sucli advance has been made, the company may pay interest at such rate as the shareholder paying Buch sum in advance and the company agi'cc upon. 6. If several persons are registered as Joint holders of any share, any one of such persons may give elToctual receipts for any dividend payable in respect of such share. 7. The company may decline to register any transfer of shares made by a shareholder who is indo])tcd to them. X \ ' r u TE COAL 850, 19 and J. -hare in the by writing iuie directs. ils upon the ircH as they f each call, of cnlls so itecl by the time when hareholder , then snch the rate of e payment any of the art of the IS actually r so much calls then jccn made, [er paying any share, dividend of shares I [3] 8. Every shareholder sliall, on payment of such sum, not exceed- ing two shillings, as t!ic company may prorfcribo, be entitled to a cortiricatc, under the common seal of the company, specifying the share or shares neld by him and the amount prJd up tliereon. 9. If such certificate is worn out or lost, it may be renewed on payment of such sum not exceeding two shillings as tiio company may prescribe. 9a. _ The transfer books shall i)o closed during the fourteen days immediately preceding the ordinary general meeting in each year. TRANSMISSION OF SHARPS. 10. The executors or administrators of a deceased shareholder shall bo the only persons recognized by the company as having any title to his sliare. 11. Any person becoming eutitlcd to a share in consequence of the death, bankrui)tc_y, or insolvency of any shareholder, or in conse- quence of the marriage of any female shareholder, or in any way other than by transfer, may be registered as a shareholder upon such evidence being produced as may fronj time to time be required by the company. 12. Any person who has become entitled to a share in any way other than by transfer, nuiy, instead of being registered himself, elect to have some person named by him registered as a holder of such share. 13. The person so becoming entitled shall testify such election by execnlin!>; to his nominee a deed of transfer of sucli share. 11. The deed of transfer sliall be presented to the company, ac- companied with such evidence as they may require to prove the title of the transferror, and thereupon the company shall register the transferree as a shareholder. FORFEITURE OF SHARES. 15. If any shareholder fails to pay any call due on the appointed day, the company may at any time thereafter during such time as the call remains unpaid serve a notice on him requiring him to })ay such call, together with any interest that may have accrued by reason of such non-payment. 10. Tlie notice shall name a further day, and a place or places, being a place or places at which calls of the company are usually made payable, on and at which such call is to be paid ; it shall also state tliat in the event of non-payment at the time and place appointed the shares in respect of which such call was made will be liable to be forfeited. IT. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolulion of the directors to that elTct. 18. Any shares so forfeited shall be deemed to be the property of the com[)any, and may be disposed of in such manner as the company thinks fit. 1 '4 4 I (J fi' III! .;;i I ■^:: ii: hi ni [4] 10. Any sharclioldcr wliose shares have been forfeited shall, not- witlistanding, be liable to pay to the company all calls owing upon sucli sliares nt the time of the forfeiture. INCREASE IN CAIMTAIj. 20. The coui|)any may, willi the sanction of the company previously given in general meeting, increase its capital. 21. 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 in all respects, whether with relerence to the pay- ment of calls, or the forfeitui-c of shares on non-payment of calls, or otherwise, as if it had been part of the original capital. GENERAL MEETINGS. 22. The first general meeting shall be held at such time, not being more than twelve months after the incorporation of the company, and at such place as the directors may determine. The first ordinary meeting of the company shall be held on the third Wednesday in January, 1866, and subsequent ordinary meet- ings on the third Wednesday in April, July, October, and January in every year. 23. 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 February in every year, at such place as may be determined by the directors. * The annual meeting shall be held on the second Monday of January in every year. 24. The above-mentioned general meetings shall be called ordinary meetings ; all other general meetings shall be called extraordinary. 25. The directors may, whenever they think fit, and they shall, upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the company, convene an extraordinary general meeting. 26. Any requisition so made by the sliareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company. 27. Upon the receipt of such requisition the directors shall forth- with proceed to convene a general meeting. If they do not proceed to convene the same within twenty-one days from the date of the re- quisition, the requisitionists, or any other shareholders holding the required number of shares, may themselves convene a meeting. 28. Seven days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to bo held, shall be given by advertisement, or in such othei* manner, if any, as may be prescribed by the company. 29. Any shareholder may, on giving not leas than three days' \ a r iUii ^ cd shall, not- ? owing upon ny previously ires shall be bo subject to ;e to the pay- t of calls, or ne, not being jompany, and held on the dinary meet- and January iioh time and leeting ; and ing shall be 3uch place as y of January led ordinary lordinary. I they shall, shareholders lie shares of express the 9 left at the i shall forth- not proceed to of the rc- lolding the eting. 0, the time, ral meeting lei' manner, three days' [.^1 n'ovious notice , submit any resolution to a nicotiiig beyond tlic matters Contained in tfio notice given of sucli meeting. i 30. The notice required of a shareholder shall be given l)y leaving |a copy of the rct5olation at I'lO registered oflicc of tlie coTnpany. I 3i. No business sliall be transacted at any meeting excejit the ''declaration of a dividend, udIchs a quorum of shareholders is present |at the commencement of such business ; and such quorum shall be ^ascertained as follows : that is to say, if the shareholders belonging Ito tlie company at the time of the meeting do not exceed ten in num- ^ber, the quorum shall Ijc live ; if they exceed ten there shall be added |,to the above quorum one for every live additional sliarclioldors up to ffifty, and one for every ten additional shareliolders after fifty, with jthis limitation, that no qnornin shall in any case exceed forty. ; 32. If within one hour from tlie time appointed for the meeting, *the required number of shareliolders is not })reseiit, tlie meeting, if iconvened upon the requisition of the shareholders, shall be dissolved. Ilu any other case it shall stai.d adjourned to tlie following day, at the Ifiame time and place ; and if at such adjourned meeting, the required ^number of shareholders is n(jL present, it shall be adjourned sine die. > 33. The chairman (if any) of the board of directors, shal! preside las chairman at every meeting of the company. I 34. If there -is no such chairman, or if at any meeting he is not )resent at the time of holding the same, the shareholders present jhall choose some one of tlicir number to bo chairman of such meeting. 35. The chairman may, with- the consent of the meeting, adjourn iny meeting from time to time, and from place to place, but no busi- less shall be transacted at an adjourned meeting other than the )usiness leit unfinished at ihc meeting from which the adjournment )k place. 36. At any general meeting, unless a poll is demanded by at least Jfive shareholders, a declaration by the chairman that a resolution has ibeen carried, and an entry to that effect in the book of proceedings f f the company, shall be suftioient evidence of the fact, without proof f the number or proportion of the votes recorded in favor of or igainst such resolution. ] 37. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman di'-ects, and the result of such |)oll shall be deemed to bo the resolution of the company in general Ineeting. VOTES OF SHAREHOLDERS. 38. Each shareholder shall liave one vote for every siiare he holds. 39. If any shareholder is a lunatic or idiot, he may vote by his Committee, curator bonis, or olher legal curator ; and if any sliare- |iolder is a minor, he may voie by his guardian, tutor, or curator, or if more than one. i/ Any one of his guardians, tutors, or curators, il i I 40. If one or more persons arc jointly entitled to a share or shares, I Hi I ! :iti li^'i 01 I 1 . l¥^ X t'liG person wliosG name stands first in tlic vegiHtcr of Rliarclioldcrs, ii- one of the lioldcrH of ^ncli sliarc or sharei^, and no other, isliall bo en- titled to vote in respect of the same. / 41. No .sharehohlcr sliall he entitled/to vote at any meeting unle.<,> all ealls duo from him have been paid,t tuU,il he sluilt hart-4»^f>». fjo.r 42. Votes may lie given either personally or by i>roxies. A proxy shall be appointed in writing inider tlie hand of tlie appointor, or il such aj)i)ointer is a corporation, under their common seal. 4B. Xo j)erson sliall bo appointed a ])roxy who is not a shareholder, and the instriunont or mandaio appointing him sliall bo deposited with tlie secretary at any time previous to the meeting at which he pro- poses to vote. But no instrument or mandate shall bo valid after the closing of such meeting. DIltECTOilS. 44. The number of directors, and the names of th.o first directors, shall be determined by the subscribers of the memorandum of asso- ciation. 45. Until directors are appointed, the subscribers of tho memo- randum of association shall, for c.ll the purposes of this Act, be deemed to be directors. TOWERS OP DIRECTORS. 46. Tiie business of the company ehall be managed by tho directors, who may exorcise all such i)o\vei's of tho company as are not by this Act, or by the articles of association, if any, declared to be exercis- able ' ■ ' comj)any in general meeting, subject nevertheless to any reguk. s of tho articles of association, to the provisions of this Act, and to sucli regulations, being not inconsistent with the afoi'osaid regulations or })rovisions, as may Itc prescribed by tho company in general meeting ; but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if sucii regulation had not been made. DISQUALIFICATION OF DIRECTORS. 47. The office of a director shall be vacated — If ho holds any otlier ofiicc or }>lace of profit under tho company ; If ho becomes bankrupt or insolvent ; If he is concerned in or jjarticl})ates in the profits of any contract with the com})any ; If he participates in the profits of any work done for the company. No shareholder shall be eligible for the odice of director unless ho shall hold fifty shares, and when lie shall cease to hold that number he shall bo disqualified to hold office any longer. IJut tho above rules shall be subject to the following exceptions : That no director shall vacate his office by reason of his being i; shareholder in any iucorporatcd company which has entered into con Ku-iJ T r./^ lai'clioldors, u- 2\\ shall bo cu- ineeting' iinlcs- ;ic\^. A proxy ppolntcr, or il lal. a shareholder, deposited with which he pro- valid after the first directors, Liiduni ol' asso- of tho mcmo- cVct, be deemed y tliG directors, [ire not by this to be exercis- rtlieless to any visions of this h tho afoi'esaid ho company in any in general s which would the company ; f any contracl ' the company. 3ctor unless he I that number exceptions : f his being t; to red into con [71 t-aCts with, 01' done any work for tho comp: ny of which he is director; cvcrth(dcsH, lie shall not vote in res[)Oct of sucli contract or work ; |iid if ho does so vote liis vote shall not be counted, and he shall incur penalty not exceeding twenty i)ounds. nOTATION OP mUECTORB. 48. At tho first ordinary meeting after tho incorporation of the lonipany, the whole of the directors shall retire from ofTice ; and at ■he first ordinary meeting in evei'y subsequent year one-third of the directors for the time being, or if their nu!id)er is not a multii)le of |hree, then tho nund3er nearest to one-third, shall retire from ofiicc. 49. Tho one-third or other nearest numljcr to retire during the Irst and second years ojiriiing t ;g incorj)oratioii of the company shall, inless the directors ngi-oe auio' ; themselves, be determined by ballot. |n every gubsc([ucnt year, the > iio-third oi" other ncnrest number wdio )ave been longest in oflice, s!i: d retire. 50. A retiring director sh' U be re eligible. t^ 51. The comi)any at the \i noral meeting at which any directors ietire in manner aforesaid shf: I fill up the vacated ofiices by electing like number of porson.-j. 52. If at any meeting at which an election of directors ought to lake place no such election is i^ade, tlic meeting sljall stand adjourned [ill the next day, at tho sarae lime and place ; and if at such adjourned looting no election takes place, the f()rmer dii'cctors shall continue |o act until new directors are appointed at the first ordinary meeting ^f tho following year. )3. The company may from tiriie to time in general meeling in- ireaso or reduce tho number of directors^ and nuiy also detorn\iiie in |rhat rotation such increased or reduced number is to go out of office. I 54. Any casual vacancy occurring in the board of dii'cctors jnay Be filled up by the dii-ectors, I'U.t any person so chosen shall retain lis office so long only as tho vacating director would have retained ^10 same if no vacancy had occurred. PUOCEEDINGS OF liIllKCTOHri, ^^5 The directors may meet together for the despatch of business, idjourn and otherwise regulate their r.ieclings as they think fit, and letermine the quorum necessary lor the transaction of business. Questions arising at any riieeting shall bo decided by a majority of lotos. In case of an e*]uality of votes the ciiuirmrin, in addition to lis original vote, sliall have a casting vote. A director may at any [me sunnnon a meeting of the directors, i 56. Tho directors may elect a chairman of their meetings, and pBtermine the period for whicli lie is to hold office ; bat if no such pairman is elected, or if at any mooting the chairman is not present % the time appointed for holding the same, the directors [)resent shall boose some one of their numl^cr to be chairman of such meeting. |!!i ' U: > [8] 57. Tlie directors may delegate any of their powers to comniittccs consisting? of snoli nicinber or incnibers of tlieir body as tliey think III. Any coniniittoo so rormod .shall, in I'lC exercise of tiic powers so (lf!lof.^atC(l, conform to any regulations that ;iii:y bo imposed iipon them by tiie directors. 58. A committee may elect a chairman of their meetings. If no sucli cliairman is elected, or if he is not present at the time appointed for holdini? the same, the members present sliall choose one of their number to be chairman of such meetinj^, 59. A coinmittco may meet ayd adjourn as they think proper. Questions at any meeting shall 1)0 determined by a majority of votes of the members present ; and in case of an cfpial division of votes the chairman shall have a eastinti; vote. (U). All ads done by any meeting of the directors, or of a com- mittee of directors, or by any person acting as a director, shall, not- withstanding that it be afterwards di.scovered 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 disqnalilied, be as valid as if every such ))er,-5on had been duly appointed and was qualified to be a director. ()1. The directors shall cause minutes to be made in books pro- vided for the purpose — (1.) Of all appointments of officers made by the directors ; (2.) Of tlie names of the directors present at each meeting of directors and committees of directors ; (3.) Of all orders made by the directors and committees of direct- ors, and (4.) Of all resolutions and i)roceodingsof meetings of the company and of the directors and committees of directors. And any such minute as aforesaid, if signed by any person pur- porting to be tlie chairman of any meeting of directors or committee of directors shall be receivable in evidence without any further proof. 62. The company in general mooting may, by a special resolution, remove any director before the expiration oi his period of office, and appoint another qualified person in his stead. The person so ap- pointed shall hold office during such time only as the director in whose place he was appointed would have held the same if he iiad not been removed. DIVIDENDS. 60. The directors may, with the sanction of tlveg^JAil^Hy in general meeting, declare a dividend to be paid to the shareholders in pro- portion to their shares. "'^'V. 64. No dividend shall be payable except out of the profits arising from the business of the company. 65. The directors may, before recommending any dividend, set aside out of the profits of the company such sum as they think proper as n( ill I tii. V to committees Kis tlicy til ink tlio powers 80 cd upon them itings. If no imo appointed one of their liink proper, ^rity of votes sion of votes or of a com- or, sliall, not- <'rc was some ons acting as J, be as valid s qualified to n books pro- se tors ; 1 meeting of ees of diroct- tlie company person pur- )r committee irtlier proof, il resolution, 3f office, and irson so ap- ;tor in whose ad not been [y in general i&KS in pro- ofits arising iyidend, set link proper LU] i flas a reserved fund to meet contingencies, or for equalizing dividends, ^or for repairing or maintaining the works connected with the busi- ness of the company, or any part thereof ; and the directors may invest the sum so set apart as a reserved fund upon such securities as they with the sa-^ction of the comi)any may select. t)0. The directors may deduct from the dividends payable to any shareholder all such sums of money as may bo duo from him to the company on account of calls or otherwise. 67. Notice of any dividend that may have been declared shall be given to each shareholder, or sent by post or otherwise to his regis- tered place of abode ; and all dividends unclaimed for three years after having been declared may bq forfeited by the directors for the benefit of the company. G8. No dividend shall bear interest against the company. ACCOUNTS. GO. The directors shall cause true accounts to be kept — Of the stock in trade of the company ; Of the sums of money received and expended by the company, and the matter in respect of which such receipt and expenditure takes place, and Of the credits and liabilities of the company. Sucii accounts shall bo kept upon the principle of double-entry, in a cash-book, journal, and ledger. The books of account shall be kept ■ at the principal office of the company, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the shareholders during the hours of business. 70. Once at the least in every year the directors shall lay before the company in general meeting a statement of the income and ex- penditure for the past year, made up to a date not more than three months before such meeting. 71. The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the sev- eral sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may bo laid before the meeting ; and in cases where any item of expenditure which may in fairness be dis- tributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year. 72. A balance sheet shall be made out in every year, and laid before the general meeting of the company, and such balance sheet shall contain a summary of the property and lia))ilities of the company, !';(' I'-. '!ii m i..^ [101 arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit. 73. A printed copy of such balance sheet shall, seven days previ- ously to such meeting, be delivered at or sent by post to the registered address of every shareholder. AUDIT. 74. The accounts of the company shall be examined and the cor- rectness of the balance sheet ascertained by one or more auditor or auditors to bo elected by tlic company in general meeting. 75. If not more than one auditor is appointed, all the provisions licrcin contained relating to auditors shall apply to him. 70. The auditors need not be shareholders in the company. No person is eligible as an auditor who is interested otherwise than as a slmreholder in any transaction of the company, and no director or other ofhccr of the company is eligible during his continuance in oflico. 77. The election of auditors shall be made by the company at their ordinary meeting, or, if there are more tlian one, at their first ordinary meeting in cacli year. 78. The remuneration of the auditors shall be fixed by the com- pany at the time of their election. 7'J. Any auditor shall be rc-eligible on his quitting office. 80. If any casual vacancy occurs in the office of auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of sup])lying the same. 81. If no election of auditors is made in manner aforesaid, the Board of Trade may, on the application of one-fifth in number of the shareholders 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. 82. Every anditor shall be supplied with a copy of the balance slieet, and it shall be liis duty to examine the same, with the accounts and vouchers relating thereto. 83. Every auditor shall have a list delivered to him of all books kept by the company, and he shall at all reasonable times have access to the books and accounts of the company ; he may, at the expense of the company, 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. 84. Ti»e auditors shall make a report to the shareholders upon the balance sheet and accounts, and in every such report tliey 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 tlio 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 whether ^« [HI d to this tabic, |they have been satisfactory ; and such report shall bo read, together on days previ- tlie registered d and tlio cor- ore auditor or ng. tho provisions ompany. No kvise than as a 10 director or lancc in oflico, npany at their first ordinary I by tho com- office. ■ auditor, tho 1 raeeting for aforesaid, tho lumber of the current year, npany for his f the balance tho accounts I of all books !S have access he expense of issist him in uch accounts, '7- dors upon tho oy shall state I fair balanco ulations, and view of tho ;allcd for cx- ich cxplana- and whether Iwith the report of the directors, at the ordinary meeting, j POWERS OP ATTORNEY. The holder of a power of attorney from any registered shareholder ay (if such power of attorney authorizes him to act in tho matter of hares generally on oelialf of the person giving tho same) do every iact which under tho provisions hereof the person giving such power Jof attorney might do in i)crson. I Every attorney holding a power enabling him to act in tho matter ;?of shares generally on behalf of tho person giving the same shall •leave a copy of tho same at tho company's office in Victoria, V. T., land such power shall be entered by tho secretary of the company in :tlio books of the company, and upon such registration all notices U'oquirod to bo given to the shareholder giving such power shall be Igivon to the attorney in such power named, until such power shall Jhavo been revoked, and notice of such revocation shall have been ■^givcn to tho company, or until such attorney ghall have died or left itho colony for the space of one month, and tho foe for entering such ; power shall be one shilling. NOTICES. 85. Notices requiring to be served by tho company upon a share- j holder (if no power of attorney shall have been previously entered upon tho books of tho company as aforesaid) may bo served either personally, or by leaving the same, or sending them through the post in a letter addressed to tho shareholders at their registered place of abode. 8G. All notices directed to bo given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persons is named first in the register of shareholders ; and notice so given shall be sufficient notice to all tho proprietors of such shares. 87. All notices required by this Act to be given by advertisement, shall be advertised in a newspaper circulating in tho district in which the registered office of the company is situate. All contracts, whether written or by parole, and all promissory notes, drafts, acceptances, and bills of exchange, shall be made, signed, accepted or endorsed only by the expressly authorized officers of tho company. j|i|| r/::..- [121 On the 13tli September, 1865, the following articles were make by special resolution, and carried unanimously on the 14th October, 1865: 1 . That the seven thousan d five hundred original shares shall from I this date be considered as paid up to XI (one pound) each. 2. That of the new stock now created the directors shall not issue I more than three thousand sliares except by resolution in general meeting, and sucli shares shall be charged at the rate of ten shillings each upon application, and ten shillings each upon allotment or within thh'ty days, after which they shall be subject to the same assessment! as A shares. 3. That tlie original shares shall be classed A shares, and the I three thousand now authorized ' to be sold ' shall J)e classed 13 shares I and the residue of the shares of the new issue as C shares. were make by| October, 1865: arcs sliall from] acli. shall not issue I on in general if ten shillings mcncor within ime assessment liarcs, and the issed B s]»ares| ares.