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Les diagrammes suivants illustrent la mdthode. errata I to t 9 pelure, on d n 32X 1 2 3 1 2 3 4 5 6 BYE-LAWS OF THE '^l ^bbentwrcrs of €nglanli TBADINU INTO * i ■ til HUDSON'S BAY. ♦•> LONDON: PaiNTEEfl: 8XE JOBBPH 0ATT8T0K AND SONS 47, liASTOUBAP, E.G., AND SOUTHWAEK ST., 8.B. 18 84. ft K S^i i giljE i. ^. %rrell litbrarg PtniJiTsity of Slonnitn litbrary by SJosepl] l^urr (Turrell (firabitate of i{]v 3itittticrsitij nf ^nnntto, jmh cmiuput (Cauabutu gcniogtsi, r-vplnrrr, a^^ sritnlar 1'. YE -LAWS Ol- TllK Jlblicnturcrs of (finglanii TliADINd INIi> HUDSON'S BAY. LONDON : I'Kl.NTKliS: KIU JOSKl'lI C A U b T O N A X I) SONS, 4 7, KAS'l'l'llKAl', K.C., AM) SOUTIIWAIMC ST., SK. 1 SSI. 'BteJLatns or THE ADVENTURERS OF ENGLAND TRADING INTO HUDSON'S BAY. £t is (Dx'baincb that the following be the ]3ye-Laws of the Hudson's Bay Comj)any. 1. In the following Bye-Laws, unless there intoiprcta- tion. is something in the subject or context inconsistent therewith : — "Tlie Company" means The Hudson's Bay Company. "Charter" includes the original and any supplemental Charter. "Capital" means the Capital for the time being of the Conqmuy. "Shares" means Shares in the Capital. "Board " means tlie Governor, Deputy-Gover- nor and Committee assembled at a Board. *' Office of tlie Company" means the principal Office of the Company in the City of London. ''Month" means calendar month. "In writing" means written or printed, or partially written and ptirtially printed. Re{,'isler of Members. EEGISTEES. 2. The Company shall cause to bo kept, in one or more books, a Register of its IMembers, and there shall be entered therein the following particulars : — 1. The names and addresses of the Members of the Company and a statement of the Shares held by each IMomber, distinguishing each Share by a number. 2. The date at which the name of any person was entered in the llegister as a Meml)er. 3. Tlie date at wliich any person ceased to be a Member. 3. There shall be kept at the Office of the «<:«^«tCT"f •■■ Wills to 1)0 Company a book in wliich tlie Secretary of the ^^^^ ' Company'- sliall make a memorandum of the date and dfite of production of the Probate of the "Will or Letters of Administration of the effects of deceased Members, and the names of the Executors and Administrators thereunder, and such entries shall bo made witliout any charge. CEETIFICATES. 4. Certificates of Shares sliall be issued and issue of Certificates. signed by the Secretary or some other person appointed by the Board. TRANSFERS. 5. Shares shall be transferable by an instru- Transfer and Trans- ment in writing, executed both by transferor and gij^rcs?"* transferee, and the transferor sliall be deemed to 6 Tr.insfer and Ccrtifi- ciitc^ to be left at Office remain the holder of sucli Shares until the name of the transferee is entered on the Eegistor in respect thereof. 6. Every transfer shall be left at the Offieo for registration accompanied by the Certificates of the Shares to be transferred, and such other evidence as may be required to prove the title of the transferor or his right to transfer the Shares. Fee on Transfer. 1. A fee not exceeding Two shillings and six- pence may be charged for each Transfer, and shall, if required by the Board, be paid before the registration thereof. ClosinR of Transfer Books. 8. The transfer books may be closed during such time as the Board think fit, not exceeding twenty-one days in respect of each Generjil Court. Trans- mission of Shares. 9. The executors or administrators of a deceased Member being the sole owner of Shares, shall be the only persons recognised by the Company as having any title to such Shares. JOINT HOLDERS. 1 1 . In case of tlio death of any ono or more of jofnt Holders. the joint holders of any Shares, the survivors shall bo the only persons recognised Ly the Company as having any title to or interest in such Shares ; and sucli one of such joint holders as they shall in manner from time to time required by the Board in that behalf appoint, or in default of such appoint- ment the first-named of such joint holders or surviv- ing joint holders in the Eegistor shall alone be entitled to receive Notices, and to attend and vote at Meetings of Members in respect of such Shares. GENERAL MEETINGS. 12. In addition to the Annual General Court of General Meetings. the Company directed to be held by the Charter, a General Court of the Company may be held at such place in the City of London, and on such day in June or Julv, as the Board shall from time to time appoint; and at such Court the annual accounts of the Company shall be submitted. 8 Kxlra- ortlinary tieneral Court. 13. The lioard may whenever they think fit, and sliall npon ii requisition in writing by any number not less tlian 25 Llembers entitled to vote, and holding in tlio aggregate not less than 500 Shares, call an Extraordinary General Court of the Company. \^'>»en 14. If the Board omit for the space of 21 days nqiusition- ^ ^ IaUMt>etinp after the receipt of sucli requisition to issue notices calling a Meeting for a date not more than 21 days from the issue of such Notices, the requisitionists may call the jVIceting. ib. Any requisition so made by Members sliall specify tlio ol)j('(t of the General Court requirtul and sliall be deposited at tlie Office of the Company. \ ;' ..ice of Heuerul Court 10. Not less than fourteen days' Notice, specify- ing the place, day and hour of a General Court, or of an Extraordiiiajy General Court, and the purpose for which it is to bo held, shall bo given both by advertisement and by Notice sent by post or other- wise served as hereinafter provided. 17. The accidental omission to orive any such F''i?*°* , ^ '' Isotioe not Notice to any Member shall not invalidate any court. resolution passed at any such General Court. NOTICES. 18. A Notice may he served by the Company Notice to ■.•■1 1 . -ill K holders in upon any Member havmg a registered place oi united Kingdom. address in the United Kingdom, either personally, or by leaving the same, or sending it througli the post in a prepaid letter, addressed to such Member at sucli place of address. 19. Every Member havincr a registered place outoftiio •^ o o i United of address out of the United Kingdom sliall from time to time notify in writing to the Company some place in tlie United Kingdom to bo called his address for service, and any Notice may bo served upon such Member by sending it tlirough the post in a prepaid letter, addressed to liim at Ids address for service ; until such notification sluiU have been given, Kinf;dom. Advertise'' mcnt. 10 a Member sliall not Lo entitled to receive any Notice otherwise than by advertisement. 20. Any Notice required to be or Avhich may bo given by advertisemont shall be advertised in two or more of the London papers. wiic" 2) . Notices bv post sliall be deemed to be served Notice by "^ ^ to be at the time when tlio letter containing tlie same served. is put into the post, and in proving- sucli Sf^'vicc it shall be sufficient to prove that tlie lett(n* containing- the Notice was projicrly ad(lr(^ss(Ml ami lliat If Avas put into the Post. Accounts to be iiiiide up. ACCOUNTS ANT) AUDITS. 22. The Accounts of the Company shall be made up, stated and balanced, and audited to the 31st day of May, or such other date eacli year as may be found convenient, and printed copies of the Statement of Accounts and Balance-Sheet shall be sent to the Members at least seven days previous to tlio Annual General Court in the following June or July. 11 23. An Auditor shall bo appointed by the Auditors. Members at a General Court of the Company. 24. The Auditor may be a Member, but no Qualifi- cation (if Member of the Board or other Officer of the Com- ^uaitors. pany shall be eligible during his continuance in Office or within One Year after his retirement from Office. 25. Every Account when audited and approved thuUninu Company bv a General Court shall bo conclusive, except as when ai- •^ -^ provtul, T T 1 J.1 • 'i.!,* J.-U unless error regards any error discovered therein within three discovered •within three months next after the approval thereof. Wlienevor »i""*''^' any such error is discovered within tliat period, the Account sliall forthwith bo corrected, and thence- forth shall bo conclusive. 20. No Member of tlie Company, not being inHpcption a Member of the Board, or Auditor, nor anyone claiming, or to claim by, through, under, or in trust, for any Huch Member shall bo entitled to inspect any of the books, accounts, documents, or writings of the Company. Declaration of Dividend, &c. 12 DIVIDENDS AND PAYMENTS ON ACCOUNT OF CAPITAL. 27. TJio Company at a General Court may de- clare a Dividend, or an Interim Dividend to bo paid to tlie Moml)ors out of the profits ari; ing from the business of tlio Compan}-, and they may order the jiayment to tlie IMembers of any sums out of tlie proceeds of tlu^ sales of land or other Capital funds belonging to the Company. 28. Tlio Warrants for Dividends may be sent through the post in a prepaid letter to the registered address of any ^Member, and in the event of any such Warrant Ixung lost or destroyed, upon proof to the satisfaction of the ]]oard of sucli loss or destruc- tion, and upon sucli indcnnnity as the Board may deem adequate being given, afresh Warrant maybe given. ■] PPOXIES. DepoHitof 29. Tlie instrument appointing a proxy sludl Instrunicut o! Proxy. |jq deposited at the OlTico of the Company not less than 48 liours before the time for holding tlie General Court at which the proxy proposes to vote. 13 BOAllD '1 oO. The qualification of every Member of tlie Qualifica- tion. Board shall bo the holding in liis own right of not less than 60 Shares. u\. There shall be yearly allowed out of the Remunera- •^ -^ tion, funds of the Company to tho Governor the sum of £1,000, to the Deputy-Governor the sum of £500, and to tlio IMembers of th(^ Gonimittc tho sum of £2,000 [aW free of income tax) for their trouble and attendance on the affairs of ilw Company. ELECTIONS. o2. Ever\' Election to the oihco of Governor, Form of Election. Deputy-Governor, or Committee, shall bo con- ducted in tho same manner, and witli the same forma, as the other business of the (ieneral Court is usually conducted. ;);5. Notices in writing, signed by at least one xotiiTof Candidiito Member, shull ])v. given at tho olUce of the Company, Jj'^,5J/)J'^'-,^' oi the name of every candidal e lor tlie olhco ot 14 Governor, Deputy- Governor, or Committee, at least seven days before the day of election. 34. The Notices convening the Annual General Court, shall contain the names of the candidates for any office who offer themselves for re-election, or who are recommended by the Board for election, or notice of whose candidature has already been received by the Board, and also of the persons, if any, who have been elected to fill any casual vacancy, subject to confirmation by the General Court. SEAL. Huw Seal to be kept. 35. The Common Seal of the Company shall bo kept at the Office of the Compauy under two locks with different wards, the two keys v/hereof shall bo kept, one by a member of the Board, and the other by the Secretary of the Company, or by some other Officer appointed for that purpose by the Board. The said Seal shall not be affixed to any document except when authorised by a General Court or by the Board. The affixing of tlio Seal shall T)e alwiiys 16 attested by the Secretary of the Company or other Officer appointed for that purpose by the Board. SECUEITIES. 36. The Securities of the Company from time to time shall bo carefully kept under two locks with different wards (the two keys whereof shall be kept, one by a Member of the Board, and the other by the Secretary of the Company or by some other Officer appointed for that purpose by the Board), except such part tliercof as the Board shall think proper to lot remain in the custody of the Secretary or other Officer of the Company for the immediate current service of the Company. BYE-LAWS. 37. Nono of the present Bye-Laws shall be Bye-Laws how to be altered, repealed, or suspended, without the consent *^*'''*^'^' and apj)robation of a General Court to be called for that x)urpose.