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 1 
 
 2 
 
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 1 
 
 2 
 
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 5 
 
 6 
 
-76 p 
 
 CoUectiorv 
 
< 'p 
 
 rii 
 
 IHE BANK 
 
 OF 
 
 BRITISH COLUMBIA. 
 
 CHARTER OF INCORPORATION 
 
 DEED OF SETTLEMENT. 
 
 LONDON: 
 PUINTEU nV IJIXON * AKNOM), 29. rOULTKV. 
 
 1862. 
 
1^7- lie 
 
 f 
 
< f 
 
 INDEX. 
 
 mmm 
 
 Charter . 
 
 Deed of Settlement 
 
 liitcrjiretation 
 
 Constitution of Company 
 
 Seal . ■ • 
 
 I'uHiness • 
 
 Place of Business 
 
 Cajiital 
 
 Shares . • • * 
 
 Certiticatc of Shares 
 
 Calls 
 
 Action for Calls . 
 
 Forfeiture of Shares 
 
 Transfer of Shares 
 
 Ifegistcr of Transfers 
 
 Register of Sharehol.lcrs 
 
 Shareholders' Address Book 
 
 Shareholders 
 
 Notices to Shareholders. 
 
 Cenei-al Meetings 
 
 Ccneral Meetings' Minute Book 
 
 BiiUot . 
 
 Votes 
 
 Proxies 
 
 Directors . 
 
 The Court 
 
 Powei-8 an<l Functions of tlio Court 
 
 Resone Fund . 
 
 Court's Minute liook 
 
 Auditors . 
 
 Trustees . 
 
 Half- Yearly Statements . 
 
 Vearly Balance Sheets . 
 
 Insi>ection of Docameuts 
 
 Indcnmification of Officers 
 
 Arbitration 
 
 liegal IVoecedings 
 
 Dissolution 
 
 Schedulcfl . 
 
 PAGK. 
 
 o 
 
 1I» 
 
 33 
 3(i 
 37 
 
 V 
 
 3S 
 
 30 
 41 
 42 
 43 
 
 44 
 47 
 
 48 
 
 49 
 f)4 
 (iO 
 
 r,-2 
 
 )» 
 r..i 
 
 f.4 
 (<7 
 (IS 
 71 
 73 
 7.'> 
 
 78 
 70 
 .SO 
 81 
 84 
 80 
 H)s— 00 
 
 :>4a7L 
 
.' yv 
 
CHARTER OF INCORPOMTION. 
 
 ITiftOria, !>>• the grace of God of the United Kin<?dom 
 of Groat Britain and Ireland, Quoon, Defender of the Faith, 
 to all to whom these I'resents shall come, greeting?. Wiikrkas 
 it has hecn represented unto us that the several persons here- 
 inafter named and others, have agreed to form a Joint Stock 
 Company or Co-partnership, under the name or stylo ot 
 "TlIK 15AXK OF BllTTISII COLUMBIA," for the pur- 
 p(,se of establishing Banks of Issue and Deposit, with Branch 
 Banks and Agencies in such cities, towns, and places withui 
 our Coh.nies, possessions, or settlements of British Colum\)ia 
 and Vancouver's Island, part of the contnient of North 
 America, as may from time to time be determined on by the 
 Directors for the time being of the said Company ; and of 
 carrying on, under the regulation and control ot a prmcrpal 
 office in London, the general business of Banking, m sucli 
 cities, towns, and places ; and for that purpose to make and 
 issue notes, grant cash credits, make advaucc^i upon approved 
 securities, and generally conduct all business connected with 
 the deposit, exchange, and remittance of monies and securities 
 for money, and all other business usually transacted by bankers. 
 Am) W1IERF.A8 it has been further represented to us that, for 
 the purpose of establishing and carrying on the said mider- 
 taking,the said parties have agreed that a Capital of i;2o0,000 
 
V 
 
 6 
 
 sterling;, divided into 12,r)0() Shares of £20 each, shall be 
 raised in the first instanee, with power to increase such 
 Capital to the extent and in manner hereinafter mentioned. 
 AxD wiiKKKAs, for tlio better aceoTnplishinj;; and earryinj'' 
 into effect the objects and purposes of the said Company, the 
 said parties have luunbly besought us to grant to them and the 
 several other Subscribers of such Capital our Iloyal Charter of 
 Incorporation, which we are minded to do, under and subject 
 to the provision and restrictions hereinafter contained, ^'ow 
 i,.x()W YK that as well upon the prayer of the said 2)arli<'s as 
 also of our sjiccial grace, certain knowledge and merr 'i"vion, 
 we have granted, constituted, ordained, and aiii)ointed, and by 
 these presents, for us, our heirs and suc(,'essors, do grant, 
 constitute, ordain and appoint that Thomas "Wii.i.ia.m Lock- 
 wood Mackkax, Esquire, Mauiix Rmi.r.Y S.Mnir, Escpiire, 
 and Kdkn Cf)Lvn.K, Esquire, together with sucli and so many 
 other persons and bodies politic and corporate as now are, or 
 shall hereafter become. Proprietors of any Share or Sluires of 
 or in 1 he Capital for the time being of the Company hereby 
 established, shall bo one body politic and corporate, in name 
 and in deed h\ the name of "Tick Bank of Ijiutisu Coi.im- 
 lUA," and by that name shall and may sue and be sued, im- 
 plead and be impleaded in all Courts, whether of I^aw or 
 Equity, and shall have a Common Seal, which may be by 
 them varied and changed at tlieir pleasure. Am) we do 
 Di:ci,AUi': that the said Company is and shall be established 
 for the purpose of establishing IJanks of Issue and Dejiosit in 
 such cities, townis, and places within our aforesaid Colonies, 
 possessions, or settlements of British Columbia and Van- 
 couver's Island on the continent of North America, as may 
 i'rom time to time bo determined upon by the Directors for 
 the time being of the Company ; and for carrying on the 
 general business of Banking in manner aforesaid, in sueli 
 cities, towns, and places, but subject, nevertheless, to the 
 several provisions and restrictions hereinai'ter contained, 
 and to be contained in the Deed of Settlemejit hereinaft';'r 
 
^rp 
 
 (lircoted t<. be cxc'eutod. or to lu" fontiiiiiod in any suppU - 
 menial Deed (ir I'.yr-l.tiw, as hciTinaltcr inuntiMii.'d. Am) 
 WK i)(. KUKTUKK iMXi.AKF. tluit the CapiUil (.f the said i\nn- 
 pany shall (•oiisist of £-J'>0,0()(> sterlin<j:, divided into Twelve 
 TlKHisaud Five Hundred Shari'S ..f t^O eaeli, and sneh 
 further ( ai tal, not exceeding £200,000, as the Directors, 
 f.r tlie time ;A;in-,', shall deem necessary for the iMiri)ose of 
 the said • nuertakinf?, but such further Cai)ital shall be 
 divi(hd into M'ures of CM each, and be paid up in full, a. 
 hereinafter mentioned. And wk do KiiniiKR ohoain am' 
 DKc i,\iiH thav. until such further Capital shall be raise<l as 
 aforesaid, the aforesaid sum of £250,000 sterlin- shall be 
 taken to be the fixed Capital of the said Company ; and it 
 any further Capital sliall have been n.:M d, then a eerlilieate 
 under the hands of the Commissioners of our Treasury, or 
 of any two of them, shall be endorsed hereon, and the said 
 sum of £200,000 sterling, together with such further Capital, 
 shall thene. furtli be taken to be the fixed Capital of the said 
 Ct.mpanv, but with power nevertheless to further increase 
 such Capital, as hereinafter mentioned. I'kovidkd always, 
 and we do hereby declare, that it shall not be lawlul lor the 
 said Clompany to commence or carry (-n the sa,d busniess ol 
 Banking until it shall be nnido to appear to the satislaction 
 of the Commissi.mers, for the time being, of our Ireasury, 
 that the whole of the aforesaid Capital of .£200,000 has been 
 subscribed for by deed under hand and seal, and that one- 
 half (at the least) of such sum of £250,000 has been actually 
 paid up, such satislaction to be evidenced by a certihcate 
 under the hands of any two of the Comnussioners of our 
 Treasury. Asi) WK i^o fl'hthku dkclauk that, unless it 
 shall 1)0 made to appear to the satisfaction of the Coimnis- 
 sioners of our Treasury, to be certified as aforesaid, that tlu. 
 whole of the said Capital of £250,000 has been subscnbe.l 
 under hand and seal before the expiration of a period oi 
 eighteen calender months, to commence and be computed lr,.n. 
 the day of the date of this our lloyal Clu.rUT ; and unless tho 
 
r 
 
 if 
 
 whole of the said Ciipitul of £250,000 shall bo actually paid 
 up, within the space of two years, to be reckoned from tlie 
 date of the certificate to be granted as aforesaid of the pay- 
 ment of one-half of the said Capital of £250,000 (but so 
 tliat such payment in full be not in any case delayed beyond 
 the period of three years, to be reckoned from the date of 
 this our Royal Charter) that it shall be lawful for us, our 
 heirs, and successors, at any time thereafter by any writing, 
 under our Great Seal, to declare that this our Royal Charter 
 shall be absolutely void. I'hovided also, and we do hereby 
 further declare, that at least one-half of the amount of sucli 
 further Capital, not exceeding £250,000 as aforesaid, shall 
 be actually paid up before any extension of the dealings of 
 tlie Company in respect of such further Capital shall be com- 
 menced, and until it shall be certified by tlie Commissioners 
 of our Treasury, or any two of them by writing, under their 
 hands, that one-half of such further Capital has been so paid 
 up, the dealings and affairs of the said Company shall be 
 carried on in all respects, as if such further Capital had not 
 been created. And we do further direct, that tlie 
 remainder of the instalments on the Shares constituting 
 such further Capital shall bo wholly paid up within two 
 years, to bo reckoned from the date of the certificate (to be 
 be granted as aforesaid) of the payment of one-half of such 
 further Capital, and that the same shall be made to appear to 
 the satisfaction of the Commissioners of our Treasury, to bo 
 certified as aforesaid. And we do further declare, that 
 all payments into the Joint Stock of the said Company be- 
 fore the Incorporation thereof shall bo taken as payments 
 towards the Capital of the Company hereby ii^cori'orated. 
 An» we do herehy direct that, within twelve calendar 
 months from the date of this our Royal Charter, the persons 
 who shall have subscribed for at least one-half of the said 
 sum of £250,000 shall, to flic sa<isfacti(m of the CoTumis- 
 sioners of our Treasury, to be certified as aforesaid, enter 
 into and execute a Deed of Settlement (and so us each such 
 
^v# 
 
 9 
 
 person so executing shall hold at least Five Shares in the said 
 Capital) and that such Deed of Settlement shall be enrolled 
 in our High Court of Cliancery within twelve calendar 
 months from the date thereof. And we no fukther 
 DIRECT that, by such Deed of Settlement, provision shall be 
 nuide for carrying on the business of the said Company by a 
 Board of Directors, to be elected by the Shareholders of the 
 said Company, as by the said Deed shall be provided, and 
 until such election, by a Board of Directors to be named in 
 . tlie isuid Deed, and that thereby provision shall also be made 
 for the payment, by the Shareholders, of all monies to bc- 
 ' come due in respect of tlie instalments on the Shares taken 
 by them, and also of such further or other sums as are here- 
 inafter prov-ided, and iji which said Deed of Settlement slmll 
 be c()ntaine<l (in addition to all such further provisions as 
 shall be by such Commissioners considered necessary and 
 usual in like cases for tlic management of the affairs of the 
 said Company) provisions for effectuating the following 
 objects, that is to say : — 
 
 1st. For holding Genorul ISleetings of the Company once 
 at least in every year, at an appointed lune and place. 
 
 2iid. For holding Extraordinary General ^leetings of the 
 Company upon the recpiisition of nine or more Share- 
 holders,' holding in the whole at least One Thousand 
 Sluires in the Company. 
 
 8rd. Fen- the managemont of the affairs of the Company, 
 and the election and qualification of the Directors. 
 
 4th. For the retirement of at least one-finirth of the 
 Directors of the said Company yearly, and for imiiosing 
 such restrictions (if any) upon the re-election of n^tir- 
 ing Directors, as the Conunissioners of our Treasury 
 shall re(piire to be inserted in the said Deed. 
 
i 
 
 10 
 
 5th. For preventing the Company from purchasing any 
 Shares, or making aflvancos of money, or securities 
 for money to any person, on the security of a fSharo or 
 Shares in tlie Company. 
 
 Oth. For the publication, as sliall bo directed in tlio said 
 Deed, of the Assets and Ijiabilitles of the Company, 
 and of the amounts of Promissory Notes in circidation, 
 and of the Coin held in the establishments ol' (he said 
 Company, in each of such Colonies or Settlements as 
 afoi'esaid. 
 
 71 h. For the verification of such statements, and in. the 
 furnishing of such fiirllier infoiination, as (lie said 
 Comnn'ssioners of our Treasury may r('([iiire respecfing 
 the state aiul proceedings of the IJaidviiig Kslablisliments 
 of the said Company. 
 
 Sth. For th yearly Audit of (lie Acc.)un(s of lh(> said 
 Company \.y two or more Auditors, not being Direelois 
 at the time. 
 
 !)lli. For the yearly connnunleation of the Aucb'toi's' 
 Report, and of a IJalanee Slu^et, and IVofit and lioss 
 Accounts, to every Shareholder. 
 
 I()(h. For the appoinlnient of ISFanagers, or Agents, or 
 other Uilicers, to perform the duties of IManagers or 
 Agents. 
 
 And we no herkiiy FUiiTirEU nEci.AKE, that the sevei'al 
 provisions contained in this our Royal Cliarter, and to be 
 eoiitaiued in tlie said Deed, or in any sii]>pleiii("iilal Deed to 
 1)0 made in piii'suanee thereof, or to be contained in any bye- 
 laws to bi^ made in pursuance of such Deeds, (U- any of them, 
 
11 
 
 shall be taken to bo the existing Rules and Regulations of 
 the said Company, except so far as tlie same may be repug- 
 nant to t)ie laws of tliis our realm, or of our Colonies. 1'ko- 
 viDED NEVKUTirEi.Ess, aud WO do hereby fiu'ther direct, 
 that no bye-hiAV or suppk>menlal Deed that may be made, 
 shall liavc any force or eif-ct luitil the same shall have been 
 approved of by the Connuissioners for the time being of our 
 Treasury, and a certificate of such approval shall have been 
 given under their hands, or the hands of any two of them. 
 And we do iruTiiini okuaix axd declare, that it sludl 
 be lawful for the said Company, at and fr(jrn any city, toA\ni, 
 cr place in which they may have established any Bank, 
 Branch, or Establishment, under or by virtue of these 
 presents (except as liereinaftei mentioned), to make, issue, 
 and circulate Notes or Bills payable to bearer on demand, 
 and to rc-issuc the same ; but the issue of such Notes and 
 Bills within any of our aforesaid Colonies, possessions, or 
 settlenu^nts, shall be subject to all and every or any local 
 hiws for the time being in lV)rce for restraining or legulating 
 the issue therein of Notes or Bills, and nothing in this 
 Cliarter contained sliall be construed or taken as authorizing 
 thc! said Company to issue Notes or Bills at or from any city, 
 town, or place whereat or wherefrom the issue of Notes or 
 Bills shall be prohibited by any local law for the time being 
 in force. ruoviDKi) always that all Notes or Bills which 
 shall be issued in any of our said colonies, possessions, or 
 settlements, shall bear date at the pliice of issue, ami shall 
 bo made payable at the establishment from which the same 
 sliall have been issued, and ill the current coin of our n>alm, or 
 other coin lawfully curreut in the ])lace \vln>re the sanu> sludl 
 be jiiiid ; and that all Notes and Bills issued at and from any 
 establishment of the said Company in any of our colonies, 
 not l)eing the princii)al establishment of the said Company 
 iu siuli Colony shall be made payable not only at the estab- 
 lislnnent at and from whicli the same shall have been issued, 
 but also at the principal establiBhment of the said Company 
 
i 
 
 12 
 
 in such Colony. Puoviued also, that all Notes and Bills 
 issued by the suid Company shall br chargeable with the 
 stamp or other duty (if any) payable thereon by the laws of 
 the place at and from which the same shall be issued. Pro- 
 vided ALSO, and we do further ordain and declare, that no 
 establishment of the said Company, other than and except 
 the principjiil_cstablishment of t lie s aid Company, at the scat 
 of {gove rnment in any of our colonics or settlements afore- 
 said, shall be reqiured to pay any Notes or Bills of tlio said 
 Company, other than and except such as shall have been 
 originally issued at and from such establishment ; and also, 
 tliat no principal establishments of the Ccjnipany in any of 
 tlie said colonies or settlements shall be required to pay any 
 Notes or ]]ills of tlie Company, which may liave been issued 
 by the said Company in any other Colony or settlement, 
 unless jxiyment thereof shall have been refused at such 
 principal establislnuent as aforesaid at whicli the same were 
 issued, and in that case payment shall be made at such other 
 establishment as the Company shall direct ; or in default of 
 such direction, then at any one of the principal estiiblishm(>nts 
 of tlie Company where payniont thereof may be demanded. 
 Providkd also, and we do further ordain and declare tliat 
 the total amount of tlie Bills and Notes of the Com])any in 
 circulation, and payable to bearer on demand shall not at 
 any time exceed the amount of the Capital of tlie Company 
 actually paid up, and that there shall always be kept by tlio 
 principal and branch establislinients i ^ch Colony wliero 
 one or more Banks or Branch Banks shall be established, an 
 amount of specie equal to one-third at least o*" the Notes 
 and Bills of sucli IJanks and ]?rancli ]Janks at any time in 
 circulation. 1*kovidkd also, and we do further ordain and 
 declare, that the total amount of the debts and liabilities of 
 the said Company over and above the amount of deposits on 
 Banking Accounts with the Company's K.stablisliments, shall 
 not at anytime exceed three times tlie amount of the Ca[)ital 
 of the said Company whicli for the time being shall have 
 
.1 
 
 13 
 
 been actually paid up. ruoviDKn at.so, and we do further 
 ordain and declare, that if at any time there ^^hall be a 
 suspension of pajnnent of any of the Notes or Bills of the 
 said Conipany at any Establishment at which the same arc 
 hereinbefore required to be made payable, it shall not bo 
 lawful for the said Company, from and afte. the com- 
 mencement and during the continuance of such suspen- 
 sion of pajTucnt to make any fresh issue of Notes or Bills 
 within the Colony or Settlement in which such Establishment 
 shall be situate. And we do fukthkh ordain and declare 
 that the aggregate amount of the discounts and advances by 
 the said Company, on securities bearing the name or names 
 of any one or more of the Directors or Officers of the said 
 Company as drawing, endorsing, or accepting the same shall 
 nf)t at any time exceed one-third of the total discounts and 
 advances of the said Company. And we do vvktuku 
 ORDAIN AND DECLARE that It shall be lawful for the said 
 Company, notwithstanding the Statutes of Mortmain or any 
 other statutes or laws to the contrary, to purchase, take, hold, 
 and enjoy to them and their successors, as well in England 
 as in the aforesaid Colonics or settlements, such houses, 
 oflTices, buildings, lands, and hereditaments as shall or may 
 be tliought necessary or proper for the purposes of managing, 
 conducting, and carrying on the affairs, concerns, and 
 business of the said Company, but not for the purpose of 
 speculation, or any other purpose than as aforesaid, and so 
 as no such hereditaments in England shall be of more than 
 the yearly value of £1,000, unless the sanction of the 
 Connnissioncrs of Our Treasury shall have been previously 
 obtained for holding houses, offices, buildhigs, lands, and 
 other hereditaments for such purpose of a greater yearly 
 value than the said sum of £1,000, and so as no such here- 
 ditaments in any of our colonies, possessions or settlements 
 shall be of greater yearly value than shall be sanctioned by 
 the Governor or Lieutenant-Governor for the time being of 
 the Colony, possessions, or settlement in which the same shall 
 
I 
 
 It 
 
 bo situate, and to soil, and convoy, mid dispose of iho sanio 
 horodilamonts wlion not wanted tor the purpose of the said 
 business. And wk ih'.rkhv huant unto all and every 
 person or persons, and bodies politic, and corporate, wlio are 
 or shall be otherwise competent, our special licence and 
 authority to grant, sell, alien, and convey in mortmain, unto 
 and to the use of the said Company, and their successors any 
 such houses, offices, lands, and other hereditaments what- 
 soever as aforesaid accordingly. Pkovided nevertheless, 
 And wo do hei'{jby expressly ordain and declare, that nothing 
 herein contained shall authorize the said Company to make 
 any purchase of messuages, lands or hereditaments in Great 
 Britain or Ireland, beyond the extent or annual value 
 hereinbefore provided, and that when, and as any purchase 
 of lands or hereditaments in Great Ih'itain and Ireland shall 
 be made by the said Company, the Directors of the said 
 Company shall in all cases within three calendar months 
 from the makijig and eomplethig of any such purchase, 
 report the same in writing to the Commissioners of our 
 Treasuiy, stating the amoimt of the purchase money paid 
 for the same, and giving a description of the lands and 
 hereditaments so purchased, and such other particulars 
 relating thereto as nuiy from time to time be required by the 
 said Commissioners, and in case any hereditaments so 
 purchased shall be re-sold bj- the Cojnpany, they shall within 
 fourteen days after every such sale give notice in writing to 
 the President for the time being of the said 13oard of Trade 
 of such re-sale, and the price obtained for the same. Anj) 
 \VK no iiEiiKitv iTRTHEit ])i;(i,.\UE that except for the 
 purposes hereinbefore mentioned, it shall not be lawful for 
 the said Company to invest, lay out, employ, advance, or 
 embark any part of their Capital or Funds in the purchase 
 of any lands, houses, or other real property, nor in any 
 tmding ir mercantile speculation or business whatsoever, 
 not usually considered as falling within the Ordinary and 
 legitimate purposes and operations of a Banking Establish- 
 
I 
 
 15 
 
 mont, but that it shall nevertheless be lawful tor the said 
 Conipany to take and uceept any lands, liouscs, or oilier real 
 and personal property in satisfaction, liciuidation, or payment 
 of any debt abscjlutcly and boml tide due and owin^ to the 
 said Company, and also to take any Mortgage or other Uen, 
 or charge on real or personal property as a security for any 
 monies actually and bona fide due to the said Company, or 
 for which any person or persons may have rendered himself 
 or themselves liable to the said Company, and to hold such 
 lands, houses, and other real and personal property respect- 
 ively, for such rcasimable time as shall be necessary for 
 selling and disposing of and converting the same into money. 
 Am) it shall be lawful for the said Company to sell, dispose 
 of, and convert into money any goods, wares, or merchandize 
 which shall or may bo taken by them in satisfaction, liqui- 
 dation, or payment of any debt, and also to sell and convey 
 any lands, houses, and other real property whatsoever, goods, 
 wares, or merchandizes which they shall or may have 
 acquired in numner aforesaid. And me w iurthhu 
 oRixuN AND DKci-AUE, that it shall be lawfid for the saul 
 Company, but .subject nevertheless and without prejudice to 
 the power hereinbefore given to the Directors of the said 
 Company of increasing tlie Capital of the Company to the 
 extent hereinbefore mentioned from time to time to extend 
 or increase their Capital for the time being by the creation 
 and sale of new shares in the manner to be specified and set; 
 forth in the Deed of Settlement, to be prepared and executed 
 as hereinbefore directed, so as the same be made with the 
 consent of a General Itleeting of the Shareholders of the said 
 Company to be specially called for that purpose, and so as 
 the total amount of the Capital of the said Company shall 
 not exceed the sum of i:l,000,000, except such further 
 increase be made with the previous consent of the Com- 
 missioners for the time being of our Treasury, to be signified 
 by writing under their hands, or the hands of any two oi 
 them, in which case the said Capital may from time to time 
 
I 
 
 16 
 
 be increased to such amount as may ho thought fit. Axu 
 FURTHER WK i)iRK(,'i, that at Icast one half of tlie amount 
 of the increased Capital shall from time to time be 
 actually paid up belore any extension of the dealings 
 of the said Company in respect of such new Capital shall be 
 commenced, and until it shall be certified by the Commis- 
 sioners for the time being of our Treasury or any two of them, 
 by writing under their hands, that one half of such new 
 Capital has been so paid up, the dealings and affairs of the said 
 Company shall be carried on in all respects as if such exten- 
 sion of Capital had not taken place. Axi) ^\v. i)o fuuther 
 DIRECT, that the remainder of the instalments on the shares 
 constituting such increased Capital, shall be wholly paid up 
 within two years from the date of the Certificate, to bo 
 granted as aforesaid, of one half thereof having been paid up, 
 and that the same shall Ix; made to appear to the satisfaction 
 of the said Commissioners for the time being of our Treasury, 
 to be certified as aforesaid. And we do fi rther ordain 
 AND direct, that the Directors of the said Company shall, if 
 and whenever they shall be required so to do, either by the 
 Secretary of State for our Colonies, or by the Commissioners 
 of our Treasury, or any two of them, produce and submit to 
 Lim or them, or to such jwrsons or Officers as he or thej may 
 appoint for that purjiose, for his or their inspection and exa- 
 mination the several accounts and statements, which by the 
 said deed shall be directed to l)e made and furnished. Axn 
 WE DO hkrehv ordaix axd DECLARE, that tlicse presents are 
 upon this express condition that on the winding up of the 
 aflfairs of the said (,'oinpany, every proprietor for the time 
 being of shares in the Capital thereof shall be liable to con- 
 tribute to the payment of the debts, engagements, and liabi- 
 lities of the said Company, not only such parts of the shares 
 held by him or her respectively in the Capital of the said 
 Company as shall not have been heretofore called for and 
 paid up, but also all such further sums of money not exceed- 
 ing the amount of the shares so held by him or her, as shall 
 
i 
 
 mgm 
 
 mm 
 
 17 
 
 be requisite and necessary to satisfy anrl dischargn the debts, 
 engagements and liabilities of the Company. And yw. no 
 HKKKHv DKcr.ARi:, that in such Deed, to be executed as afore- 
 said, and in every transfer of any share or sliares in the said 
 Company, due provision shall accordingly be made for the 
 payment by the Siiareholders of such amounts as aforesaid. 
 And wk no jrEUKisY FuuriiKR oiidain and dec lake, that in 
 the event of the Insolvency of the said Company, or in the 
 event of the powers and privileges hereby given, being de- 
 clared void, as after mentioned, the business hereby autho- 
 rized to 1)0 carried on by the said Company shall cease iind 
 detennino, and the assets property and securities of the Com- 
 pany shall be sold or disposed of, and converted into money, 
 and the debts, engagements and liubililies of the Comisany 
 shall be paid, s;i istied, and discharged, and the surplus (if 
 any), after providing for the full payment, satisfaction, and 
 discharge of tlic debts, engagements and liabilities of the said 
 Company, shall be divided amongst the Proprietors of the 
 said Company, according aiul in proportion to their several 
 and resjK'Ctive shares and interests in the Capital thereof. 
 And FIKTMI.K WE no iiKUKiiv Avir.L AND OKDAIN', that on 
 any suspension in the payments of the Company for the space 
 of sixtv days in succession or for any number of days at 
 intcrvais, which shall amount altogether to sixty days within 
 anv one year, or if the said C()mi)any shall not havcAvell and 
 truly maintained, abided by, performed, and observed all and 
 everv the rules, orders, provisions, and directions herein con- 
 taine<l and set forth or to be contained and set forth in the said 
 Deed, so to be executed as aforesaid, then and in any of such 
 cases it shall and maybe lawful for us, our heirs, and successors, 
 if we or they shall be so minded, aiul without any further pro- 
 ceedin">', bv writing under our great seal, absolutely to revoke 
 •and make void this our lioyal ('barter and every nuitter and 
 thing therein contained. I'kovioei) neveutiiei,ess, that the 
 Mower of re\ocation so hereby reserved shall not have or be 
 c.jnstrued to have the etfcct of preventing or barring any 
 
 » 
 
18 
 
 ])r()coo(linp by scire facias or otiiorwiso, ncoordinp; to Tjtnv, to 
 rmiuilorroiK'iil lliis our t 'hart cr. And \vk do itri ukk oudm.v 
 AM) DKci.AKK, (liiit Oil the loriiiiiiation of th(? torin ol'twcnly- 
 oiu" yi^ar.s I'roiii llio dato of this our Royal Charter, the powers 
 and privih'ges hereinbefore conferred on the wiid ("oni[)any 
 sliall cease, unless we, ourlieirs and successors shall, t)y writ- 
 iiii; under our "'ivat seal, declare to the contrary and shall 
 authorize the said Conii)any to continue incoriwrated under 
 the aforesaid provisions for a further term of ten years, for 
 such period and under such provisoes and conditions as we, 
 our lu'irs, and successors shall think fit. Ano wk do for us, 
 our heirs, and successors j^'rant and declare, that this our 
 Koyal Cliarter or the enrolment thereof, shall be in all thin<>'s 
 valid and etfectual in the T.aw, according- to the true intent 
 and meaniiifi: of the same, and shall be ret^ognised as valid 
 and effectual by all our Courts and Judges in our United 
 Kingdom of Great IJritain and Ireland, and by the resitective 
 Governors, for the time being of our aforesaid several Colo- 
 nies and (Settlements and all others, Officers, persons, and 
 bodies, politic or corporate, whom it doth, shall or may con- 
 cern, and that the same shall bo taken construed and ad- 
 judged in the most favorable and beneficial sense and for the 
 best advantage of the said Conipany in our several Courts of 
 llccord in our said United Kingdom and in our several ("olo- 
 nies and settlements aforesaid and elsewhere, and notwith- 
 standing any non-recital, mis-recital, uncertainty and imper- 
 fection therein. And i.asii.v, we do iikhkiiv UKCii irk and 
 KNJoiN the several Governors, for the tiine being, of our said 
 several colonies and settlements aforesaid, respectively to 
 "•ive full f(nce and i '.I'ect to this our Koyal Charter and to b(; 
 in all things aiding and assisting to the said Company and 
 their successors. In witm-.ss whereof we have caused these 
 our letters to be made patent. WiT>ESSOurself at our I'alace 
 at Westminster this thirty-lirst day of May, in the twiMity- 
 tifth year of our reign. 
 
 IJy Ilcr Majesty's command, 
 
 (L.S.) Edmunds. 
 
i 
 
 19 
 
 DEED OF SETTLEMENT. 
 
 (TijiS I-ntirntUVC made the Twenty-fourth day of Juno, 
 in the year of Our Lord One Thousand YAght Hundred 
 and Sixty-two, Betwi;kn Thk Si-.vi.rai, Vv.Ksoys whose 
 names and seals nvo hereunto in the Fourth Schedule 
 hereto respectively suhseribed and affixed of the iirst 
 part and THE BANK OF BRITISH COLUMBIA, 
 hereinafter called "The Company," of the second part. 
 WiiERKAS Her Majesty has been {rraciously plnascd to grant 
 to the said Company Her Royal Charter of Incorporation, 
 bearing date the Thirty-first day of :May, One Thousand 
 Eight Hundred and Sixty-two, and which is in the terms 
 following, that is to say, " Victoria, by the Grace of God 
 of the United Kingdcmi of Great Britain and Ireland Queen 
 Defender of the Faith. To all to whom these presents shall 
 come Greeting. AViik.rf.as it has been represented unto us that 
 the several persons hereinafter named and others have agreed 
 to form a Joint Stock Company or Copartnership under the 
 name or style of the Bank of British Columbia for the 
 purpose of 'establishing Banks of Issue and Deposit with 
 Branch Banks and Agencies in such cities, towns, and phiccs 
 within our colonies, possessions, or settlements of British 
 Columbia and Vancouver's Island, part of the Continent of 
 North America, as may from time to time be deteriuined on 
 by the Directors for the time being of the said Company, 
 aiid of carryhig on uiuler the regulation and control of a 
 principal office in London, the general business of Banking 
 in such cities, towns, and places, and for that purpose to 
 make and issue Notes, grant Cash Credits, make Advances 
 upon approved securities, and generally conduct all business 
 connected with the Deposit, Exchange, and Remittance of 
 monies, and securities for money, and all other busiiu'ss 
 usually transacted by liankers. And whereas it has been 
 
i 
 
 20 
 
 fiirthor ro])rosont(v1 to us flint for tho purposo of cstulillsliiii}; 
 1111(1 cari'yiiij;' on the siiid I'lultulakiii}^, the said paftii'S 
 have aj>iTC<(l that a Capital of £2o(),W)(i stc'rliii;^: tli- 
 vidi'd into It2,-")(I0 sliarcs of £20 each shall bo niisid in 
 tlu> tiist instance, witli power to incrcaso such Capital 
 to tho extent and in manner hereinafter mentioned. Am> 
 wiiKRKAs for tho belter aeeoinplishing and carrying 
 into eifeef the objects and purposes of the said Company, the 
 said ])arti(\s have humbly besou^'ht us (o jfrant to them and 
 tlie seveval otlier subscribers of such Ca^iital, (air lloyal 
 Charter of Incorporation, which we are minded to do under 
 and subject to llu' provisions aiul restrictions hereinafter 
 contained. Is'ow know vk that as well upon the prayer of 
 the said parties as also of our especial grace, certain know- 
 ledge, and mere nuition. We have granted, constituted, 
 ordained, and appointed, and by these presents for us, our 
 heirs, and successors do grant, constitute, ordain, and ap])oint 
 that Thomas AVilliam Lockwood Alaekean, J"]squiri', Martin 
 Ridley Smilli, lOsipiiro, and Eden Colvile, ]''s(piire, together 
 with such and so many othei persons and bodies politic and 
 corporate as now are or shall hereafter become proprietors of 
 any share or shares of or in the Capital for the time being of 
 the Company hereby established shall be (jne body politic and 
 corporate in name and in deed by the name of " Tho Bank of 
 British Colmnbia," and by that name shall and may sue, 
 and be sued, implead and be impleaded in all Courts whether 
 of Tjaw or lujuity, and sludl have a Common Seal which 
 may bo by tlicm varied and changed at their pleasure. 
 And wo do declare that the said Company is and shall be 
 established for the purposo of establishing Banks of Issue 
 and Deposit in such cities, towns, and pliices within our 
 aforesaid Cohmies, jjfjsscsslons, or settlements of liritisli 
 Columbia and Vancouver's Island on the ContiiuMitof North 
 America, as may from time to time bo dc^termincd upon by 
 the Directors for the tinu' being of the Company, and for 
 carrying on the general business of Banking in numner afore- 
 
1 
 
 21 
 
 said in siu;h cities, towns, luul places, but snlijcot novortlio- 
 h-sH to the several provisions and restrictions lieri'inat'tcv eon- 
 tained and to be contained in the Deed of Settlenic.it lurciii- 
 arter directed to be executed or to be contained in any 
 Supplemental Deed or 15\e-law as lu'reinat'ler mentioned. 
 And we do further declare that the Capital of the said 
 Company shall consist of £2.j0,(J00 sterling', divided 
 into rj,V>00 Shares of £20 each and such fiirllier Cai)ital 
 not exceeduig i",'.>0,()OI) as tlie Directors for the time 
 bein-j shall deem necessary for tlio purjjose of the 
 said undcrtakino-. I'.ut such further Capital shall be 
 divided into shares of i'JO each, and be paid up in full as 
 hereinafter nu'ntioned. And we do further ordain and 
 declare that until such fui'thcr Capital sliall be raised as 
 aforesaid, the aforesaid sum of t",>50,(M»l) sterllnj,' shall be 
 taken to bo the tixed Capital of the said Company, and if 
 any further Capital shall have I'cen raised, then a Certificate 
 under the hands of the Commissioners of our Treasury, or of 
 any two of them shall be indorsed Iumvou and the said sum 
 of £l^"3(),()()() sterling' to^n'ther with such further Capital sliall 
 thenceforth be taken to be the tixed Capital of tlie said 
 Company, liut with power, nevertheless, to furtlier increase 
 such Capital as hereinafter meiilioned. I'rovided always 
 and we do ]ierel)y declare tliat it sliall not be lawful for 
 the said Company to commence or carry on the said business 
 of ]5ankiiij;- until it shall be made to appear to the satisfac- 
 tion of the Commissioners for the time being of our 'i'reasury 
 that the whole of the aforesaid Capital of ,t'2o0,<»(»(> has been 
 subscribed for by Deed underhand and seal and that one half 
 (at the least) of "such sum of .f,'.j(),()()t) has been actually paid 
 up such satisfaction to be evidenced by a Certiticate under 
 the hands of any two of tlic Commissioners of our Treasury. 
 And we do further declare that unless it shall be made to 
 appear to the satistaiition of the (\immissIoners of our 
 Treasury to be certiHed as aforesaid tliat the whoh- of 
 the said Capital of £250,000 has been subscribed under han.l 
 
22 
 
 and seal before tho oxpircition of a period of oi<»hteon ealenclnr 
 months, to cominonco .md be computod from tho din ;.i'* tho 
 date of this our Royal Cliartor, and unless tho whole of tho 
 said Capital of £2'j0,000 shall be actually paid up within tlio 
 space of two years, to bo reckoned from the date of the cer- 
 tificate to be granted as aforesaid, of the pajTiient of one-half 
 of the said capital of £250,000 (but so that such payment in 
 full be not in any eas(! delayed beyond the period of three 
 years, to be reckoned from the date of this our Royal Charter), 
 that it shall be lawful for us, our heirs and successors at any 
 time thereafter, by any writing muler our Great Seal, to de- 
 clare that this our Royal Charter shall be absolutely void. 
 Provided also, and wo do hereby further declare, that at least 
 one half of tho amount of such further capital not exceeding 
 £250,000 as aforesaid, shall be actually paid up before any 
 extension of the dealiugs of the Comjjany in resj)ect of such 
 further capital shall be commenced, and until it shall bo cer- 
 tified by the Commissioners of our Treasury, or any two of 
 them, by writing imder their hands, that one half of such 
 further capital has been so paid uj), the dealings suul a flairs 
 of the said company shidl be carried on in all respects as if 
 such further capital had not been created. And wt do further 
 direct, that tho remainder of the instalments on fl'e shares 
 constituting such further capital, shall be wholly paid up 
 within two years, to bo reckoned from the date of the certiti- 
 cate (to be granted as aforesaid), of the payment oi oiu^ half 
 of such furtlier capital, and that the same shall lie made to 
 appear to the satisfaction of the Commiisionc's of our Trea- 
 sury, to bo certified as aforesaid. And we do further declare, 
 that all payments into the joint-stock of the said Company, 
 before the incorporation thi-n of, shall be taken as payments 
 towards the Capital of the Company hereby incorpunited. 
 And W(> do hereby direct, that within twelve calendar months 
 from the date of this our Royal Charter, the pei'sons who 
 shall have subscrilied for at least one half of the said sum of 
 £250,000, shall, to the sufrisfaetion of tho Commissioners of 
 
23 
 
 our Treasury, to bo certified aa aforesaid, enter into and execute 
 ;i 1 )ce(l of Settlement (and so as each such person so executing 
 .shall liol<l at least five shares in the said Capital), and that 
 su(di Deed of Settlement shall be enrolled in our High C^jurt 
 „f Chancerv within twelve calendar months from the date 
 thereof And we do further direct, that by such Deed of 
 Settlement, provision shall be made for carrying on the busi- 
 ness of the said Company by a I'.oard of Directors, to be 
 ideetcHl by the Shareholders of the said Comi)any, as by the 
 said Deed shall be provided, and until su(ih election, by a 
 Doard of Directors to be named in the said Deed, and that 
 thereby prevision shall also be made for the payment by the 
 Sharellolders of all nu)nies to become due in respect of the 
 instahuents mi the shares taken by them, and also of such 
 further or other sums as are hereinafter provided, and in 
 xvliich said Deed of Settlement shall be contained (in addition 
 t„ all such further provisions as shall be by such Cmmissioncu's 
 (M.nsidered necessary and usual in like cases for the nuinagc^- 
 iiuMit of the allairs of tlie said Company) provisions for eifec- 
 tuating the following ubjects (that is to say) — 
 
 iHt. VoY holding (leneral ^leetings of the Company once 
 at least in every year, at an appointed time and place. 
 
 2nd. For holding Kxtraordinary (General Meetings .d" the 
 Com])anv, ui)on the re.iuisitiun „f nine or more share- 
 holders, holding ill the whole at least lUUU shares in the 
 Company. 
 
 :ii,l. For the management .if the affairs of the Company, 
 and the election and (piuLitication of the DirecUirs. 
 
 ■ 111,. For the retirement of at least one fourth of tlie 
 Directors of the said Company yearly, and for imposing 
 such restrictions, if any, upon the re-election of retiring 
 Direeau's, as the Coniuiissioiiera of our Tn>asurv shall 
 require to be inserted in the said Deeil. 
 
m 
 
 24 
 
 5th. For preventing the Company from pTirchasing nny 
 shares, or making advances of money, or securities fw 
 money, to any person on the security of a share or shares 
 in the Company. 
 
 6th. For the publication, as shiill be directed in the said 
 Deed, of the assets and liabilities of the Company, and 
 of the amounts of Promissory Notes in circulation, and 
 of the coin held in the establishments of the said Com- 
 pany, in each of such Colonics or Settlements, as aforesaid. 
 
 7th. For the verified ion of such Statements, aiul for the 
 furnishing of such further information us the said Com- 
 missioners of our Treasury may require respecting the 
 state and proceedings of the Ikniking Establishments 
 of the said Company. 
 
 8th. For the yeai-ly audit of the accounts of the said 
 Company, by two (ir more Auditors, not being Directors 
 at the tnne. 
 
 9th. For the yearly communication of the Auditors' Report, 
 and of a IJalance Sheet, and Profit and Loss Accounts 
 to every Shareholder. 
 
 10th. For the appointment of Managers or Agents, or 
 other Officers to perform the diitit-s of ^lunagers or 
 Agents. 
 
 And ■\ve no iikkkiiy i viniiini dkii.aui;, that the several 
 provisions contained in this our Koyal Charter, and to bo 
 contained in the said Deed, or in an}' Supplemental Deed to 
 bo made in pursuance thereof, or to be contained in any 
 Bye-Tjuws to b(> made in puisuaTice of such Deeds or nny of 
 them, shall be taken to be the existing Rides and Kegulations 
 of the said Company, except so far as the same nuiy be re- 
 
25 
 
 pugnant to tho lawf? of lliis our realm, or of our Colonics. 
 I'rovided ncvortholess, inid we do hereby I'lirtlier direct that 
 no Bye I^aw or yupplomcntal Deed that may be made shall 
 have any force or effect until the same shall have b en ap- 
 proved of by the Commissioners for the time being of our 
 Treasury, and a certificate of such a^jproval shall have been 
 given under their hand.s, or tho handt J any two of tliem. 
 Axn WK 1)0 I'LHJirKK oiu)AiN Axn DEcr.AKK, that it shall be 
 lawful for the said Company, at and from any city, town, or 
 place in which they may have established any Bank, branch, 
 or establishment, under or by virtue of these I'resents (ex- 
 cept as hereinafter mentioniHl), to make, issue, and circulate 
 notes or bills payable to bearer on demand, and to re-issue 
 the same ; but the issue of such notes and bills within any of 
 our aforesaid Colonics, possessions, or settlements shall be 
 subject to all and every or any local laws fen- the time being 
 in force for ivstrainiiig or regulating the issue therein of 
 notes or bills, and nothing in this Charter contained shall be 
 construed or taken as authorizing the said Company to issue 
 notes or bills at or from any city, town, or place, whereat or 
 wherefrom the issue of notes or bills shall be prohibited by 
 any local hiw fur the time being in force. I'ijovioki) aiava.s 
 that all notes or bills which shall be issued in any of our siiid 
 Colonies, possessions, or settlements shall bear date at the 
 place of issue, and shall be nuidc payable at theestalilislnnent 
 from which tho same shall have been issued, and in the cur- 
 rent coin of our reahn, or other coin lawfully current in the 
 place where the same shall be paid ; and tliat all notes and 
 bills issued at and Irom any establislnnent of the said Com- 
 pany, in any of our Colonies, not being the principal estab- 
 lishment of the said Company in such Colony, shall be made 
 payid)le not only at the estal)lishment at and from which the 
 same shall have been issued, but- idso at the principal estab- 
 lishment of the said Company in such Colony. i'rovided 
 also that all notes and bills issued by the said Company shall 
 be charg'.'able with the sUimp or other duty (if any) payable 
 
26 
 
 thereon by the laws of the place at and from wliich the Rainc 
 shall be issued. Provided also, i;nd we do t'lirtlur ordain 
 and declare, that no establishment of the said Company other 
 tliau and except the principal establislnneiit of tlie saidt'om- 
 nanv tit the seat of Government in aiiv of our Colonies or 
 Settlements aforesaid, shall be required to pay any notes or 
 bills of the said Company other than and except such as shall 
 have been ori<>'inally issued at and from such estahllslimeut ; 
 and also that no principal establishments of the Company in 
 any of the said Colonies or Settlements shall be recpiired to 
 pay any notes or bills of the Company which may have been 
 issued by tlie said Company in any otlier (Jolony or Settle- 
 ment, unless payment thereof shall have been refuseil at such 
 prnicipal establishment as aforesaid at which the same were 
 issued, and in that case payment shall be made at such other 
 establishment as the Company shall direct, or in default of 
 sucii direction then at any one of the principal estal)lish- 
 ments of the Conqjany where payment thereof may be de- 
 manded. I'rovided also, and wo do further oi'dnin and 
 dechire that the total amount of the bills and notes of the 
 Company in circulation and payable to bearer on demand, 
 shall not at any time exceed the amount of the Capital of the 
 Company actually paid up ; and that there sliall always be 
 kept by the princi])al and branch establishments in each 
 (.'olony where one or more IJanks or Uranch IJanks shall be 
 established an amount of specie equal to one-third, at least, 
 of the notes and bills of sueli Hanks and JJi'aneh Uanks at 
 any time in circulation. Provided also, and we do I'lirtlu-r 
 ordain and declare, that the total amount of the debts and 
 liabilities of the said Company, over and above the amount 
 of deposits on banking accounts with the Company's estab- 
 lishments shall not at any time exceed tiiree times the 
 amount of the Capital of the said Company, which for the 
 time being shall have been actually paid up. Provided also, 
 and we do further ordain and declare, that il' at any time 
 thcrt) bLuU be a suspension of payment of any of the uotos 
 
27 
 
 or bills of tho said (Joinpiinv, ut any ostablishmcnt at which 
 the same are hereinbetbre rctiuirctl to be made payabh", it 
 shall not be lawful for the .said Company from and after the 
 eommencement, and during the continuance of .such suspen- 
 sion of payment, to make any fresh issue of notes or bills 
 within the* Colony or Settlement in which such establi.shmeiit 
 shall be situate. And we do further ordain and declare 
 that the aj^gregato amount of the discounts and advances by 
 the said c'^'mpauv, on securities bearing the name or names 
 of any one or more of the Directors or OiHcers of the said 
 Company, as drawing, endorsing, or accepting the same, shall 
 not at any time exceed one-third of the total discounts and 
 advances^ of the said Company. And we do further or- 
 dain and declare, that it .shall be lawful for the said Com- 
 pany, notwithstanding the Statutes of ]Srortmain, or any 
 other statutes or laws to the contrary, to purchase, take, 
 hold, and cnjov, to them and their successors, as well m 
 England as in 'the aforesaid Colonies or Settlements, such 
 houses, offices, buildings, lands, and hereditaments, as shall 
 or may be thought necessary or proi)er for tho pur- 
 poses of managing, conducting, and carrying on the atfairs, 
 cmcerns, and business of the said Company, but not 
 for the purpose of speculation or any other purpo.se 
 than as al'oresaid, and so as no such hereditaments m 
 England shall be of more than the yearly yalue of £1000, 
 unless the sanction of the Commissioners of our Treasury 
 sl.all have been previously obtained for holding lum.ses, 
 offices, buihlings, lands, and other hereditaments for such 
 purpose, of a greater yearly value than the said sum ot 
 £1000, and so as no such h.-redit anient s in any ot our 
 Colonies, I'ossessions, or Settlements shall be of greater 
 yn.rlv value than shall be sanetioned by the CJovernor or 
 Lieutenant-Governor, for the time being, of the Colony, 
 l'o,ssessions, or Settlements, in which the .same shall be situ- 
 ate, and to sell and convey and dispose of the .same heredita- 
 ments when not wanti^I for tiio purpose of tho said busiuess. 
 
28 
 
 «l <6t 
 
 And •wo do hereby grant unto all and every person nnd 
 persons and bodies politic and corporate wbo are or nliall be 
 otlierwise competent, oiu- special license and autliority to 
 grant, sell> alien and convey in Mortmain unto and to the 
 use of the said Company, and their successors any such 
 houses, offices, lands, and other hereditaments whatsoever as 
 aforesaid accordingly. I'rovided nevertheless, and we do 
 hereby expressly ordain and declare that nothing herein 
 contained shall authorise the said Company to make anv 
 purchase of messuages, lands, or hereditaments in Great 
 Britain or Ireland beyond the extent or annual vabu; 
 hereinbefore provided, and that when and as any pureluisc 
 of lands or hereditaments in Great liritain and Irehnid shall 
 be made by the said Company, the Directors of the said 
 Company shall, in all cases Avithin three calendar montlis 
 from the making and comi)li'ting of any such purchase, 
 report the same in writing to tlie Commissioners of our 
 Treasury, stating tlie aniouut of tlio pureluise money j^aidfor 
 the same, and giving a description of tlie lauds nnd heredita- 
 ments so purchased, nnd such other particulars relating 
 tliereto as may from time to time be recpu'red by the said 
 Commissioners, and in any case any hereditaments so pur- 
 chased shall be resohl by tlie Company, they sluill, within 
 fourteen days after every such sale, give notice in writing 
 to the President, for the time being, of the said lioard of 
 Trade, of such resale, and tlie price obtained for the same. 
 And we do hereby further declare that, except for the 
 purposes hereinbefore mentioned, it sludl not be lawful for 
 tlu) said Company to inv(>st, layout, employ, advance, or em- 
 bark any part of their Capital or Funds in the purchase of 
 any lands, houses, or other reid property, n(n' in any 
 trading, or mercantile speculation, or business whatsoever 
 not usually considered as falling within tlic ordiiutry and 
 legitimate purposes and operations of a Banking; Establisli- 
 ment, but that it shall nev<>rtheless be lawful ibr tlie said 
 Company to take and accept any lauds, houses, ur other 
 
29 
 
 roiil and personal property in satisfaction, liquidation, or pay- 
 ment of any del)t absolutely and bond Jide, due and owing 
 to tlie said Company, and also to take any mortgage or other 
 lien or charge on real or pcrsovial property as a security for 
 any monies actually and bond Jide due to the said Company, or 
 for which any porscjn or persons may have rendered himself 
 or themselves liable to the said Company, and to hold such 
 lands, houses, and other real and personal property respec- 
 tively for such reast)nable time as sliall bo necessary for 
 selling and disposing of and converting the same into 
 nioiu'y. And it sludl be lawful for the said Company to sell, 
 dispose of, and convert into money, any goods, wares, or 
 merchandize which shall or may be taken by them 
 in satisfaction, litpiidation, or payment of any debt, and also 
 to sell and convey any lands, houses, and other real pi'operty 
 whatsoever, goods, wares, or merchandi/cs whicli they si all or 
 may have acquired in manner aforesaid. And we do 
 fuither ordain and declare, that it shall be lawful for the 
 said Company, but subject nevertheless, and without preju- 
 dice, to the power hereinbefore given to the Directors of the 
 said Conqiany of increasing the Capital of the Company, to 
 the extent hereinbefore nientioned, from time to time to 
 extend or increase their Capital, for the time being, by the 
 creation and sale of new Sliares in the numner to be speci- 
 fied and set forth in tlie Deed of Settlement, to be prepared 
 and executed, as hereinbefore directed, so as tlie same bo 
 naide willi the consent of a General ^Meeting of the Share- 
 holders of the said Company, to be sjiecially called for that 
 i)urpose, and so as tlie total amount of the Capital of tlie 
 said Conq)any shall not exceed the sum of i;i,O0t),()0O, except 
 such further increase be made with the previous consent of 
 the Conuuissionin's, for t1ie time being, (jf our Treasury, to 
 bo signitied by writing imder their hands, or the liands of 
 any tM'o of tlunn, in which case the said Capital may from 
 tinu! to timt he incn'ased to such amount as may be lliouglit 
 lit. iVnd I'urthei', we tlirect that at least one-half of the 
 
30 
 
 amount of (he inorcaHCfl f'ajn'tfil shall from lime to timo ho 
 actually paid up bol'orc any cxfciision of the dealings of the 
 said Company, in respect of such new Capital, shall be com- 
 menced ; and until it shall he certified by the Commissicmers, 
 for the time beinp:, of our Trecsury, or any Iavo of them, by 
 writing under their hands, that one-half of such new Capital 
 has been so paid up, the dealings and affairs of the said 
 Company shall be carried on in all respects, as if such ex- 
 tension of ca])ital had not taken place. And we do furthi'r 
 direct that the remainder of the iustalments on the shares 
 constituting such increased Capital shall hv wholly paid 
 up within two years from the dat<; of the Certificate, to bo 
 granted as aforesaid, oi' one half thereof having been 2^nid u]) 
 and that the same shall l)e made to ajjpear to tlie satisfaction 
 of the said Commissioners, for the time being, of our 'rreasury, 
 to be certified as aforesaid. And wo do further ordain and 
 direct, that the Dii'ccfors of the said Cf)mpany shall, if iind 
 whenever they shall be required so to do cnther by the Secre- 
 tary of State for our Colonies, or by the Commissioners of our 
 Treasury, or any two of them, prfwluce and submit to him or 
 them, or to such persons or offic<'rs as ho or tliey nuiy ap- 
 point for that purjjose, foj' his or their inspection and exami- 
 nation, the scnei'al accoimls and statements which by the 
 said Deed shall be directed to be made and furnished. And 
 we do hereby ordain and declare, that these I'resents are 
 upon this expi'ess cfnidition that on the winding \\\) of tlie 
 affairs of the said T'ompany every I'ropi'ietor, fur the time 
 being, of shares in the Ca])ifal thereof shall b(> liable to con- 
 tribute to th(> payment of the di 'its, engngcnnents and liabi- 
 lities of the said Company, not only such ])arts of the shares 
 held by liim or her respectively in the Capital of the said 
 Company as sliall not have been heretofore called foi' and 
 paid up, but also all smh farthei' sums of money not exceed- 
 ing the amount of the sh:ir<s '•f) held by him or her as shall 
 be requisite and necessaiT to satisfy and discharge the debts, 
 engagements and liabilities of the Company. And we do 
 
i7\»ni 
 
 31 
 
 li.Tchy (\(Hh-o, that in kuoIi Deed to bo oxocutcd as aforesaid 
 and ill .'Vcry transfor of any sluiro or shares in the said Com- 
 pany, due provision shall accordingly be made for the pay- 
 luen't In- the Shareholders of such amounts as aforesaid. And 
 we do hereby further ordain and declare, that in the event of 
 the inv.lvenVy cjf the said Company, or in the event of the 
 lowers and piivileges hereby given being declared void as 
 after mentioned, the Business hereby authorized to be carried 
 on l)v tlu- said Company shall cease and determhio, and the 
 assets property and seciirities of the Company sliall be sold 
 or disiKwed of and converted into money, and the debts, 
 engagements and liabilities of the Company shall be paid 
 sati.-^tiwl and discharged, and the surplus (if any), after pro- 
 viding for tlu' full pay uuMit, satisfaction and discharge of the 
 debts, .■ngagcnu'nts and liabilities of the said Company, shall 
 iic divided amongst the Proprietors of the said Company, 
 according and in proportion to their several and respective 
 Khai-es and interests in the Capital thereof. And further we 
 do hereby will and ordain, that on any suspension in the 
 payments of the Company for the space of sixty days in suc- 
 ccsr-ion, or for any numb(>r of days at intervals, which shall 
 amount altogether to sixty days within any one year, or if 
 the said Company shall not have well and truly maintained, 
 abided by, performed and ol)served all and every the rules 
 orders, provisions and directions herein contained and set 
 forth, or to be contained and set forth in the said Deed, so 
 t<. Iw executed as aforesaid, then ami in any of such cases it 
 shall and may be lawful for us, our heirs, and successors, if 
 we or they shall be so minded and without any furtb.cr pro- 
 ceeding-, by writing under our great seal, absolutely to re- 
 voke and make void this our Royal Charter, and every mallei' 
 and thing therein contained; Provided nevertlieless, that 
 the power of revo<'atinn so hereby res(>rved, shall not liave or 
 be constiiied to have the effect of preventing or barring any 
 liroceeiling by scire fiicins or otherwise, according lo law, to 
 annul or r(])eal tliis our Charier. And we do further ordain 
 
82 
 
 and floclarc, that on the flotcrmination of the tenn of twenty- 
 one years from the date of this our Iloyal Charter, the powers 
 and iirivilegcs, hereuibeforc conferred on the said Company, 
 shall cease, unless we, our heirs, and successors shall, by 
 writinrr under our great seal, declare to the contrary, and 
 shall authorize tlie said Company to continue incorporated 
 uiuler the aforesaid provisions for a further term of ten years 
 or for such period and under such provisoes and conditions 
 as we, our heirs or successors shall thljik tit. And we do 
 for us, our heirs and successors grant and declare, that this 
 our Iloyiil Charter or the enrohnent thereof, shall be in all 
 things valid and effectual in the Law, according to the true 
 intent and meaning of the same, and shall be recognized as 
 Vidid and effectual by all our Courts and Judges in our 
 United Kingdom of Great ]5ritain and Ireland, and by tlie 
 respective Governors, for the time being, of our aforesaid 
 several colonies and settlcm(>nts, and all other ofhcers, per- 
 sons, and bodies, politic or ccu'porate, whom it doth, shall, or 
 may concern, and that the same shall be taken construed aiul 
 luljudged in the most favorable and beneficial sense and for 
 the best advantage of the said Company in our several Courts 
 of llecord in our said United Kingdom and in our several 
 Colonies and Settlements aforesaid and elsewhere, and notwith- 
 standing any non-recital, mis-recital, uncertainty and imper- 
 fection therein. And lastly, we do hereby require and enjoin 
 the several Governors, for the time being, of our said several 
 Colonies and Settlements albresaid respectively to givi« full 
 force and efiect to this our lloyal Churter, and to b{> in all 
 tliMigs aiding and assisting to the said CVmipany and their 
 successors. Ix Avrr.\i;ss whereof we Imve caused these our 
 letters to be made I'atent. Wmnkss oui'self at our Talace at 
 Westminster, tills tlilrly-tirst dayof ]May, in the twenty-fifth 
 year of our iviyn. 
 
 By her !Miijesty's command, 
 
 Edmunds. 
 
33 
 
 Anp \virEni?A9 the persons hereinafter named as the present 
 Directors of the said Company have caused this Deed to be 
 prepared as tlie Deed of Settlement of the Company, in pur- 
 suance of the Charter, and have obtained ihc approval tlicreof 
 by the Conmiissioners of Her Majesty's Treasury, as appears 
 by the certificate in that behalf hereon endorsed ; and the 
 said parties hereto of the first part have agreed to enter into 
 the covenant hereinafter contained on their parts. Now this 
 Indexture WITNESSETH that iu consideration of the pre- 
 mises, every person party hereto, of the first part, for him- 
 self, his heirs, exccutors,\idministrators, and assigns, but in 
 respect only of the acts and defaults of himself, his heirs, 
 executors, administrators, and assigns, doth hereby covenant 
 with the Company, and the Company do hereby covenant 
 with the several persons parties hereto of the first part, their 
 executors and acbninistrators as follows (to wit.) 
 
 DEED OF SETTLEMENT. 
 Article 1. This Deed shall be the Deed of Settlement 
 of the Company. 
 
 INTERTOETATION. 
 
 Article 2. In the construction of this Deed the follow- 
 ing words and expressions have the following meaning, so far 
 as such construction is not excluded by the subject or context 
 (to wit) :— 
 
 "The Treasury" means the Commissioners of Iler 
 Majesty's Treasury, or any two of them. 
 
 "The Charter" means and includes the Charter herein- 
 before recited, and any and every Supplemental 
 Charter hereinafter granted to the Company. 
 
 "These Presents" means and includes tho Deed of 
 
 c 
 
ft ^v 
 
 34 
 
 Sottlcmont, and any nnd every Supplomcntal and 
 other ])eed executed in pursuance ol' lliese presents, 
 and the JJye-Liiws, llules, and Regulations (I'roni 
 time to time in force) of the Company. 
 
 ' Capital " means (from time to time) the Capital of tlie 
 Company for the time being. 
 
 " Shares " means the Shares of which tlie Capital for 
 the time being is composed. 
 
 " Directors " \ 
 
 " Auditors " ( mean respectively such Officers of the 
 
 " Trustees " ( Company for the time being. 
 
 " Secretary " 
 
 "Officers" means the Officers of the Company for the 
 time being. 
 
 " Ordinary IMeeting " means an Ordinary General Meet- 
 ing of the Company duly called and constituted, 
 and any Adjourned Meetings thereof. 
 
 " Extraordinary Electing " means an PLxtraordinary 
 General Meeting of the Company duly called and 
 constituted, and any Adjourned holding thereof. 
 
 " General Meeting " means an Ordinary Meeting or an 
 Extraordinary Meeting, and any Adjourned holding 
 thereof. 
 
 •' Court " means a Court of Directors and also means the 
 collective body of Directors. 
 
 " Incapacitated Shareholder " means a Shareholder 
 being a married woman, not by law entitled to an 
 
*] 
 
 35 
 
 absolute interest as 9. feme sole in any share of the 
 said Company, or an infUnt, or an idiot, or lunatic, 
 or MOW compos mentis, or a bankrupt, or one whose 
 estate shall by the operation of law have become 
 vested in any otlicr person or persons in trust for or 
 for the bencHt of his creditors. 
 
 " Lawful Claimant of a Share " means as the case may 
 be, the executor, or administrator, or legatee, or 
 next of kin of a deceased .Shareholder, or the hus- 
 band of a Shareholder being a married woman not 
 80 entitled to an absolute interest as aforesaid ; or the 
 guardian of an infant Shareholder ; or the committee 
 or receiver of tlie estate of a Shareholder being 
 an idiot, or lunatic, or non compos mentis ; or the 
 assignee of a Shareholder being a bankrupt ; or the 
 person or persons in whom the estate of any Share- 
 holder shall by operation of law have become vested 
 in trust for or for the benefit of his creditors. 
 
 " Office " means the principal place of business in Lon- 
 don or Westminster (from time to time) of the 
 Company. 
 
 " Seal " means the Common Seal (from time to time) of 
 the Companj'. 
 
 " Month " means Calendar :Month. 
 
 Words in the singular number include the plural and 
 vice versa. 
 
 Words in the masculine gender include the feminine. 
 
36 
 
 CONSTTTFTTON OF TTTE CO^rPANY. 
 
 Article .'3. The several persons parties hereto of tlio 
 first part, and such otlier persons as hereafter become entitknl 
 accoi'diiig 1o the provisions of tliese presents to Shares in (lie 
 C'ajiital of the Company, and wlio respectively are hereinafter 
 called the Shareholders, shall, while respectively hohliiifj; 
 Shares in the Capital, be and continue n Joint Stock Coju- 
 pany according to the provisions of these presents, but 
 subject to the provisions uf the Charter. 
 
 Article 4. Every Shareholder doth hereby recognize, 
 adopt, and confirm all ;.nd whatsoever the several persons 
 who, from tine to time, before the dav '^»f thi! date of ibis 
 Deed, have been acting on behalf ci the said Company, 
 have done, authorized, and adopted for the purpose of the 
 projection, formatiim, and establishment of the Company or 
 incidental thereto ; and all monies, costs, charges, and ex- 
 pences whatsoever, paid or incurred by such persons, or by 
 their order, or with their sanction, in and for any such pur- 
 pose,, shall be and are hereby allowed to them out of the 
 fuiuls (jf the Company ; and they shall be and are hereby 
 indemnified against all losses aiul liabilities incurred by them 
 in the premises. 
 
 Artic[-K 5. Every Shareholder, liis heirs, executors, 
 administrators, or assigns, will, when thereunto retpiired in 
 pursuance of the Charter and these presents, pay the amount 
 of the calls on his respective Share or Shares. 
 
 AifiicLE (). Every Shareholder, his executors, udminis- 
 tri.tors, or assigns, will perform the several engagements on 
 the part of the Shareholders in these presents expressed, and 
 in all other respects pei'form and abide by th(> pi'ovisions of 
 the Charter and the rules and nsgulalions (froju time to time 
 in force) of the Company. 
 
 1 
 
37 
 
 AUTlCLE 7. On the winding tip of the nifairs of the 
 Comi)any every tlien Shareholder Anil contribute to the 
 payment of tlie debts and liabilities of tlic Company in 
 rateable proportion to his then Shares, such svmis as are 
 then requisite, not exceeding in respect of every Share then 
 held by him, so much of such Shares as shaU not prevu)usly 
 have been paid as aforesaid, and a further sum equal to the 
 nominal amount of such Share. 
 
 SEAL. 
 
 Article 8. The Seal shall be provided by the Court, 
 and shall have the corporate name of the Company engraved 
 thereon, with such device as the Court may select. 
 
 AilTlCl.K 9. The Seal may from time to time be altered, 
 broken, and destroyed, and a new Seal substiUited for the 
 same by the Court as they think tit. 
 
 AlvriCl.E 10. The Seal shall be under the charge of the 
 Court, who shall from time to time prescribe such rules in 
 accordance with the Charter as they thmk fit for its safe 
 custody and user. 
 
 AUTICI.E 11. The Seal of the Company sliall beaftixtd 
 to Deeds and instruMU'nls in tlie i.resriice of one Director at 
 the least, wlio shall cuimtereign the same. 
 
 15USINESS. 
 
 Ainici.E 12. The business of the Company shall bo the 
 business of linking in the Colonies of liritish Columbia and 
 Van.'ouv(-r's Island, or the Continent of Korth America, and 
 all otlier business nsaally transacted by lUmkers, under the 
 8uperintendence an.l control of a principal l-:stablis1iment in 
 London, conformably to the terms of the Chart it. 
 
\ 
 
 38 
 
 Article 13. The Company shall not carry on or engage 
 in any business prohibited by tlie Charter. 
 
 Article 14. The business of the Company shall be 
 carried on by a Court of Directors, to be elected by the Share- 
 holders, as provided by these presents. 
 
 PLAC«: O! '"-SINESS. 
 
 Article 15. The Company shall always be provided 
 with some house or office in T.Miidon, or Westminster, which 
 shall be their principal office '>r plaoj of business. 
 
 Article 1G. The situation of the Office shall from time 
 to time be determined by the Court, but until otherwise 
 determined shall be at No. 80, Lombard-street, in the 
 City of London. 
 
 Article 97. The Company from time to time may i)ro- 
 vido such houses or offices in the said Colony of British 
 Columbia and Vancouver's Island, and 'u-cwhere, conform- 
 ably to the terms and provisions of H • mu] Charter, as the 
 Court may from time to time Ihinl: r . , -vu. ''or the business 
 of the Company. 
 
 CA I'lTAL. 
 
 Article 18. The o-'-inal Capital shall bn i jr.o.OOO 
 sterling, divided into T^ : , , Thousand Five Hundred Shares 
 of £20 each. 
 
 Article li). Tlie (Capital ma, :om time to time be in- 
 creased by the issue of new S> ,r<- to any amount, not 
 exceeding in tlie wholo £2.000,00!,; v . , lin ;, uncording to the 
 provisions of the (^haitei, and these presents respectively. 
 
€t f}i 
 
 39 
 
 SHARES. 
 
 AitnCLR 20. Tho Shares in tlio oripriiuil capital shall be 
 numbered in progressive order, beginning with No. 1. 
 
 AiiTlCLE 21. The Shares in the additional capital (it 
 any) shall be numbered progressively, and cither in continu- 
 ivtiou of the scries of numbers in the previous Capital, or 
 otherwise, as tlic Court tliink fit. 
 
 Article 22. The Shares in any additional Capital, and the 
 Shareholders in respect thereaf, sluill, so ''.ir as the provisions 
 of these presents with respect to tlie Shares in tho original 
 Capital, and the Shareholders in respect thereof are appli- 
 cable, be subject to all those provisions. 
 
 Article 23. All Shares iu any additional Capital may 
 from time to time be allotted or disposed of by the Court to 
 such persons, and on such terms and conditions, and at such 
 price or prices, as, in their discretion, the Court thhik fit. 
 
 Article 24. The amount of tlie Shares in the original 
 Capital shall bo paid up by such d<'posits and instalments 
 and in such manner as the Court from time to time shall 
 respectively determine and call up, except only that no call 
 shall exceed £o a Share. 
 
 Article 25. Tho amount of tho Shares in tlie additional 
 Capital shall be paid by such instalments as tlie Court from 
 time to time shall call up, and so as to enable the Court to 
 raise the wliole of the additional Capital in (he numner and 
 within tho respective times retpiirod by tlie Charter, or 
 socmer, if (he Cimr( thinks fit ; except only tliat no such Call 
 shall exceed the aniomit, if any, which the Conipany, by (lie 
 reaolution authorizing tho raising of the additional Capital, 
 shall dolormiuo. 
 
'.» 
 
 40 
 
 Article 26. As between the Shareholders and their 
 respective real and personal representatives, the Sliares shall 
 be to all intents and purposes of the quality of personal 
 estate, and every Share shall be indivisible. 
 
 AuTiCLE 27. All the Shares of every Shareholder, as 
 well as all dividends and profits from time to time payable to 
 him out of the funds of the Companj-, shall be always subject 
 to a lien thereon in favor of the Company, for all monies from 
 time to time due from him to the Company, in respect of any 
 deposit or call, or as a debt due to the Company, citlier in 
 respect of Cash advances, or balances or ruuninj^ Bills or 
 Kotes, or on account generally from him alone, or jointly, or 
 in partnership with any otlu>r person or persons, and the Com- 
 pany shall be entitled to have the lien made available as the 
 first charge on the shares, by sale of the shares, and in case 
 of such sale the transfer (jf such shares by any Officer of the 
 Company appointed by the Court, shall be deemed a good and 
 sufficient Transfer of the Property in such Sluiree to the 
 Turchascr thereof, and the Company shall retain and apply 
 the monies arising by such Sale, for which the roc(>ipt f)f iiny 
 such Officer as aforesaid, shall be a sufficient discluirgo, or any 
 dividends or profits thereof, in or towards re-payment of the 
 moiieys so due to the Company. And in the event of any 
 Action or Suit being brouglit by such Shareholder, or his 
 representative, against tlie Company, for the recovery of any 
 such dividends or pi'ofils, tlieCompany may plead the present 
 provision in justification of (lie retention thereof I'kovidki) 
 ALWAYS, that nothing in this Article sludl, by implication or 
 otherwise, protect any share, dividends, or profits, from any 
 liability under Ihese presents, to be forfeited for the benefit of 
 the C(mipiiny, or authorize the Company to advance money 
 on the security of any share. 
 
 AuTiri.E 28. No share shall be purchased by or on b.'half 
 of the Company, and no advance of money or security for 
 
« 'J 
 
 41 
 
 money shall be made by or on behalf of the Company to any 
 person on the security of any share. 
 
 CERTIFICATE OF SIIAIIES. 
 
 AiiTici.E 29. On demand by the registered holder of any 
 share, the Court shall deliver to him a Certifieate ot the 
 Ownership of the share, and such Certihcate shall have the 
 Seal affixed thereto, and shall specify the share to wh.ch he .s 
 entitled, and n,av be in such form as the Court from tune to 
 time prescribe, and until otherwise so prescribed, may be in 
 the form in the first Schedule hereto, or to the like effect, 
 and the first Certificate of a Share shall be delivered gratis ; 
 but for every subsequent Certificate so delivered, the Com- 
 pany may demand and take a fee not exceeding 2s.bd. a share. 
 
 Airrici.K ;}0. When any Certiacate is worn out or da- 
 maged, and produced io the Court, they may order it to be 
 cancelled, and shall thereupon deliver another snnilar Certi- 
 tieate to the person in whom the property ot the worn-ou or 
 d.a.iaged Certificate, and of the share therein specihed is 
 according to the provisions of these presents then vested. 
 
 AUTICLE 31. AVhen any Certificate is lost or destroyed 
 and proof thereof is given to the satisfaction of the Court, 
 they may thereupon deliver another similar eitih.'ae to the 
 person in whom the property of the lost or destroyed Certih- 
 cute, and ,.f the share therein specified, is according to the 
 provisions of these presents then vested. I'roy.ded always, 
 l,at if such proof be not in the Judgment of the Court ab- 
 solutelv eon,.lusive of the loss or destruction of the Certificate 
 alleged to be lost or destroyed, the Court, if in their discretion 
 thev think fit BO to do, but not otherwise, may require such 
 guarantco or indemnity as they think fit, before debveruig 
 tho new certiticttto. 
 
42 
 
 Article 32. Whoro a share is forfbitod, and the Certifi- 
 cate thereof is not delivered up to the Company, the Court 
 may issue a new Certificate of the share, distinj^iiisliing it as 
 they think fit from the Certificate not so delivered up. 
 
 CALLS. 
 
 Article 33. Notice of every Call which the Court from 
 time to time require the Shareholders to pay, shall be notified 
 by a Letter sent to every Shareholder by post, and addressed 
 to him at his adcbcss in the Shareholders' Address Book, 
 notifying to him the amount, and the time and place for pay- 
 ment of the Call. 
 
 Article. 34. The Court from time to time at their dis- 
 cretion may extend the time fixed for the payment of any 
 Call, and may extend such time as to all or any of the Share- 
 holders whom from residence beyond seas or other cause the 
 Court may deem entitled to such extension, but no Share- 
 holder shall be entitled to any such extension, except as a 
 matter of grace and favor. 
 
 Article 35. If any Call remain unpaid after the time 
 fixed or allowed for payment thereof, the person liiible to pay 
 the same shall pay interest thereon at such rate per cent, per 
 annum as the Court from time to time may prescribe, and 
 shall also, unless the Court otherwise order, forfeit for the 
 benefit of the Company all dividends and interest declared 
 or appropriated or payable upon or in respect of his shares 
 during the time while such Call or any interest thereon 
 remains unpaid. 
 
 Article 36. The Court may from time to time receive 
 from any Shareholder, in anticipation of any future calls, the 
 whole or part of the amount remaining unpaid on his share, 
 and out of the funds of the Company may pay to such Share- 
 
"i M- 
 
 43 
 
 holder interest on the amount m puid in advance aitor such 
 rate as the Court from time to time may think tit, or as shall 
 be agreed upon between them, or in lieu of such interest may 
 at the thne of such advance allow such discoxuit aa shall bo 
 agreed upon between them. 
 
 ACTION FOR CALLS. 
 
 AuTioLK ;37. If any Shareholder fail to pay any Call or 
 any part thereof at the time fixed or allowed for the pay- 
 ment thereof, the Company may, without any further notice, 
 sue such Shareholder in any Court of competent jurisdiction 
 for the amount of such Call or so much thereof as is then 
 unpaid, and may recover the same with interest as atore- 
 said. 
 
 Article 38. In case of any action at law being brought 
 a.>ainst any person to recover any Call or interest or any 
 part thereof respectively, it shall not be necessary to declare 
 speciaUy in respect of the subject-matter thereot unless the 
 Court think fit so to do, but it shaU be sufficient to declare 
 that the Defendant is a holder of a share or shares m the 
 Company (stating the number of shares), and is indebted to 
 the Company in the sum of money sought to be recovered 
 for a Call or Calls whereby an Action hath accrued to the 
 Company by virtue of the Deed, and this Deed shall estop 
 the Defendant from availing himself of any defects or error 
 in such form of Declaration by Plea or otherwise m abate- 
 ment or bar of the Action. 
 
 Article 30. In any Action at law brought against nny 
 ,,ers<m in the character of a Shareliold or for the recovery of 
 anv Call or interest or any part thereof respectively, it the 
 name of such person appear in the Register of Shareholders 
 us the holder of the Share in respe,-t wherot 1he ( all .s 
 payable, that Register shaU bo received upon the trial of the 
 
f^ 1« 
 
 44 
 
 Action aa conclusive evidoncn against the Defendant of his 
 being the holder of the Share or number of Slinres therein 
 appearing to be held by him, and of the time or times at 
 which he held or acquired the same, and of the amount of 
 such Share or Shares, but the existence of that Kegister shall 
 not prevent the reception on behalf of the Company of the 
 parol evidence of the several matters for proof whereof the 
 Register may be adduced. 
 
 Article 40. Upon the trial of any such Action, parol 
 evidence may be received against the iJcfendant of all matt<-ra 
 which might be proved by the entri<;s contained in the 
 Register of Shareholders, and parol evidence may be received 
 against the Defendant of any Order or liesolution of the 
 Court under which the Call sought to be recovered was 
 required to be paid or such Order or Resolution may be 
 proved in the Action by the production of tlie Record in the 
 Court Minute Rook. 
 
 Article 41. After any such proof given in the Action, 
 and the Defendant having be<-n proved us provided by these 
 presents to have been a Shareliolder when any such Order or 
 Resolution was passed, the Company shall be entitled to re- 
 cover the sum sought to l)e recovered in tlie Action without 
 adducing further proof of the liability of the Defendant, and 
 the issue in the Action shall then be upon the Defendant to 
 show his non-liability as to the cause of Action. And in the 
 Action it shall not be necessary for the Company to prove or 
 show any notice to the Defendant of such Call, or that ho 
 has ever in any manner been required to pay the same. 
 
 forfj:iture or sharks. 
 
 Article 42. If any Call or any interest thereon or any 
 part thereof respectively, Im" not jiaid by the person liable to 
 pay the same within (nie month after the time fixed or 
 
45 
 
 all<)wc<l for the pfiympnt of snch Call, then the Share in 
 rcsjxT't wluTCof the Call or iiitorost, or any part thereof, ia in 
 arrear, shall imii.'idiately after the expiration of such one 
 month bf.'come liable to forfeiture for the benefit of the 
 Company, and that whether or not proeeedings have been 
 taken to enforce such payment, and whether or not payment 
 of any amount less tlian the wliole debt and costs have been 
 obtained by means of such proceedings or otherwise, and if 
 any Share be transferred by operation of law, and some 
 persrm Ix." not within twelve nionths thereof registered as the 
 holder thereof, the same shall immediately after the expira- 
 tion of such twelve months become liable to forfeiture for the 
 benefit of the Company. 
 
 Article 43. The forfeiture of a Share shall not, unless 
 the Court otherwise order, operate as an extinguishment or 
 satisfaction of the liability of any perscm to pay any Call or 
 interest payable upon the Share at the time of the forfeiture 
 tluTcof being declared, or any expenses incurred in respect 
 of the Share. 
 
 AuTiCLK 44. In every case in which any Share is under 
 these presents liable to forfeiture, the Court may pass a 
 Res<jlution declaring such Share forfeited, and immediately 
 thereuixiii such Share, and all rights and interests in respect 
 thereof, including any dividends or profits accrued in respect 
 of such Share, and all subsequently accrued dividends and 
 profits thereon, and all rights, powers, privileges, and 
 advantages incidental to such Share, shall be forfeited to the 
 Company, and all rights, claims, and demands whatsoever 
 against the Companj' for or iji respect of or in relation to the 
 dividends or profits so forfeited, shall, unless the Court 
 othi>rwi.sc deternune, be absolutely extinguished for the 
 benefit of the Company, and the rights of voting and all 
 other rights and ])owers incidental to the Share shall remain 
 in suspense or abeyance until the Share be sold or re-issucd 
 
46 
 
 by the Court for the benefit of the Company, or be restored 
 to tlie defauher or some person claiming under him as 
 provided by these presents. 
 
 AuTlCLE 45. If any pers(jn from whom any Call or 
 interest thereon, or any part thereof shall be due, and wliose 
 Share has been declared forfeited for non-payment thereof 
 shall shew to the satisfaction of the Court that lie is unable 
 to pay the whole amount then remaining due from him in 
 respect of such Call or interest, the Court may accept from 
 him such sum by way of composition, for and in lieu of the 
 whole amount so then due from him as the Court may 
 determine, and upon the paj-ment of such composition may 
 discharge him from all claims and demands whatsoever theia 
 remaining due in respect of such Call and interest, but no 
 such composition shall be accepted from any person while he 
 continues a Shareholder in his own right in respect of any 
 Share besides the Shares so forfeited. 
 
 Article 46. Notwithstanding the forfeiture of a Share 
 the Court at any time before the Share is sold or re-issued 
 for the benefit of the Company as provided by t. vse presents 
 may, on such terms not contrary to the provisions of these 
 presents, as the Court may think equitable, restore the Share 
 to him or to any person who but for the forfeiture would be 
 entitled to the share, and eitlier with or without the inter- 
 mediate dividends or profits which would have accrued or 
 become payable or recoverable in respect of the Share if 
 not forfeited, but such restoration of a Sliare shall not 
 be a matter of right, but shall be purely a matter of grace 
 and favour. 
 
 Article 47. The Court, from time to time, may sell 
 and dispose of, or allot or re-issue any forfeited Shares and 
 may sell the same by Public Auction, or Private Contract, 
 witli power to buy in, and to re-sell, and generally nuiy deal 
 therewith as the Court think fit. 
 
47 
 
 TRANSFER OF SHARES. 
 
 AiniCLK 48. Subject to the provisions of these premmts. 
 any Shareholder nnty sell and transfer all or any ot Ins 
 Shares to any other person approved by the Court. 
 
 Akticle 49. No person, not being a lawful Ctont of 
 a Share, shall be entitled to beeome a Trans eree of a Shaie 
 unless and until he be approved by the Court ; and m no 
 case shaU it be incumbent ou the Court to assign any reason 
 for refusing to approve the person proposed to become a 
 Transferee of any Share. 
 
 AuTiCLK 60. No Shareholder shall be entitled to transfer 
 a Share after a Cdl is made thereon, until the Call or Calls 
 juade on that Share and all other Calls (if any) due on every 
 other Share held by hhn, and all interest (if any and all 
 costs and expenses (if any) in respect thereof be paid. 
 
 Article 51. Every transfer of a share, not eflected by 
 operation of Law, shall be made by deed duly stamped, and 
 Buch deed shall be in such form as the Court may from time to 
 time prescribe, but shall contain the name, place of abode or 
 of business, and description of the transferee, and, until other- 
 wise so prescribed, may be, according to the form m the 2nd 
 Schedule, hereto or t^ t^.e like effect, and in any such deed 
 there shall bo contal.,.! a covenant by the Trans eree of the 
 share thereby transferred to perform and observe all the duties 
 and obligations of a Shareholder in respect of the share, in 
 like manner as if the Transferee were party to this Deed. 
 
 ARTICLE 52. Every Deed of transfer shall, withm one 
 month after the execution thereof by the Trunst.vor, be let 
 at such office or place as the Court may prescribe tor that 
 purpose, with the certiHcate of every share to be thereby 
 
48 
 
 transferred, nnd snoli Doocl of transfer shall bo pormanonfl)' 
 deposited in the custody of the Court, but the oertiHeate shall 
 bo delivered to the Transl'eree after the transfer is completed 
 and registered on his application for it. 
 
 REGISTER OF TRANSFERS. 
 
 Article 53. A Book shall be provided and kept under 
 the superintendence of the Court, in which, from time to time, 
 shall be fairly and distinctly entered a ]\remoi-andum of the 
 transfer of every share, with the registered number of the 
 Deed of transfer, and for ev luch entry the Company may 
 demand and take a fee not Ung 2s. 6d. 
 
 Article 54. The registration of a transfer shall bo 
 conclusive evidence of the approval of the Court of the 
 Transferee. 
 
 Article 65. The Court may close the Register of Trans- 
 fers for not exceeding thirty days before every ordinary 
 Meeting, and any transfer made while that Register is so 
 closed, shall, as between the Company and the person claim- 
 ing under the transfer, but not otherwise, be considered as 
 made after the meeting. 
 
 REGISTER OF SHAREHOLDERS. 
 
 Article 56. A Book to be caUed " The Register of 
 Shareholders," shall be jirovided and kept imder the super- 
 intendence of the Court, and therein shall, from tinv; to time, 
 be fairly and distinctly entered the names and addresses of 
 the several Shareholders and the number of shares to which 
 they respectively are entitled, distinguishing every share by 
 its number. 
 
 Article 57. The purchaser of a share, sold by or on 
 
49 
 
 behalf of the Company nndor thoBo prosonts, shall, as soon as 
 he has compk-t.-d liis puvchaso and bound hiniselt', bis lunrs, 
 exocutors, administrators, and assigns by deed, according? 
 to these presents, be entered in the lle-ister of Shareliolders 
 as the holder of the sluirc-s so purehased by him, but shall 
 not (unless by express agreement) become entitled to any of 
 the dividends or profits accrued or 'A-hlch might have accrued 
 upon the share before the time of completing his purchase, 
 and shall not (unless by express agreement) be liable to pay 
 any call, payable in respect of the share before the time of 
 his agre( lent to purchase it. 
 
 SIIAREIIOT.DERS' ADDRESS BOOK. 
 
 AUTICLE 08. A Rook to be called "Shareholders' Address 
 Rook," shall be provided and kept under the superintendence 
 of the Court, and therein shall from time to time be fairly 
 and distinctly entered, in alphabetical order, the surnames 
 or corporate names of the Shareholders with their respective 
 Christian mimes, places of abode and description, so for as the 
 same arc from time to time known to the Company. And it 
 shall be lawful for any Shareholder, resident beyond the 
 limits of the United Kingdom, to furnish an address in the 
 United Kingdom, which shall be taken to be the address of 
 such last mentioned Shareholder for the purposes of these 
 presents. 
 
 SHAREHOLDERS. 
 
 Article 59. Every person, from time to time, entered in 
 the Register of Shareholders as the holder of any share shall, 
 iniless and until his share be by operation of Law or other- 
 wise vested in some other person, be recognized and treated 
 by the Company as the sole, lawful, and rightful owner of 
 such share, and any other person entitled or claiming to be 
 the owner or holder of such share, or to be entered as the 
 
 i> 
 
«- 
 
 '«.' 
 
 50 
 
 holder fheroof, shall iiof hnvo niiy vhun afyainst tho ("om- 
 paiiy ill rcspoct fhoreof, but shall claim only against (ho 
 jioixm .so entered and his repi-osentativcs. 
 
 AuTTCLE GO. No person howsoever clainiin<i: to he (he 
 owner or holder of any shar(>, ihall as betwe<Mi hiin.selC and 
 the (Vmipnny be entitled to be treated or recooni/ed as 
 siK'b owner or holdei-, unless and until he be enteivd in the 
 Register of Shareholders as the holder of sueh share, but (his 
 provision shall not relieve anv person from anv enmiyement 
 
 , .A .on 
 
 on his jiiirt to become the holder of any share or from any 
 liability in respect of any such ciigagement. 
 
 Akticlr til. Xo p Tson shall be entered in the Hecister 
 o( Sharehohlers as the lolder of any share, uii;. ss and until 
 he by Deed under his laiid and seal bind himself, his heirs, 
 executors, administrators, and assigns, to the satisfaction of 
 (he Court, to perform and abide by all the duties and obliga- 
 tions of a Shareholder in respect of such share. 
 
 AuTiCl.E 02. No lawful claimant of a Share shall be 
 Piitored as the holder (hereof unless and uidil he deliver at 
 such ofiice or place as aforesaid a notice in writing, sutticiently 
 specifying the Share claimed by him, and (he naiiu^ of (ho 
 last registered holder (hereof, and the means and evidence by 
 which the daimant makes out or supports his title thereto; 
 nor in (he case of a (daimant by virtue of a will, or by reason 
 of intestacy, unless tho claimant leave at such ofiice or place 
 as aforesaid for seven days, (lu; probate of the will, (»r (he 
 letters of admiuis(ra( ion, or such ofhcial cojjy, or such sutli- 
 cicnt oUieial extract therefrom as shall bo satisfactory to the 
 Court; nor in the case of a claimant in right of marriage, 
 unless the claimant leave at (lie otiice, for seven days, a certi- 
 ficate or other suflicieiK evidence of the marriage; nor in 
 case of a claimant as committee oi' receiver of the estate of a 
 Shareholder being an idiot or lunatic, or nun cvmjtas mentis, 
 
«r 
 
 ' «,' 
 
 unless the cliiimant loavo at KU(;h offit-o or place as aforesaid, 
 for seven days, the order or certitieate evidencing liis appoint- 
 ment, or an' of licial copy thoreoC; nor in case of a elainumt 
 as assignee in bankruptcy, or otherwise by operation of law, 
 unless the claimant leave at such office or place as aforesaid 
 for seven days, the certificate of appointment or vesting order, 
 or other instrument under which lie claims, or an official 
 copy thereof ; nor in case of any claim, unless the claimant 
 in addition to such particuhirs, furnish sucli other evidence 
 (if any) in support of liis claim as the Court shall reasonably 
 require. 
 
 AUTICLE m. No lawful claimant of a Share, claiming as 
 legatee or next of ki)i, and whether or not he be also executor 
 or°administrator of a deceased Shareholder, sliall, by virtue 
 of the bequest or intestacy only be entitled to be entered in 
 tlu' register of Shareholders, or to be in anywise treated or 
 recognized as the o^\Ticr of sucli Share, unless and mitil the 
 executor or administi-ator of the deceased Sliarehokler, by 
 some sufficient writing under his hand, and to the satisfaction 
 of the (Vmrt, assent to the vesting of the Share in tlu? 
 elaimant. 
 
 AUTICI-K ()4. If any Shareholder die or become an in- 
 capacitated Shareholder, and any Share of such deceased or 
 incapacitated Sluireholdcr be n(.t, witliin six years after the 
 deceav or incapacity of tlu> Sliarehokler, claimed by a lawful 
 claiiiiantof tke Skare, so as to entitle kim to be entered 
 according to tkcse presents in tke register of Sliarekolders as 
 tke kolder of tke Sliare, then the Share and all the dividends 
 and profits accruing thereon alter the decease or incapacity 
 of the deceased or incapacitated Sliarekolder, and all other 
 rights and interests in the Conqiany, and tlu^ property 
 tin reof. in respect of the Share, as from such decease or iu- 
 eaijacny, shall be liable to forfeiture for the benefit of the 
 Company, and tke same may be declared by tke Court to bo 
 i'urfeiteil accordingly. 
 
^'■ 
 
 '♦< 
 
 52 
 
 AiiTlCLE <)"). Tlic jn'ocoding Artiolc (il sliall not npply 
 to the case of an infant Sliardioldor whilo he is such infant. 
 
 AuTiCLE (i(). "Where two or more persons are registered 
 as tlie joint liolders of (lie same Share, tlien sneli persons 
 shall, for the purpose of survixorship only, be eonsidered as 
 joint tenants, and as between the Company on the one hand 
 and themselves on the other, and \yithout respect to their 
 rights as between thomsdves, tlieono whose name stands first 
 for tlie time being on tlie register as one of sacli joint Sluire- 
 holders shall, to the exelusion of the other or otiiers, be treated 
 by the Company as if he wei'e the sole holder, and bi^ entitled 
 to exercise in respect of the Share the privileges of a Share- 
 holder, but not to transtVr Shares. 
 
 Akticlk ()7. Provided that wlien two or more persons 
 are the joint holders of a Share, the recci^jt from time to 
 time of any one or more of them shall be a sufficient dis- 
 charge to the Company, for all dividends and profits payable 
 in respect of the Share, and therein expressed to be received. 
 
 Article G8. lCxcci)t only so far as is by tlicse presents 
 expressly provided with respect to any right of a lawful 
 claimant of a Share, the Comi)any sliall not in any case take 
 any notice, or be in any M-ay aifected with notice of any trust, 
 lien, charge, incumbrance, or equitid)le right or intei'est 
 affecting, or any partial, contingent, or any future interest in 
 a Share, but in every case, except as otherwise provided by 
 Articles 00 and 07, and !)0, the person from time to time 
 entered in the register of the Shareholders as the holder of a 
 Share shall, as regards tlio Company, be recognized and 
 treated as the sole and absolute owner at law and in equity 
 of the Share. 
 
 AliTrOLic ()!». As between the Company on tlu> one hand 
 and a Shareholder, his luirs, executors, and administrators, 
 
^' 
 
 '*4 
 
 03 
 
 and all persons cUihning by virtue of any trust, lien, eharge, 
 incumbrance, or equitable right or iuterest atfccting, or any 
 partial contingent or future interest in his Hhure onthe other 
 hand, the duties and obligations of a (Shareholder :n i^v^peet 
 to the Shares, shall be performed and observed by the Share- 
 holder, his heirs, executors, and a-hmnistrators, and the Com- 
 pany shall not have imy right, remedy, or clami whatsoever 
 In respect of any such duty or obligation agamst any other 
 person so claiming. 
 
 Article 70. Trovidcd that in the case of two or more 
 joint holders of a Share, the duties and obligations of a 
 Shareholder in respect of the Share shall be performed and 
 observed by all those joint holders, their respective heirs, 
 executors, administrators, and assigns, and the rights, remedies, 
 clahns, and demands of the Company in respect of the Share 
 shiiU attiuh on them incordingly. 
 
 AKT1C1E71 Th.^ Shareholders individually or collcct- 
 ivolv. save by a resolution didy pass.d a< a general meetm ". 
 «hall not lu. .nvpower to affect the Companyor the assets 
 thereof, or bo tre, ted or voco,n.sed as representing the Com- 
 pany, and savo so far as any right, power, or privilege, is by 
 ihese presents expressly secured . the Shareholders, they 
 «ball not individually or . oUectively have an> nght or power 
 .vhatever in the mere Uaraoter of Shareholders, eithei of 
 eontroUiug the Court or of aeling in eoutravent.on of any 
 order of tlie Courl, or of controlling, managing, directing, or 
 orderu.g, overlooking, or in u , other way interh^ring with 
 anv of the property, busi .s, affairs, or concerns of the 
 (^H.ipanv, and no Shareholders shall hi that capacity have 
 .„v light to inspect any of the accounts of the Company 
 except inider the provisions of Article 18:>. 
 
 AunOLK 72. No Shareholder shall be hohler at any one 
 time of more than One Thousand Shares in the Cou.pany. 
 
54 
 
 NOTICES TO SirARElIOLDEIiS. 
 
 Article 73. In every case in which notice is by these 
 presents required, or is otlierwise necessary to bo given to a 
 .Shareholder, and not liercin otherwise pro%idcd, it shall be 
 sufficient to giAc the notice by a circidar letter, and to address 
 it to the Shareholder according to his place of addi'css 
 (whether in Great Britain or elsewhere) in the Shareholders' 
 Address Book, and cither to deliver it to him personally, or 
 to leave it at his place of address, or to send it by public 
 post, and every notice so sent by ^Dost shall be dceniJd to be 
 delivered at the time at which in the ordinary course it ought 
 to be delivered at the place to which it is addi-cssed. 
 
 Akticlk 74, In every case of joint-holding of a Share, 
 all circulars and other letters and notices so addressed and 
 delivered, left or sent to any one or more of the joint-holders 
 of such Share, shall be considered as liaving been addressed 
 and delivered, left or sent to all of them, and all such joint- 
 holders shall be bound thereby and be deemed to have 
 received notice thereof. 
 
 Abticj.e 75. Every circular and other letter and nolico 
 80 addressed and delixered, left or sent to any Shareholder 
 then deceased, and notwithstanding the Company have notice 
 of his decease, shall for all the purposes of these presents with 
 resjject to every Share of which he then appears by the 
 Company's Books to bo the registered holder, and all righls, 
 remedies, claims, and demands of tjie Company relating 
 thereto, be deemed to be duly serve-d on his heirs," executors, 
 administrators, and every of tliom. 
 
 GENERAL MEETINGS. 
 Akticlk 7(i. An ordinary nux'ting shall be iield once at 
 least in every year after the date of this Deed, and oftener if 
 
' '/. 
 
 35 
 
 so (l«itermiiunl by the Curt or by ^i resolution of a General 
 M.>eti 1.-, and the number of the Ordinary Meetni-8 to be 
 from lime to time held, and the places and times at wbieh 
 thev shall be held may from time to time be prescribe. 1 .> 
 the' Court or bv a General Meeting, and unless and until 
 otherwise prescribed, an Ordinary Meeting shall be heUl m 
 the mouth of May in every year. 
 
 AUTIGLE 77. Every Ordinary Meeting shall be held a( 
 sonte place in London or Westminster, and until any other 
 time and place shall be determined on as in the next Article 
 mentioned, shall be held at some convenient place to be hxed 
 by the (Jourt in the City of London. 
 
 VUTIC1>K 7S. The hour and place for holding every Ordi- 
 nary Iklceting shall from time to time be .letermined by a 
 General Meeting, or, in default of such deternunation, by the 
 Court. 
 
 AUTICLE 79. An Extraordinary Meeting may be eou- 
 voued by the Court as often as they think fit. 
 
 . AuT.CLB SO. Where a recpiisitiou under the hands of 
 nine or more SluirehohU-rs, being holders of not less m the 
 a..o.re-a(e than Om' Thousa.ul Shares, and except as regards 
 pel^oi^L being parties to this Deed of Settlement and . h. 
 Shares for which they shall have originally subscribed, the 
 same having been such holders during not ess than six 
 nionths is addressed to the Court and delivered to any three 
 or nuu'e of the Directors, or to the Secretary al^ll.oihce, 
 requiring the Court to convene au Extraordinary Meeting lor 
 any particidar purpose, and within a time respectively sik- 
 citied in the reciuisition, the Court shall convene ine Meeting 
 accordingly. 
 
 AuilCLE 81. If the Court fail to comply with any sa -h 
 
56 
 
 liequisition within fourteen days after the clay of the delivery 
 of the Requisition, the Rcquisitionists may convene the 
 Meeting for the purpose so specified, but not for any other 
 purpose, and the Meeting so convened may be held accord- 
 ingly, but only within a time not later than three months 
 after the expiration of the time specified in the Ilequisi- 
 tion. ^ 
 
 Article 82. An Extraordinary Meeting shall bo held 
 only at some place where an ordinary Meeting might then 
 lawfully be held. 
 
 AuT iCLE 8;3. Every General Meeting shall be constituted 
 sufficiently for the adjournment thereof, but for that purpose 
 only, if Five Shareholders only be preso-it thereat, and suffi- 
 ciently for the choice of a Chairman and the declaration of a 
 dividend recomnicndcd by the Court, but for those purposes 
 only, if Ten Shareholders only be present thereat, and may 
 be closed or adjourned by the person or persons present Avhen 
 half-an-hour has elapsed from the time fixed for holding it, 
 if a quorum of Shareholders for the transaction of business 
 thereat, otlior than the business of adjournment or the choice 
 of a Chairman or the iJcelaration of a Dividend recom- 
 mended by the Court, be not then assembled. 
 
 Article 84. Any General Meeting, whether original or 
 adjourned, may be adjourned from time to time, or from day 
 to day, or mitil any day not more than two months after the 
 day or last day of udiournment, and it shall be competent to 
 the Chairman of any General Meeting to adjourn any sucli 
 Meetnig, if lie shall think fit, and to appoint the time 
 iuid place at which such adjourned Meeting shall be 
 held. 
 
 Article 85. An adjourned General Meeting sha" be 
 considered as a continuation of the origiiud Jileetingof which 
 
57 
 
 it is the acliournmont, and incompetent in any case to trans- 
 act or (lis^Bs any bnsincBS save such as was left unhnishcd 
 or mi-ht have been properly transacted or discussed at the 
 original General Meeting, unless notice as for an original 
 General Meeting be given of the time and place of holding 
 such adjourned General Meeting, and of the business to be 
 transacted or discussed thereat. 
 
 ABTiCLE 86. Fourteen days' notice of every Geneml 
 Meeting other than the ordinary Annual Meeting shall be 
 .nveubv advertisement in one or more daily ISewspapers 
 printed'and circulated in London and Westminster. 
 
 AuncLK 87. Any ordinary IMccting may discuss and 
 transact any business brought under consideration by any 
 Report thereto of the Court, and also the business of electing 
 Directors and Auditors. 
 
 Article 88. Any ordhiary Meeting may act as an 
 extraordinary Meeting, discussing and transacting thereat 
 any business of which special notice has been given by ad- 
 vertisement as aforesaid. 
 
 Article 89. The quorum of a General Meeting for 
 transacting or discussing any business, except that ot ap- 
 pointing a Chairman or declaring a Dividend recommended 
 by the Com-t or adjourning the Meeting shaU be Twenty 
 Shareholders, holding in the aggregate at least Inve Hun- 
 dred Shares. 
 
 Artic LE 90. No business shall be transacted or discussed 
 at any General Meeting sa\o the appointment of a CTiairman 
 or the adjournment of the ISleding when the Chair is 
 vacant. 
 
 Article 91. The person to take the Chair at every 
 
68 
 
 General Meeting «hall be the Chairman of tlie Court, or, 
 during his absence, on.; of tlic,. other Directors present aj)-' 
 pointed by the .Sliarelioldors i,rosciit, or duiing the absence 
 of all tlie IJii-ectors, one of the Sliareholders present, ap- 
 pointed by the .Sharehold<-rs present ; but tlie JJireetor or 
 fclhareholder shall vacate tlie Chair in favor of the person 
 having a prior right U> take the Chair, whenever present ; and 
 the person in tlie Chair, if a J>irector, shall, for the piu'poses 
 of this Article, be considerifl a Director in Office till the end 
 of the Meeting, notwithstanding it be his turn to go out of 
 Office. 
 
 Article 92. An extraordinary Meeting may discuss and 
 transact all business, of which notice is duly given, whicli 
 might be transacted or di-«.ussed at any ojdinary Meeting, 
 but no business shall be transacted or discussed at any extra- 
 ordinary Meeting except what shall be speciiied in the 
 notice convening the .r>anie. 
 
 AiiTiCLE 93. All Dividends or bonuses shall be declared 
 by a General Meeting, but the power hereby given shall bo 
 subject to the powei- hen.'inafter given to the Court to set 
 aside such siuns as they may think fit as a reserve fund. 
 
 AuTlCLE 94. ^ Any General Meeting may, with the ap- 
 proval of the Treasury and in accordance with the (,'harter 
 (but not otherwise), authoi-iso, make, and establish all proper 
 and necessary or expedient bye-laws, rules, or regiJations 
 for the government of the Company or for observance by the 
 Shareholders or Officers. 
 
 Article 95. An extraordinary Meeting may authorize 
 or sanction the increase (in accordance with tiie Charter) of 
 the Capital, and may accept, or authorize (ju; Court on be- 
 ha^•of the Company, to aj.ply for and accept any renewed or 
 Supplemental Chartei', or any Letters Tafeut or Grunt of 
 
59 
 
 ller Majesty, or any extcnKion of the- timo for which the then 
 existing Charter is'<,'riinte(l, or to iipplv for imy Act of I'ar- 
 lian.ent, ^.urh Charter, Letters Patent, Grant, or Act, ex- 
 tending, altering, or otherwise aifccting the constitution of 
 the Company or of the Sharehoklers, or may, witli the con- 
 sent of the TreaL^ury, and in accordance with the Charter, 
 but not otherwise, annul or alter all or any of the provisions 
 of these presents, and adopt, or authorize the Court to adopt 
 any other provisions in lieu thereof to be subject to be trom 
 time to time annulled or altered in like manner, or authorize 
 and adopt any Supplemental Deed of Settlement containing 
 provisions not inconsistent with the Charter alorcsaid, and 
 may also, without such consent of the Treasury, authorize, 
 make, and establish all such necessary and proper or expe- 
 dient rules and regulations for the government of the Com- 
 pany, r,r for the observance by the Shareholders or Officers 
 asaVenot contrary to the provisions of the Charter, or of 
 these Presents, or inconsistent with the constitution of the 
 Company, and as may lawfully be made and established with- 
 out such consent, and may annul, alter, or modify the same, 
 and may remove any Director of the Company. Provided, 
 that a'^'re-ards authorising or sanctioning the increase of the 
 Cai.ital beyond the sum of £500,000, a Resolution of an 
 Kxtraordimiry Meeting shall be of no effect, unless the 
 majority of v'otes in tavor of the Eesolution shall be to the 
 minoritV in the proportion of three-fourths to one-fourth or in 
 a greater proportion. And Pk..vtdkd, that as regards an- 
 nuUin- or altering all or anyof the provisions of these presents, 
 and as"re.rards adopting or authorising the Court to adopt any 
 other provisions in lieu thereof, and r.s regards authorising or 
 adopting any Supplemental Deed of Settlement, a llesolution 
 of an Kxtraordiiuirv fleeting shall be of no efiect, unless 
 the P.esolution shall be confirmed at a second Extraordinary 
 Meet big. 
 
 Au-iicLK !)•). Where two or more persons arc the joint- 
 
60 
 
 holders of a Share, the person who is to be recognized by the 
 Company as the liolder of the Share shall alone be entitled 
 to be present at General Meetings, and to vote in person or 
 by proxy upon any question, and to appoint a proxy or to 
 act as a proxy ; and his vote on any question, whether given 
 on a show of hands or on a ballot, and cither personally or 
 by proxy, shall alone be allowed as the vote in respect of the 
 Share, and shall bind every other joint-holder thereof. 
 
 Article 97. No Shareholder shall bo entitled to be 
 present at any General Meeting or to take any part in any 
 discussion thereat, or to vote either personally or by or as 
 proxy, while any Call made on any of his Shares or interest 
 thereon, or any costs or expenses in respect thereof, shall 
 be wholly or in part unpaid, or to vote either personally or 
 by proxy except in respect of Shares for which lie shall have 
 been a party to and originally subscribed this Deed, or of 
 which he has been for at least six months the registered 
 holder. 
 
 GENERAL MEETINGS' MINUTE BOOK. 
 
 Article 98. A Book, to be entitled " The General 
 Meetings' Minute Book," shall be provided and kept under 
 tlie superintendence of the Court, for the purposes of the 
 General ]Mcetings, and a true and faithful record of the 
 proceedings at every General ]\lecting shall be entered 
 therein, and shall be signed by the Chairman of the 
 Meeting. 
 
 Article 99. The proceedings of any General Meeting 
 so recorded and signed, shall not be impeached by reason 
 of such Meeting or the business recorded or transacted 
 thereat, not having been notified, or having been in any res- 
 pect insufficiently or improperly notified (o the Shareholders, 
 or bj, reason that any person present at such Meeting or 
 
voting uj)()n any iiiiostinii wns not entitled to 1)(> pre^cnl 
 thorciii or to vote tliereon, or on imy groniid of o])jection to 
 the constitution or mode of convening such Meeting, or an to 
 the irreguUirity or impropriety of any proceedings appearing 
 upon such record. 
 
 Article 100. Every entry in the General ilectings' 
 Minute l>ook purporting to be tlie Record of the proceedings 
 of any Gleneral Meeting, and to be so sign(>d, sliall be acknow- 
 ledged aiul received by and between the Shareliolders and 
 their lleprescntativcs as conclusive evidence that the pro- 
 ceedings so recorded did virtually take place at tlio Meeting 
 at whicli, by such llecord, they arc stated to have taken 
 place, and that tlic person or number of i^erson.s therein 
 stated to luive attended the Meeting did in fact attend and 
 were (jualitied and entitled to attend and act as Shareholders 
 thereat, and that the persons therein stated to have voted or 
 whose votes arc therein recorded as given upon any question 
 were entitled to vote and did actually vote thereon, and in 
 the manner therein appearing. And that the person whose 
 name appears on sucli llecord as being the Chairman of the 
 Meeting at wliich the Record was signed, w'as qualified to 
 preside and did didy preside as Chairman thereat, and didy 
 subscribed tlie Record, and also that such Record was duly 
 entered in that book. 
 
 Article 101. Every General Meeting, which, by any 
 sucli record so entered and purporting to be so signed, is 
 stated or appears to have been held, sliall, unless the contrary 
 appear on the record, be treated and recognized by all the 
 Shareholders and their representatives as having been duly 
 notified, convened, and held in accordance with theso 
 Presents, luid the proceedings of every General Meeting 
 from time to time so recorded, shall, unless the contrary 
 appear on the record, be treated, recognized, and acted on by 
 all the Shareliolders and their representatives as having been 
 regular and proper in all respects. 
 
62 
 
 AUTICT.E 102. Evorv Hnlor or Rosr)liifi„n wliicli np])rars 
 ivc<)i(lo(l as pari cf sncli prococdiiijrs, and iiolwitlistaiuliiirrit 
 be iiiiiH-aclial)l(- on any j,m.nnd whatc-vor, sliall, so lonf? as 
 such Order or JJtvsuhitiun sidisi.sts nnrcscindcd, bo treated, 
 reeofrnizi-d, and acted on, as vab'd a,nl binding on all the 
 Sharcliokh-rs and their representatives, and a sufficient 
 authority for all acts and proceedings in conJbrmitv thero- 
 witli. 
 
 BALLOT. 
 
 Article 103. When at any General Jilcotinga a differ- 
 ence arises upon any question submitted to tlio :\reeting, it 
 may bo determined in the first instil nco In- show of liands; 
 but if five Shareholders personally pros .n. immediately on 
 the declaration by the Chairman of the :Meeting of the 
 result of the show of hands, shall, l)y wiiting under their 
 hands, delivered to the Chairman of the fleeting or tlio 
 Secretary, demand a Ballot on the question ; a Ballot .shall 
 be taken eitlicr at that Meeting or at such ijlace and time 
 and under sucli regulations as to the Notice tlicrcof, and as 
 to the appointment of Scrutineers thereof, and otherwise as 
 to the conduct thereof, as the Chairman of the iMoeting shaU 
 prescribe. 
 
 VOTES. 
 
 AUTICLK 104. Every Sliareholder holding five Shares or 
 more, and not disqualified to vote, may give one vote on 
 every question submitted to any General Meeting at which 
 he is present, and no Shareholder, whatever be the number 
 of his Shares, shall give more tlian one vote uiion any ques- 
 tion imless upon a Ballot, and no Shareholder shall be 
 entitled to Aote imless lie shall have b-en the registered 
 Ilolder of the Shares for not less than six months prior to the 
 Meeting, except a Meeting held within six months after the 
 date of these Presents. 
 
on 
 
 AuTl-l-K 105. Tho Inwful cluininnt ..f shares of an inea- 
 p,,it.t..,l Sl.aivh.l.l.v may v..tc.,lm1 LHore tl.e (;hmnanl .hall 
 1,, ,.i,..iu..l 1o vote under this Article, such P.-ulouce c,f h^ 
 ,,,-,„. the Ltwful clain.aut of the share, as the C.urt shall tnul 
 satisfactory and approve, shall bo left at the Ofhce at least 48 
 l.ours befoVe the Meeting at which the Vote is to be given. 
 
 AuriCLK lOG. Upon every Ballot the Shareholders shall 
 l.ave Votes according to Ihe following scale (to wit) every 
 S]>ar<-holder holding hve shares shall be entitled to one vote. 
 ,nd in that proportion for every five shares held by him. 
 
 AUTICL.107. Any question -Wted to any General 
 Meeting, except so far as is otherwise provided by Article 96 
 oftheserresenls, shall be decided by a simple majority of 
 ,Ue Votes of Shareholders (uicluding the casting vote i any 
 !; ou thereon, whether by show of hands or by ballot aiid 
 the determination of the Shareholders expressed by such ma- 
 
 ority shall be binding on the Company, and all the mdivichia 
 •Ihareholders therein, whether voting or not, and whether 
 
 present or not, and their respective representatives. 
 
 VunCLE lOcS. In every case of an equality of votes on 
 ,.; s ow <.f hands, or ballot, the Chairman of the Meeting 
 ^, \,1,,,U ,u, o<iuality is ascertained, shall have a easting vote 
 in addition to his vote or votes as an ordinary shareholder. 
 
 PROXIES. 
 ' Akt.CLK 10i». A Book, to be called the " Register of 
 Proxies " shall be provided and kept under the supermten- 
 Iwof the Court, and an entry shall be made therein of 
 every appointment of a proxy produced at the Office. 
 
 AuriCLK 110. Every Shareholder may vote by Proxy at 
 any ballot, the proxy being a Shareholder, and every Shaie- 
 
ft 
 
 (>4 
 
 holder may bo proxjr for any number of .Sliarcholdors; and 
 any .Shareholder may appoiiif niich proxy to vote for him on 
 any particular occasion or occasions, or particular question or 
 questions to be specified in tlie proxy. 
 
 Article HI. IS'o proxy shall bo treated as duly a])- 
 pohited or entitled to vote as such, whoso appointment is not 
 in writing undjr the hand of the shareholder appointing the 
 proxy, nor urless his appointment as a proxy bo deposited or 
 received at least 48 hours before being acted on, at tlic Office, 
 to be there kept uP-dcr the control of the Court. 
 
 Article 112. The appointment of a proxy may be in or 
 according to the form in the 3rd schedule hereto. 
 
 DIRECTORS. 
 
 Article 113. The number of Directors, their qualifica- 
 tion and remuneration, may from time to time be determined 
 by the General Meetings, but no change shall be made in the 
 number of Directors, except at a Meeting wliich shall have 
 been convened with notice of that particidar object. 
 
 Article 114. Until the nimibcr, qualification, and 
 remuneration resi)cctively of the Directors, be otlierwise so 
 determined, their number sliall be ten, and the qualification of 
 a Director shall be his holding in his own right at least 
 twenty-five shares, and £3,000 a year shall be appropriated 
 out of the funds of tho Company for the remuneration of the 
 Directors, in the first instance to be divided among tliem as 
 they agree among themselves ; but such reuumeratiou shall 
 never be less than £C,000 a year. 
 
 Article 11 0. The said J.imos Anderson, James Bonar, 
 KdenColvile, Le.wis Fraser, Robert Gillespie, Junior, Duncan 
 James Kay, Thonius William Lockwuod Muckean, Alexaniler 
 
«^ 
 
 «i5 
 
 ^lackonzic, Ilcnry Mac Chlory, and Martin Ttidley Smith, 
 Esquires, shaU bo the first and present Directors. 
 
 AuTiCLK 116. No Shareholder shall be qualified for the 
 (Office (.f l)irect(,r unless at tlie time of his election lie be the 
 r(Mristered huhlcr <jf at least 25 shares. 
 
 Article 117. A Director ceasing to be holder in liis own 
 right of twenty-five shares, or adjudged bankrupt, or sutter- 
 in'^'- his estate to become vested in any person or pei-sons m 
 trust for, or for the benefit of his creditors, or compoundnig 
 with his creditors, or suspending payment, or fomid Imiat.e, 
 iiliot, or non coaipos mentis, or absenting from the (J.mrts 
 durin<v tho wliole of six eonseculive months, without special 
 l,>a^e of absence from the (.'ourt, shall immediately thereupon 
 cease to be a Director. 
 
 \UTICLE 11«. rUOVTDKD AF-WAYS, that ull Hcts doUC by 
 
 any person assuming to be a Director, shall, notwithstand- 
 ;„;. his being improperly elected, or his being d.s,u.alihcd, ..r 
 his ceasing to be (puditied, be as valid and elfecUud, b.tli 
 a.vahist and in lavor of the Company, and all other pers^ms, 
 butnotinfavorofhiniself.asifheweredulyelectedandqualihccl. 
 
 AUTICLK 119. A person ceasing to be a Director from 
 disqualifi.'ation for want of Shares, shall not on that ac- 
 count merely be iueli-nble for re-election on again becommg 
 qualitied ; and a per:.ou ceasing to be a Director tor absence, 
 shall not on that account merely be ineligible f.)r re-election. 
 
 VuriCLic 120. The : -i/ectors hereinbefore appointed shall 
 ronlinue ii/ollice until the >irst Unllnary Meeting, to be held 
 in the month of May, ISti^, when one-fourth of the Directors 
 shall go ..ut of ollice. but shall, if qualified, be eligible lor 
 j'e-election. 
 
(j(; 
 
 AuTICLF, J21. Ono-loiirlli of the wliolo niinibin' of Di- 
 rectors to bo on every occiisioii determined l)y agreement, or 
 I'ailiiig agrcemeiil by lot among themselves, but so that the 
 whole number of Direetors go out of ofhce every f(iur rears, 
 shall go out of ofliee at tl\e said first Ordinary fleeting iji 
 May, ISi;.;, and every sii!ise(iuent Ordinary Meeting. 
 
 Artici.k rj-J. Whenevc^i' the lurnber of Direetors is not 
 equally divisilde by four, lln" whole number of Din^etors 
 shall bo divided by four, and tlie number of Direetors to 
 retire shall be one more tluiu (he (juotient, rejeeting fractions. 
 
 AiiTlCLK 1215. FiAcry Director retiring by rotation sliall 
 continue to hold office mitil his successor be duly elected and 
 shall be eligible for re-election. 
 
 AuTlCLli 121. Directors in the place of the retiring Di- 
 rectors shall be elected by the Shareholdcn's at the Ordimiry 
 Meeting at which they retire : but if iVom any cause such 
 election be not liad, or be not completed at that Meeting, it 
 may be had or completed at a subsequent IMei'ting. 
 
 Ainu'Mo 12o. Xo person otluH- than a retiring Director 
 shall be elected a Director at any (ieneral Meet in"', unless 
 not less (han ten days nor juore than one nmntli's notice, in 
 writing, of the intention to propose him foi' the eh-ction at 
 such meeting be left for the Scerelary at the oilice ; the notice 
 to be either under his own hund or under the hands of two 
 othei' Shareholders. 
 
 AKriri.K 12r;. A Din-ctor may resign oilice, but no Di- 
 rector shall bo deenunl to have .olunlaiily resigned unless 
 and until lie declare his resignation, by writing under his 
 hanil, left with (he ( 'liaiiioau of the Court, or al the 
 olliee, and his resignali(.n be arcvpi.il liy the ( our(, or by a 
 ^.iineral Mcetinu'. 
 
07 
 
 Aimoi P 127. Tn overv oaso of a vacuncy in the oifice (li" 
 l)iroct<.r, tVo.u any causo other than that ui' retiring ui rota- 
 tiou, the vacancy may be tilled at the nextsncceedtn^, or at>y 
 subsequent General Meeting; and the person apponted t 
 suppW the vacan<.y shall, in all respect. «tand tn tlte p^^ 
 of his' predecessor, and the pr.nisio.i as to notice m the U-nk 
 Article shall not apply to such a case. 
 
 ThK COURT. 
 
 \rT.ClK 1'2S. A Court shall be held so often as the 
 ^,.^;::o^he(:o,npanyreqttire.at.laCourtshaUb^^^ 
 
 ;.t atty titne upott the reqttisition of a.ty three of the Dt- 
 
 rectors. 
 
 AUTIC.K 121). The Court ah.ne shall have p-.wer to 
 deterntitte the days, titnes, '>-M'l-- ou attd a1^ whtc^ th^ 
 Cottrt shall nteet, and the t.tode tt, whteh ^<-<-f ^^^^^^ 
 veued, and what (if atty) ttotice shall be gtvett of a v C mtU 
 a„d of the busittess proposed to be transacted the at nd 
 „,ake all rules atul regulatiotxs for secunng the attendance of 
 Direetora at Courts. 
 
 \RTtci F, 1:50. The t.vunher of Direct.n's to constitute a 
 .p^v shallfrotu,i.netotituei,etixedbythe(Wa,td 
 
 ThI otherwise fixed, live Directors slndl be th- .ptorum tor 
 a Court. 
 
 AUT.CLK x:U. Every act, order, resolution, or other pro- 
 ceeding of the Cottvt at which a quorutn ts presettt shall c. 
 ,, valid an.l elfccl.tal as if all the Directors co.icurred thetetn. 
 
 \UTiCLb 1:52. The powers or fttttctions of the Court shall 
 „«; cease or be su-pc.tded so lottg as the Court ^^^-^^^J^J^^ 
 sufficient ttutuber of Directors to ibrtn a ^^^^^^^^'^^^ 
 the nutttb.r of Directors have, irotn atty cause ^h..tc^ct. 
 fallen bcluw the p.rscribed lowest nundKf <-! Dnechu.. 
 
(I>«. 
 
 68 
 
 Article 133. Evciy Court maybe iuljotiniod in .such 
 manner and subjoct to sucli regulutions as the Coiiil Ironi 
 time to time niaj' prescribe. 
 
 Alt riCLK 1 34. The Court shall elect one of their ]\rembors 
 to be tlieir Cliairman, who sball continue in office until 
 anutlier is elected in his stead, it being the intention of tlieso 
 presents that tlu> duration ot office of tlie said Chainnan sludl 
 bo wholly in the discretion of the Court. 
 
 AuTlCLE 135. Until the first election of Directors, afler 
 the day of the date of this Deed, the said Tlumias William 
 Loekwood Mackean shall be the Chairman of the Court. 
 
 AuTicuE l;U). The Chr.Irman shall always preside tit 
 every Court ; l)ut if absent, or there be no Chairnuin, the 
 Directors present shall elect one of their innuljcr to be Chair- 
 man to i)residefor that Me.Hng, but only during the abseuco 
 of tlio Chairman. 
 
 AuTiCLE 137. On every equality of votes cjf Directors 
 upcm any (piestion at a C(.urt, the ( ii.iiiuiau thereat shall 
 on the equality being ascertained, have a secoiul 
 
 VOt(!. 
 
 or casting 
 
 AiniCLi.; 138. ]^o Di-ector shall vr.te on any mafl,>r in 
 which he is interested otiierwise tlian in comiiion witli the 
 whole body of Shareholders. 
 
 POWJ'RS AND I'TNC^TIONS OF THE COUIIT. 
 
 AuTiCLE 13!). 'I'lio Court may from llmv to time ajipoint 
 any of the Directors lo be a Commillee, wilh all or any of 
 the powers <,f tlu' Court and wlucli the Court in their discro- 
 tion think fit to delegate, except (he power to nud<e calls on 
 the Shareholders, Ibr the better transacting of any business 
 
i>'. 
 
 69 
 
 wliich may bo transnctod by llio Court ; but ovcry such dnn- 
 initlco shall in all ivspcrtn he uuclor the control of tlio Court 
 and shall not act boj-ond the limits of the powers delegated 
 thereto by the Court, and the quorum thereof, if it consist of 
 more than two persons, shall be fixed by tlie Court. 
 
 Article 140. The Court may conformably to the char- 
 ter provide for the offices such houses as they think suitable, 
 and may permit such parts thereof as tliey tliink propi^r to 
 be used as residences of any of the Uihcers. 
 
 Article 141. The Court from time to time may appoint 
 and discharj^e the ^lanager and Secretary of the Dank and 
 other (Jflicers and the Mana;^crs, Ayenis, and Servants of the 
 Company w henever required for the aftiiirs of the Company, 
 and may allow to them respectively such remuneration as 
 the Ccmrt think fit, and may take from the Officers, Agents, 
 and Servants such securitv as the (Jourt think fit. 
 
 AuTlCLE 142. The Court from time to time may appoint 
 
 and send to any of the colonies or other place \vh(>re the 
 business of the Company is authorized to bi' carrit'd on by 
 the said Charter, onc^ or more of the Directors, or appoint 
 Jiocal C!onmiittees of persons, either Shareholders or not, 
 with such powers of inspection, control, and regulation of 
 the business or affairs of the Company and such other powers 
 and with such instructions and subject to such conditions 
 and restrictions as the Court think fit, and may allow to them 
 such r(>muneration as the Court tliink fit, aiul may revoke or 
 sus])end any su(;h a])poiutmeiit. 
 
 Akticle 14.'5. The Court may from tinu^ to time appoint 
 and may send, either temporarily or perniaiiciitly, to any of 
 the said colonies or other such place, as aforesaid, any per- 
 sons, or (Mlicers, or Servants of the Conqiany whether as 
 Inspectors, or Cliicf or otlui' .Managers, or as (leneral or 
 
70 
 
 Imcii] AjTcnU, or in iiiiyotlior caijacity whicli tht' Court think 
 cxjKKliciit for any of llie business or attalrs of tlie Coinpaiiv, 
 and may allow to tlioni rospcctivoly such rcnnnu-ration as 
 the (Jourt think fit, and may revoke or suspend any such 
 appointment. 
 
 AiiTiCMo 144. The ('ourt, by Letter of Attorney, or 
 other Deed imder the Seal, or by wi-iting not under Seal, 
 may delegate to such ])ir(>ctor, Local C'ommittc^e, rns])ectors,' 
 ]\Ianaoers, Agents, and other Officer.s respectively, any of 
 the powers of the Cotirt, and may invest them respectively 
 witlj any other powers which the Court in their discretioii 
 think exi)edient ff)r the due conduct, manag<>nient, and 
 regulation of any of the business or affairs of the 
 fJompanv. 
 
 AiiTici.E 14,"). The Court may engage in and transact 
 nil such business as is permitted by the Chart(>r, aiul 
 those presents, but shall not engage \n or transact any 
 business prohibited by tlu> Cluirfer or by these presents. 
 
 AuTicLK 140. Tlie Court sludl provide suflici(>nt and 
 proper books, distinguished by such names as the C.,iirt sliail 
 prescribe, which shall b(> kept under the superinl.iulence of 
 the Court, and full and sufficient entries shall he made 
 therein of all payments, liabilities, recei])ls, and credits of or 
 on account of the r!onipiiny, aiul all matters properly the 
 subject of debt and cieilit account, receijjf, or payment in 
 wliich the Company or its ])roperty may l)e inteivsted, so 
 tiuit the financial stale of the Company may at ail (inu>,s 
 appear in and from sucli I)ooks as accurately and cU'arly as 
 circumstances permit. 
 
 Ain'iri.K 147. The Court from time to tinu^ shall furnish 
 an<l deliver to the Treasury, in addition to (h(> letnrns to bo 
 fioiii time to tini(> uuuW to the Treasury as pirscribed bv 
 
thoso prenoms, such other a.^counts, st.itoment^ ami returns 
 t,.uchius the bu.iue«s or financial state of the Company as 
 the Treasury from time to time retpiire. 
 
 ArriCLK 118. The Court from time to time, as they 
 thitik tit, may direet, control, and provi.le ten- tl>e iweq.t. 
 custody, and issue, iuvestn^ent, managc.nent, rem.ttanec, 
 and expenditure <.f the n.onies and funds ot the Con.pany. 
 
 RESERVE FUND. 
 
 Aurici K 11'.). It shall be lawful for the Court from 
 time to time to stt asi.le such proportion as they shall tlunk 
 ,it of the net profits whieli shall have arisen and acc.nu.d to 
 tlu> ( 'ompanv after making such provision as they shall think 
 tit for bad or doubtful debts, for the pvirpose oi creating, 
 adding to, and maintaining a Reserve Fund, and tor the 
 punuL as far as desirable, of c-quali/mg the d^idends ; and 
 Jhe premiums, which shall from time to time be received by 
 the Company from the sale of re,s.n-ved, or forfeited, or other 
 Shares may "also be retained for the purpose ot adding to ami 
 ,„,i„tainii;g the said Res.n-ve fund, and be credited i 
 tlH.u-ht tit to the Reserve Fund accordingly, and the t ouit 
 may," if they think til, allow the said Reserve Fund to 
 ac(nimu]at(> by the a<ldition of interest, or divule the interest 
 !iH profits. 
 
 AuTiCMO l-'JO. The Reserve Eund for the time h,-ing 
 Khali be carried to a separate account in (he I'.oohs of the 
 (!ompany, and be considered to be a Fund apphcable for 
 the purpose of meeting and providing against any extra- 
 ordinary demands on tlu. Comi.any or loss.-s ,t may 
 sustain. 
 
 AUTICLK l.")l. Wlun and so often as the sum at (he 
 ^,.,„li, „nh, Koserve Fund in rhr I'.ooks uf (he Cumimny, 
 
i' i 
 
 shall umonnl to a «,.». jarj^or than in the ji.clirniont c.f the 
 Court shall be nece.s.sary for the p„q,o8o for .vhich the Fund 
 was created, it nhall \>e lawful to apply suoh part of it a.s 
 nuiy be thouglit proper, a.s part of the divisible proiits of the 
 Company. 
 
 Art.clk 1o2. The Court may compound for I) .:« rhu. 
 to tlie Company, an.l may unrh-r the Sealer otherwise, autho- 
 rize any fit pers.m, whether a Director or otherwise, to sio.„ 
 any Composition Deed on l>ehalf r.f the Company, and therc-by 
 to diseliarge any debt dur- to the Company according to tl^e 
 terms of the Deed, 
 
 AuTici.E 153. The Court on the Iknkruptey, Insoheney, 
 or Sequestration of any Debtor to the Company, or on tlu. 
 execution by any such J>,.l,tor of a Deed of Composition or 
 Arrangement with his (Jrerlitors, may appoint any fit pc'i'son 
 wliether a J)irector or otherwise., to prove against the Estate 
 of sueli Bankrupt or Insolvent the debt due from him to the 
 Company, and if any other jx-rson be not so appointed, the 
 Secretary or Local .Manag..r on beluilf of the Conn)any may 
 prove the Debt. '' 
 
 AUTICLE 154. The Court n.ay from time to time require 
 all, or any part of tlie Directors, Auditors, Trustees Secre- 
 tary, Managers, Clerks, and other Officers, Agent's, and 
 Servants of the Company to Hubs«,-ribea Declarati.m enga-ing 
 Ihemselves to observe necrecy in respect to the dealings^and 
 tlie state of the Accounts of the several Customers and 
 persons dealing with the Company, or any other matter 
 which shall come to their respc-ctive knowledge by virtue of 
 t leir respective offices so far as it shall not b,> n"ec(vssaiy in 
 the exculion of ibcir respective offices, trusi, or duty to 
 disclose tlie same. 
 
 AimCLK 155. The Court shall have full power at their 
 
«n| 
 
 73 
 
 dis«-rftion to purchase and take ovor tlio business of any other 
 ]iank or liuuks, or to auuilfi^ainato or make arrangcirionts 
 with any other Bank or ]5anks, and make any arrange- 
 ment respecting such purchase or amalgamation, aiul the 
 termis and conditions thereof, and how and in what manner 
 the consideration for such purchase, amalgamation, or ar- 
 rangement, shall be satisfied, and the Court shall be at liberty 
 to satisfy the consideration for any such purchase, amal- 
 gamation, or arrangement, wholly or in part by the issue of 
 Shares of the Company on such terms and at such price or 
 prices as the said Court may determine. Phovided np;ver- 
 THEi.Kss that no new Share shall be issued for the purposes of 
 any such purchase or amalganuxtion except with such pre- 
 vinuH consent and in such manner, and subject to such con- 
 ditions in all resjjccts as are by the said Charter and these 
 Presents pn 'scribed with reference to the raising of addi- 
 tional Capital by means of new Shares. 
 
 Article 156. The Court shall have generally the entire 
 sup'rintendence, management, and control of the business 
 and affairs of tlu> Company, and in every case not provided 
 for, or not adequately provided for by the Charter or by these 
 Presents, or by any ]5yc Laws, rules or regulations, from 
 time to time made, and shall have full power to regulate 
 their own procedure and the mode of conducting the business 
 of the Company, and to act in such muuner as the (Jourt 
 think best for the purposes and for promoting the welfare of 
 the Company, and also shall have all powers and discretions 
 rerpiisite for carrying into effect the object and purposes for 
 which the Company are established ; subject, nevertheless, to 
 the provisions of the Charter and these Presents res- 
 j)ectively. 
 
 COURT'S .AriNUTE BOOK. 
 Aktici.k I-")T. a Book to be called " The Court Minute 
 
ftH 
 
 Hook " .shall bo provi.l.Hl and kept under the RuyH^rintondonce 
 of the Court, aiul a tr.u- and faithful record of tlio i)roeeed- 
 in^s at every Court shall be entered therein and .shall be read 
 at the next Court as the first bu,sine8s thereat after the chair 
 IS taken and 1)einj>: then found or made correct shall be signed 
 by the Chairman thereat. 
 
 Articlk 158. The proceedings of any Court so recorded 
 and signed .sluiU not be impeached by reason of such Court 
 '-r the business recorded as transacted thereat not having 
 been notified or having been in any respect in.sufficiently or 
 improperly notified to the J)irectors, or by reason that any 
 Director whose name ai)]iears recorded as in-csent thereat wa'^ 
 not qualified or by reason of any other irregularity unless the 
 same a])pear on such Record. 
 
 ARTICI.K 15!). Every entry in the Court :\Iinute Book, 
 purporting to be the record of the proceedings of any Court, 
 and to be so signed, shall be acknowledged and received by ancl 
 between the Shareholders and their representatives as prima 
 facw. evidence that the proceedings so recorded did actually 
 take place at the Court at which, by such record they are 
 stated to have taken place; and "that the Directtir or 
 Directors, or number of J)irectors therein stated to have 
 attended the Court, did in fact attend, and act as a Direct (jr 
 or Directors thereat ; and that the person whose- name is 
 recorded as having been (Jhairman, was a Chairman of the 
 Court at which the proceedings thereby recorded took place ; 
 and tliat he was the proper- person to preside and did preside 
 as Chairnuui thereat, or as the case may be, that the per.sons 
 whose names are subscribed to such' recoi'd as J)irectors 
 present at the Court were present thereat, and duly sub- 
 scribed the record, and also that such record was dulv entered 
 in that book. 
 
 Akticlk l(i(». Kvery ( ourt which by any such record .so 
 
75 
 
 entered and |mrportinp to be sij^ned, Ik stated, or appears 
 to liave been held, «liall, unlc.-s the contrarv appear on tlic 
 record, be treated and recognized by all the Sliareholders and 
 their representatives as havinp; been duly notified, convened, 
 and held in accordance with the ruh>« and regulations thin 
 in t'orcie concerning Courts ; and the proceedings of every 
 (yourt from time to t;;^^; so recorded, shall, unless the con- 
 trary appeal- on tho record, be treated, recognized, and acted 
 u])on by all the Shareholders and their representatives as 
 liaving been regular and proper in all respects. 
 
 Articlk 1()1. Every Order or Resolution which appears 
 recorded as part of such proceedings, and notwithstanding 
 it be impeachable on any ground whatever, shall, so long as 
 such Order or Resolution subsists unrescinded, be treated, 
 recognized, iind acted upon as valid and binding on all the 
 Shareholders and their represc ii^atives, so far as an Order or 
 Resolution of the Court can bind them, and shall be 
 sufficient authority for all acts and proceedings in confor- 
 mity therewith, so far as the Court can authorise the 
 same. 
 
 AUDITORS. 
 
 AiiTlcl.K l<i"-i. The number of the Auditors (but not 
 less than two) for the piu'poses t)f the Com])any, and their 
 salary, rennnieration, and powers may from time to time be 
 fixed by the General Meetings. 
 
 Artici.e 103. A Director, Secretary, Trustee, or other 
 Officer of the Company shiill riot, while holding any such 
 office, be eligil)le or compet(^nt to act iis Auditor, and an 
 Auditor elected or appointed a Director, Secretary, Treasurer, 
 Trustee, or other Officer of the Company shall immediately 
 thereupon cease to bo an Auditor. 
 
 Aui'ii'I.K 101. Until a (ii'ueral Meeting otherwise pre- 
 
t' 
 
 aoribo, thorc Hhnll 1k> two Auditors, nm\ it shall not bo 
 requisite that the Auditor be u Slmreholder. 
 
 Articlk Ki;). llobort PuUen Webber and David Alison, 
 Esquires, sliall bo the first and present Auditors. 
 
 Ariclr 1G(). Auditors shall bo appointed j'carly at the 
 first ordinary Meeting, and at every subsequent ordiiuiry 
 Meeting; but if from any cause the yearly apiiointment of 
 Auditors be not made at any ordinary lAleoting, tho. appoint- 
 ment shall be made at some stdisequcnt Gen.M'al Meeting, 
 and the existing Auditors shall remain in Office imtil thdr 
 successors be appointed. 
 
 Akticle 107. Every Auditor retiring at the ordinary 
 Meeting shall, if qualified, be re-eligible. 
 
 Article 108. Any Auditor may resign his OfTico, or 
 may be removed from Office, by a vote of any General 
 Meetiiig. 
 
 Akticle 100. Any vacancy in the Office of Auditor 
 may be filled by a Oenei'al Meeting, 
 
 Article 170. In case of the death, resignation, removal, 
 disqualification, illness, absence, or temporary incfii)aci)y of 
 any of the Auditors, the powei-s and duties "of and incident 
 to the Auditorship, may be exercised and discharged by the 
 surviving or other Auditor or Auditors. 
 
 Article 171. Throughout the year, at all reasonable 
 tmies of the day, the Auditors may inspect the accoimts aiul 
 vouchers of tlie Company and the books coiniected there- 
 with, and call for such evidence in support of the same, or 
 of any matters relating to tho dealings of the Conqjanyi or 
 
9< 
 
 of its debits aiul credits, and necessary for tlie elucidation of 
 suck accounts as they think tit, and such evidence shall 
 accordingly be iurnished to them by the Court or the proper 
 Oilicers of the Company. 
 
 TRUSTKKS. 
 
 Articli: 172. So far as the Court think expedient they, 
 frcm time to time, may cause any of the real or personal pro- 
 perty oflhe Company tobe vested in, or lield by, andmiy covc> 
 nants, contracts, and engagements with or for the beneht ot, 
 or any investments by the Company, to be taken ui the 
 names of such persons, whether Shareholders or not, as the 
 Court think tit, upon trust for the Company. 
 
 AuTiCi.K 17=3. The Court, from time to time, as they 
 think lit, may remove any person from the othce of Trustee 
 for the Company. 
 
 AirnCLE 174. On the death, resignation, or removal of 
 anv Trustee, or on any person ceasing by any means to be a 
 Trustee for ihe Company, the Court, in their discretion, may 
 cause all such deeds and things to be done and executed as 
 arc necessary to vest the trust property, or right.s oi action 
 in any nc-w Trustee or Trustees, either ah.ne or jointly with 
 any continuing Trustee or Trustees as the Court thmk ht. 
 
 IIALF-YEAllLY STATEMENTS. 
 
 Aktici.k 175. Tlie Court, from time to time, as soon as 
 can be after the expiration .f every half-year endmg the 
 JiOth day of June and the Jilst day of December, shall make 
 a. nnieralhalf-vearly statement in writing, showmg therem 
 the amount of \he then debts, liabilitic-s, and engagements, 
 ttnd of the assets, property, credits, an<l secur.ues ot or be- 
 
lonjriiiiT to tlio Conpany, iis wt'll in Kiigland as in Amovica 
 or elsewhere ; and sueli statement shall inelude an acvount 
 of the amount of tlio promissory notes of the Company in 
 cireulation, and of the coin held in the establishments of the 
 Company in eacli of the said Colcmies where the business of 
 the Company shall be carried on ; such iiecounts of the amounts 
 of promissory notes and coin respectively bein<;' made from 
 and according to the then last returns and information fur- 
 nished to the Directors fnmi the Bunks or Agencies ol' tlie 
 Company in such Colonies respectively; and the Court shall 
 send two copies of evi-ry such gtnieial half-yearly statement, 
 authenticated by the Hi<;natures of the Chairiuan of the (.'ourt, 
 or of two Directors und of their Secretary or principal 
 Cashier or Aceovmtant in England, one to tJie Secretary of 
 State for the Colonies and the otiier to the Treasury. 
 
 AuTlCLi: 17(). The Court shall also, if and whenever so 
 recpiircd by the Secretary of State for the Coh)nies or the 
 Treasury, ])roduce and sul)nut to him or them, or to such 
 persons as he or they shall appoint for tluit ])in'poHe, lor his 
 or their inspection and examination, the several returns irom 
 which such general half-yeaily statement is prepaied, and 
 such further information as tn the stale and pi'oceediugs of 
 the establisliments ol' the Ccmipany, as the Secretai'y of State 
 for the Colonies or the Treusury shall from time to tLne re- 
 (juire to bi; furnished. 
 
 Y MAR I Y DA LANCE SHE KTS. 
 
 AiiriCTiK 177. The accounts of tlie Company shall be 
 balanced, and the tinancial state of the ("ompany sliall be 
 aseei tuined, under tlie superintendence of tlie Court, once in 
 every year, on and up to the Jjlst day of December in eveiy 
 year; andal'rolit and Loss Account and Halance Sheet, show- 
 ing the linancial state of the Coniiwny up to and on the day 
 of biieh balancing, shall be made by prujier Dook-keejn rs and 
 
«' J « 
 
 79 
 
 Account ants, undor tlic suporintoncloncc oi' llio ( 'ourf, and 
 the Court sliall dt'livcr tlie same lo tlic Auditors iiltccn dayn, 
 at least, bei'oi'e t!ie day ot'tlie ()rdinary Mcetiuj^' ; Init Ijel'ore 
 sueli aeeouut and l)alaui'e slieel are so delix'ered, llie Directors, 
 or some three of them, Hhall examine tliem and sign them as 
 so (>xamined. . 
 
 AiMiCLK ]7<S. Tlie Account and lialance Sheet sliall he 
 received from {he Court and he examined hy the Auditors, 
 wjio within ten days after the receipt tliercof shall either 
 approve thereol' and re[)ort g'eneraljy tliereon, oi' report 
 specially thereon, and sludl delivi'i' the Account and ikdance 
 Sheet with their Jieport, thereon to the Ccmrt in order that 
 the sauK- may Ix- pri'siMitcd and read with the Directors' 
 Iteport on the state of the tympany's atlairs to the ordinary 
 Jleeting. 
 
 AliTlcr-K 1T!>. At least seven days hefore tlie ordinary 
 Meeting a copy of tlie I'ldtit and Loss ^Vecount and J5alauce 
 Sheet as audited hy the .Vuditors, and of the Auditors' Re- 
 port thereon, shall he sent liy the Court to every Shareholder 
 whether resident in Great Britain oi' else when', and such 
 Account, JJa'ance Sheet, and Report shall also he presented 
 by the CV)urt, and read to the Meeting. 
 
 Akiki.k 1H(I. A copy of the I'roiit and Loss Account 
 and lialaiu'c Siu'ct i'rom timi' to time presented and read to 
 an ordinaiy Meeting shall within Twenty-one days next 
 after tiic day of Meeting be sent by the ('ourt to llio 
 Treasurv. 
 
 TXSrKCTION OF IMHTMLXTS. 
 
 Ahtici.k IcSj. Tlu' (leiu'ral fleeting Minute Hooks shall 
 be ke])t at ihe oflice, and be at all times open to tln' inspec- 
 tion of the Shareln)lders, but (be Diieetors or anv ol them 
 
80 
 
 or tlieii- Secretary or some person appointed by the Court 
 sliall bo entitled to attend at tlie time of isueli inspection lor 
 the purpose ul' preventinfj; any injury to the Hooks. 
 
 AiMici K IS'J. The Hooks of Accoimt and a copy of tlie 
 Profit and Loss Account and IJahince Slieet of_the ("ouipany 
 friini time to time intended lor presentation to an ordinary 
 JVleetiug shall be open to the inspection ol' the Shareholders 
 at all reasonable times in the day, within Ten days before the 
 JMcetiiifj^, but a Shareholder not bring a Director or Auditor 
 shall not at any time, save duriri.- ' ,t p(Mio(l, be iit liberty 
 to inspect any such Hooks, exccj)t by order of the ('ourt or in 
 consequence of the resolution of uii Extraordinary Meeting. 
 
 TNDE.MXIFirATION OF OFFICERS. 
 
 Ahtki.i 183. A Director or Trustee of the Company 
 shall not be answerable otherwise than in respect of his own 
 acts and defaults, and shall not be answerable in re.-pect of 
 any act done by him for IIk- sake of conformity lucrcly, 
 or for any monies o^r secuiitics of the (.'ompany, other than 
 such as come to his own handH, or for any Collector, Manager, 
 or llecciver of moniei« appointed f(n' tlu> Company or for the 
 insutliciency or /ieficIeiK-y in point of title or value of any 
 socurity upon whidft any At/>noy of the Cttmpany is from time 
 to time invested, or for ♦*»• insufficiency of the title to any 
 lands or licrci'litiimi'uls puicliased for the })urposes ol' the 
 Company, or mor^'agcd to the Company, or for any mis- 
 fortune, loss, or danuige happening to the Company, by 
 reason of any deed oi' thing done or exccutt'd by any Director 
 or Trustee in the exi'cution of his olIic(> or in relation llierelo, 
 (U- liy reason of any error in judgment or mere indiscretion 
 on tlic part of any Director or Trustee in tlic execution or 
 perloi iiiancc of his powers or duties, or otherwise, on ai.y 
 aeeouni whatsoevei', except only I'or williil fraud, negligenc(> 
 or delaull. 
 
81 
 
 Articlk J 84. T'^verv jicr 
 
 suii uciiuv ur havpii 
 
 XH'ii :i 
 
 Director, .\u(lil(Pi', di' 'rrtiNtcc, liis iicirs, cxcciitDis, or iid- 
 
 niiiii.str.'itors 
 
 !lt 
 
 ill 
 
 IllllCS 
 
 nil' 
 
 Iciuiiiiicd iiiul sincd 
 
 hiirinlc-s-; <iul of llio luiuls oj' llic ( 'nDiixiiiy iVoiii ;in(l !i<i"iiiisf 
 all costs, clKnjfCs, losses, diuiKij^'es, iiud I'xpeiises wiiatsocMT, 
 iiK'uri'ec 
 duties, 
 
 ill tlie jirojx'r execution of his rtsjicctive power.' 
 
 ne( 
 
 fillice, and trust, and every jierson beiiij' or liavinj^- 
 11 ii Director, Sharolioldor, Auditor, 'rrusteo, Oflict'r, or 
 Sei'\;nit of the < 'oni[)any, his heirs, exceutois, and administra- 
 tors sliall he iiidemnilie'l and saved harmless out of tlie funds 
 of the Company af^ainst all actions, suits, claims, and demands 
 wluitsoover, brou«,'ht or made ufjainst him or thciii in respect 
 of any eiigagcm(>nt or lialiility ol' tlie saiil Company, save 
 any such us may be incurre<l or occasioned by his own 
 personal wilful ne<>'lect or (k'fault. 
 
 AktIi LK ISo. Mvery Director, Auditor, oi' Trn-tee shall, 
 in respect of the duties and obli^'utions of liis office, and 
 vhilo actiuji; under the advice of (he Attorneys or Solicitors 
 or Counsel employed l)v the Court on behalfof the Cunipany, 
 be entitled to liavc such ;«d\i<(' at the i xpeiicc of ih' t'oii)- 
 pany; but any Directtir, Auditor, ur Trustee who, in respect 
 of the duties or olilifj^itionK of his ofKce consult.s or is advised 
 by any other Attorney, or Solicitor, or Counsel, shall, unless 
 the < 'oiirt otherwise deteiniiiie, payout o|' liis own monies 
 the charj^cs and fees of such otlier Attorney, <ir Siliiiior, oj- 
 Counsel. 
 
 AUIUTILVTION. 
 
 Akticke iSd. "\Vh( never any (lifrercnc(> shall arise- 
 between the Company on tlie one hand and any of tlie Share- 
 lioldoi's, their heirs, exei'utors, administrators, or assij^nis on 
 th(> otlier hand, loiichin tlie triu^ inti-nt or <'onstructiou of 
 these presents, or tonehiuM^ any deed or tliiiii;' to be done. 
 omitted, or sull'red in lairsiiaiicc of tliese pr( -miiI ., e\ciy 
 sucii dillereiice shall be icferri'd to arbitration. 
 
 I- 
 
Ai!Tioi,K ]S7. Kvi'iT sucli rcfcmif'o, im'- ., '.he paili(>s 
 sliall otlirrwi.so aj-Tco, .shall !)<■ made to two (oiii]>rt('iit and 
 iiuHftbrait persons, who shall bo named one hy the ('..iiipaiiy 
 and one by tlie other parly to the ditferenca' and for this 
 piu'pi.se, all t!io dillmng persons other than the Company 
 shall be considered as one party. 
 
 AiiTicLi.; 18,S. 'I'he Conrt :.]iall act on behalf of the ( 'on:- 
 pany in naniin<>- one of the .'uhitrators. 
 
 AuTici.K 18t>. If either i)arty, for ten days next after 
 beino' recpiesled, in writ inn-, by ,„• by the A-ent of (lie other 
 party to name a.n Aibitrator, neoleet so to do, iben both 
 Arbitrators may be named by ihe party by or for whom sueli 
 retpiest was .niidi . 
 
 AuTiCLE ]!)!). The hvo Arbitrators br^fore ente.in- on 
 tlie business of the reference, shall by writ in- under Uieir 
 liands, name u third competent and indiliereut peison to l)e 
 their I'nipire. 
 
 A (Ml, IA-. 1!)1. If the Arbitrators fail for seven days after 
 their appointment to name tlu' I'mpire, then on tlie aj)pliea- 
 tion ol either (,j' the Arl)itrators or of any party interested, 
 the Umpirt' may lie named by the Tieasurv. 
 
 ■ \uruiA-. l!fj. ]f ih,. Arbitrators do n,t \viil,in lliirly 
 day.s i.txi ;,;t,,i. ,|„, ,,|.,||,,|. ;„ ,liin>j.(,iice is referivd to tlien'i. 
 or within su.-h extended term as theysliall lix. annv .m their 
 award thereon, then it shall stand relerred to the rmjiire. 
 
 Aim KM.. liC!. The rward .,f the tw., Arbitrators, or. as 
 tlie ease may he, of the Iniiare. if ma.le In writing und(>r 
 their hands, or his hniid, and ready to be delivered to the 
 parlies in dilfereiice, or miwI, oi' them as desire llu- same, 
 «.!hin iJiiriy days alter ik' tuattiT indifference Isrefeind 
 
»^ 
 
 »3 
 
 ,, ,W Avhitvatovs or the r,Hpive, slmll In. binan., an-i n^ 
 
 ^.,,^,,, ..„ ,„ p,,ties interest,..!, tlu^r he.rs. ex.ndo,., a. - 
 ...^.ators, and assign. :uul all sue). )eeas au,l ,hn,,s .1. 
 
 be t;,-thwith thereaiUT clone, unuttea, and sunrnMl as b, ta. 
 award is retiiiirea. 
 
 Al'TICLl' li)i. The Arbitrators and liui.ire respeetively, 
 hWI have lull p..v..r to exandne the parties in ^^^^^--'^'^^'^ 
 ,ny of then,, and their rc-spective witness,., on oath or statu- 
 Un'y ,leclaratlou in lieu of oath, if they tlunk lit so to ,lo. 
 
 VrnciK l:)r> The Arhitraf.rs and the Umpire n-sp,-.- 
 tivelv, .shall hav,. full ,.ower. if they ,.r lie Hunk tit_, to pro- 
 ,.eed'in the abs,.n,v of eitlu.' ..r hoth ,.f the parKs, atte, 
 notice to both partl-'s ,.f the inienti,.n s,. to proeee,L 
 
 A. TICK !!)<;. The Umpire shall have full pow.^r, by 
 .vn.in.^nul.rhislKU.dfr.nntinu.totin,e to,.xten, the 
 
 ,,,• ,.l „t' thi.lv ,lays witlun whieh Ins award is t,> b,. mad, 
 Ll if it be ma,le an,l r,.a.ly to be .l,Wn.d as ahnvsaul 
 
 whhin sueh ext,m.led period, ,t .hall be hin.hng and eonclu- 
 sive, as if ma.h" within su. Ii perio-l of thirty days. 
 
 Vh.u-1 k i^'7 Th,. Arliitrators and th.> Umpire n>sp<>e- 
 ,i,;iv, mav make several awar.ls, eaeh ,m part of the nuitver 
 i, ai,i;.ren,.e, inst.a.l of -me award on the wh.dc nuUtor ; .nvl 
 every -ueh award shall, as to the n.att,.' , n,.. .y awa,. ,,. <a,, 
 ;: iLl and ..on.dusne a. if i. ■. .e , he whole mat,,-r m 
 
 ditl'eri'uoe. 
 
 Aktmmo U.S. Th.- Arbitrators and the Umpire r.;spoc- 
 H,,dv.na.vpr.u.eedin the reieremv n, su,.h .mn,ne. n. all 
 
 ,.e..p,'et,s as they an,l h,' resp,>etiv,ay may thudc ht. 
 
 AuTU'i.i: liUI. Th.. .;sofa..linei,hM,ttother,.lerenee 
 and the arbitration ami awanl vspeetively, d.all be m the 
 dls.r.Miou of th,' Arbitrators ami Tmiuio iv^iK-melj . 
 
fi 
 
 84 
 
 Artki.k 'Juo. 'Hie sulniiission to rt'li'inu'c iiiadi' l)y lUi?* 
 I)('(m1 uuiy, at any lime, he niailc a rule; ol' any Coiirt of Law 
 or Ivjuily, on llic ap|)licali()ii oi'aiiy party iuttn-stcd. 
 
 AuTiOLK '.iOI. 'J'lir Court of Law or J^iuity iiiay rcFor 
 any award (o llu- Arbitrators or tlio L'lupirf, with .suc-li di- 
 roctioii.s as that Court may think fit. 
 
 AirricM", 2()'i. I'ull vWwt shall be oiv(>n under tlu' Coui- 
 tnon Law i'roccduK- Act lS-">4, and ('\ory or any other Act, 
 from time to tiinc in f'ircc, and ap])licablc in that behalf, to 
 tlie pii)\isions of (liis I )eed touclun<jf arbitration. 
 
 LF/LVL PROCEKDTNGS. 
 
 .\uTici.i; 'J(l.'). 'I'lie Court from time to time in tlieir 
 (iiseretiirti may brini>', prosecute, earry on, or maintaiii at tlw 
 ixpense of the Company, any action at law, suit in eijuity, 
 eriniinal prosecution, or other lejj^al proceeding's, on the 
 lu'lialfof or Ibr the p\ir[)oses ol' the Company, and in tlio 
 name of the Company, or otherwise as occasion may recpiirc ; 
 and may undertake and conduct the defence of any acti(m, 
 suit, prosecution, oi' oilier |)]'oce(Ml'iij>' in the resiilts of which 
 tiu' ('(inipany may be int(af,>-te(i, and nuiy submi' to Arbitra- 
 tion on l)elialf of the Company, any (litl'eri'Utt <ir lhint>; 
 wlialxn w 7 , i;i which the ( 'oinpanv nuiy be concerm-d , and 
 for fbose J)iilposes, or tor any lillier purposes eonii"cted with 
 1 lie bii-ine-N or the inte?'ests of the ( 'ompany, .shall instruct aiul 
 employ on licjialf of the ( 'om])any, the Attorneys or Solicilor.s 
 of t'nc (■.;, jiaus aiifl tlieir Counsel. 
 
 AliiKi.i, ■.'()(. Where iiuy action at law, oi' suit in 
 e(piily, 111' other Ie;;al j»reei((liii(( !•» l>/'Oii>A)it auainst any 
 ])erson iuiiii;' or having"- be(-n a /Hrecfor, Sliareliolder, 
 Auditor, 'irit^'tee, (i(Ii'(r or Hi ivanf of ibe rnnipany, lii."* 
 lieii'.S, <'X.O//,(dors, rn ;cliiiini.-.traii)rs, in /cspcct otan\ eiifjfujic- 
 
(I 
 
 85 
 
 mont uv liul.ilitv ..!• Hic rumpaiiy, .avo such us is incurved 
 or „ccusLunc<l l.v'uis -avu wilful uegloct or .lelault.c.r agun.st 
 unv person being, or having been, a Director or Irustee h>s 
 heirs, exeeut<.rs, or a.bninistrators, in respect ot any Deed or 
 thin- whatsoeve,' hiwl'uUy done or execute.l by such person 
 in the cxec'ution of the duties or powers hicidenl to his oihce 
 ur trust, <.r in pnrsnance or under the antlmrUy ot any 
 sulhcient order or resululion of the Court, or of any (k-neral 
 Meeting, the Court up.n receiving notice hi writing ot such 
 u,.tion, suit, or other proceeding from or on behalf ot the 
 person against whom it is brouglit, and if the Court tluiik 
 tit (but not otlierwi>c without liaving received such notice) 
 sli'all undertake the defence of the same in the name ot the 
 Defendant, and shall take such steps cither for carrying on 
 such defence, or cun.promisir.g the im.ceedings therein, or 
 ..ommeneing any cross action, suit, or other proceeding, and 
 such other measuiTs and proceedings as are thought adv.s- 
 ■ible and shall out of the funds of the Company mdemniiy 
 • nid'save harmless the Defendant, his heirs, executors, and 
 „ln,inistrators, against all costs, charges, damages, losses 
 ,,Hl exposes wbatsuever, occasioned, sustained, or recovered 
 in anv su.^li original or cr(,ss action,, suit, or other proceeding, 
 or in^aiiy wise incidental thereto, or consequent thereon. 
 
 Vkticlk 2t)o. No Shareholder, whether an OlKcer of 
 the Company or otlu-rwise, his heirs, executors, or adminis- 
 tratoiH, shnll'be entitled to be indemniiled out of the property 
 of th.> Company, against any such action, suit, or other 
 ,,roc(V(lin..'. il' he or thev do not give notice thereot to the 
 Com't or if having given such notice he or they .lo not 
 permit th.' Court to conduct such d(>fence. and to a.'t m 
 relati.m thereto in all respects as the Court think lit. 
 
 AlMHlJ- "(K!. Subi.H-i lo the provisions of this Deed 
 touching the Arbitration, the Shareholders, their lieirs. execu- 
 tors, and administraturs, as between the.u>elves and the < niu- 
 

 
 86 
 
 IKiny or „s Lolwccn t }.<.n.s,.h7..s and any oilu^r Sharolioldors, 
 tl.eir Jieirs, executors, and ailn.i„i.trat.,r,s, may maintain and 
 prosecute again.t eacl. oil,, r, any Action or' ])rocee(lin • at 
 uw in resinvt of any Contract, and tl.e I'aitn.T.sl.ip created 
 by tliene presents, shall not Ik- any bar or obj^.tion to tl.e 
 niamtenanee or prosecntion of any surdi action'orproeeedin- 
 or be available a. .ue), by any Mea or otherwise to any I)e- 
 lendant in any such A.-tir,;, or I'lxceedin- 
 
 Akiicm; 207. These I'n sents and every Deed of acces- 
 sion or JJeed ui' Suppleni, nl U, ihis D.-e-d, slndl be enr„lled in 
 tae Higli Court of Chancery wiihin (J calendar months from 
 the date thereof. 
 
 iU.S.S(jLUTIOX. 
 Aktkxe 20H. If and wh- n it shall appear upon or be 
 certihe< by any Keport of the Auditors, or any ]{eport of the 
 Court, that one half of the Capital actual! v [mid up has bcvn 
 lost m the cour..e of basinc•^s or othc'rwise, or if and when 
 the powers and privileges granted In" the Charter eeasi., and 
 the Company cease to be iiicor|Mjrated under the Charter then 
 i.nd m any such case the Company shall thereupon bJ ipso 
 tacto dissolved. 
 
 AUTICLE 20!J. h and when it shall appear upon or be 
 certilied by any joint Jieport of the Curt and tiu' Auditors 
 that the business of the Company camut be further prosecuted 
 or tlmt the uilairs thereoJ-cann-A be arranged with a prospect 
 of beneht to the Company, and such lieport shall be adopted 
 V u Jiesolufon at any (JenerJ Mcethig, then tiie Company 
 sluiU be dissolved at such ]H-ruA, not less than two months 
 utter the time of passing the Itesulutiuii, as is iixed by the 
 Resolution, or if such period he not so Iixed, tiien ai'siuh 
 period, not less than three months, after the day of holdin- 
 the Meetmg, as the Court shall lix, unless the Jiesolutiun .d" 
 the Meeting or of the Court Ix- revoked by an Hxira.uvlinary 
 Meeting held belore the time fixed for the dissolution 
 
Si 
 
 R7 
 
 VPT.ri V ■■>]*>. The rniiit shall linvr full powor to carry 
 the' l")iH..'Vuti.>n .■f tho Company, h. Avovor it may happ-m, into 
 effV..t. hv all imcossary ways and m.aus, ami all pow-rs and 
 a«rhorin..s v.stnl in or oxon^isablo hy, or w u.-h, but l.^ . H- 
 ,li.s.,lution. would b. vostod m or c.x..r..isable by the Cour 
 ,„KhT th... pnsc.nls or o.herwiso, shall, m.twithstaudmn: and 
 aft.-r th- dissolution. r..nain. and be vested in or exercisable 
 bv the Tourt, and in full force, for tlie purpose ot working 
 „;,t the Dissolution an.l winding up tlie aliairs of the ( 'ompany. 
 
 \I-,KI E -Ml. For tln^ purpose of tlie Dissolution, the 
 ( .mri from time to 1 imo in their diseret ion, may call from the 
 Shareholders and enfor.v payment of all monies which they 
 rcsp^.-tivelv are liabh. to pay towards the discharge o the 
 Company'^ liabilities, and may do and execute all such deeds 
 and things whatsoever, for getting in and disposing o the 
 ,.roiH.rtv, and diseharging, so iar as the assets extend the 
 Ikbts Jnd liabiiiiies of the Company, and d.strilmting 
 ainon,^st the Shareholders the surplus assets, >f any ot the 
 Coinpanv, and Hnallv winding-np and closing the allairs ot 
 the Company, and putting an end thereto, as the ( ourt 
 think Ht or Counsel advise. 
 
 In w.iM-s wheic.f the >aid Company have hereunto 
 aflixed th.ir Common Seal on the twenty-lburth day ol 
 June Ono thousand eight hundivd and sixty-two, and the 
 said other parlies hereto have luTCinto set their hands 
 and seals on the several dates an.l for the several numbers 
 of Shares, written opposite their r.-spective names in the 
 foui-th Sehedule hereto. 
 
88 
 
 « 
 
 THK F I JiST sen K |, r L K. 
 
 TiiK iVvNK oi Hmrisir ( 
 
 lll.lMlil \. I.\(I)K1-(»I!S1K|) itv iJoN.vr. 
 '^'frAKiKl!. 
 
 /n th>- 
 
 5rf)ts ifi to yrntif).) <//.// 
 
 Ihe Capital of Tnv. Wxsk .... ]5u,t.s., ('....r.MmA, ,\W. 
 suhject to the regulnilou, of the ( •harlc ami i)e,d of Settle- 
 ment. (;ire» >nnlrr the Common Seal of the Cori.orallo,,, 
 the daij of is(j 
 
 TJI K S KCOX I) sdil K I) V L k. 
 
 ■lU.VXsl'KR OK SI [AUKS. 
 
 2nji0 Inlicnturf, maJe the do,, of 18 
 
 betwceii [the TransH.n.r -ami hisplaro of ■.lm,l,M,r l.nsf.u.ss ami 
 description] 0/ <A. f,..t part, [tl.o Transfonv a„,l hi.s placr 
 of ulKxle or bi.sinos.s and description] 0/ </.■ seeond part, 
 and T.IK ]5a.nk ,„. li.uT.s.r (n,.rMM,A 0/ </,, third part'- 
 ^MlUmml), that In consideration of £ ^,„id i 
 
 [Transferor] l.,j [T.^ansferee], the receipt ud.ereof is hereby 
 achiou-led,jed, [Transferor] doth as,i<jn and transfer nn'to 
 [Transferee] hi, executors, administrators, and assl,,ns, 
 Shares, \o. In the Compau>f, to hold nnto [Transferee], 
 
 his crernlors, administrators, and assigns, snl.f-et to the pro- 
 visions ofthr Charter and Deed of Settlement of the i 'ompany, 
 <in.! to all oldnjallous Incident to the Uwn.rshI,, of those 
 
ft 
 
 S!) 
 
 Sharc.-^ : cn.,1 | TnnisfcnvJ ./..</, /.»' hm,^'plf\ his hoir^, v..m-Hl„rs, 
 oihnimstrator., nml o^/njm, connwut rrilh the Compmn/ that 
 [Triinsii-ivo], /lis heh'S, e.reciitor.«, aihuinistratois, and assi<ji,s, 
 loill chdupa;/ all Calls which shdl be made in respect of those 
 Shares during his or their Ownership thereof, and otherwise 
 fuljll all the ohligalions of a Shareholder in respect thereof 
 according to the provisions of the Charter and Deed of Settle- 
 ment, and will in all respects perform and observe the JJ>/e- 
 Laic's, Rules, ami Regulations from time to time of the 
 Company. Iw iDltnCBS ichereof the parties hereto of the first 
 and second parts have hereunto set their hands and seals the 
 day and year first above written. 
 
 T II E THIRD S C H E D U L E. 
 
 Al'l'OINTMENT OF A I'KOXY. 
 
 /, A. B., of a Shareholder of Thk liANK oi- 
 
 Britisu Coi.rMBiA, hereby appoint C J)., of to vote 
 
 for me and in my name, at the Meeting of the Company to be 
 held on the day of 18 , or at any Adjournment 
 
 thereof [If the proxy be coiiliucd to sumo particular (pics- 
 liou to hv brought forward at tlic Meeting a(hl, -but in 
 relation only <o "-here stating tin- .piestion.] 
 Dated this day of 1« • 
 
m 
 
 T Jl K FO U UTII SO II K I) V L K. 
 
 Name of 
 SliareliuMcr. 
 
 Address. 
 
 tiua. 
 
 Signature . ^ 
 
 Address 
 {in l■-^^JlliIldl'f 
 iSltarelifildeis 
 
 r('>ideiit mi! 
 
 > if the L'nitL'd 
 I Kingdom. 
 
 .Sell 
 
 Date of 
 
 Kxecutioii. 
 
 WltUl'SB.