"b^ V^. - nO. IMAGE EVALUATION TEST TARGET (MT-3) 1.0 Ifiia iM I.I 11.25 " lis III 10 1.4 18 1.6 V] -\ WrS V Va^ %^ ...v "^^^ i CIHM/ICMH Microfiche Series. CIHM/ICMM Collection de microfiches. Canadian Institute for Historical MJcroreproductions Institut Canadian de microreproductions historiques 1980 ■■B Technical Notes / Notes techniques The institute has attempted to obtain the best original copy available for filming. Physical features of this copy which may alter any of the images in the reproduction are checked below. L'Institut a microfilm^ le meilleur exemplaire qu'il lui a 6t6 possible de se procurer. Certains ddfauts susceptibles de nuire d la quality de la reproduction sont notds ci-dessous. D Coloured covers/ Couvertures de couleur D Coloured pages/ Pages de couleur D Coloured maps/ Cartes gdographiques en couleur □ Coloured plates/ Planches en couleur □ Pages discoloured, stained or foxed/ Pages ddcolor^es, tache^4es ou piqu^es D Show through/ Transparence D Tight binding (may cause shadows or distortion along interior margin)/ Reliure serr6 (peut causer de I'ombre ou de la distortion le long de la marge intdrieure) D Pages damaged/ Pages endommagdes D Additional comments/ Commentaires suppldmentaires Bibliographic Notes / Notes bibliographiques D D Only edition available/ Seule Edition disponible Bound with other material/ Relid avec d'autres documents I I Pagination incorrect/ I — I Erreurs de pagination D Pages missing/ Des pages manquent D D Cover title missing/ Le titre de couverture manque Plates missing/ Des pla.iches manquent D Maps missing/ Des cartes gdographiques manquent n Additional comments/ Commentaires suppldmentaires ire a ins le la The images appearing here are the best quality possible considering the condition and legibility of the original copy and In keeping with the filming contract specifications. The last recorded frame on each microfiche shall contain the symbol —►{meaning CONTINUED"), or the symbol V (meaning "END"), whichever applies. The original copy was borrowed from, and filmed with, the kind consent of the following institution: Library of the Public Archives of Canada Maps or plates too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les images suivantes ont 6tA reprodultes avec le plus grand soin, compte tenu de la condition et do !a netvetd de I'exemplaire filmd, et en conformity avec les conditions du contrat de filmage. Un des symboles suivants apparaitra sur la der- nidre image de cheque microfiche, selon ie cas: le symbols — ► signifie "A SUIVRE", le symbols V signifie "FIN". L'exemplaire filmd fut reproduit grdce d la g6n6rosit6 de I'dtablissement prdteur suivant : La bibliothdque des Archives publiques du Canada Les cartes ou les planches trop grandes pour 4tre reprodultes en un seul cliche sont film^es d partir de Tangle supdrieure gauche, de gauche d droits et de haut en bas, en prenant le nombre d'images ndcessaire. Le diagramme suivant illustre la mdthode : 1 2 3 1 2 3 4 5 6 C-^> r ^ »- -T^iP.jat-*'-^/ "^^ y ^^ .^^, •^ x- the signatures of THE "COMPANIES ACT," 1897. SHJOTIOK' 5. ARTICLES OF ASSOCIATION -OF- THE COWICpN IPfPROVEpNT COI|PANY, LIMITED. SHARES. (i.) No share shall be issued by the Company at a discount. (2.) If several persons are registered as joint holders of any ' ' ly one of such persons may give effectual receipts for any dividend payable in respect of such sh:. :. (3.) Every member shall, on payment of twenty-five cents, or s' . ss sum as the Company in general meeting may prescribe, be entitled to a certificate, under tl. j common seal of the Company, specitying the share or shares held by him, and the amount paid up thereon. (4.) If such certificate is worn out or lost, it may be renewed, on payment of twenty-five cents, or such less sum as the Company in genera! meeting may prescribe. CALLS ON SHARES. (5.) The directors may from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit, provided that twenty-one days' notice at least is given of each call, and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the directors. (6.) A call shall be deemed to have been made at the time when the resolution of the directors authorising such call was passed. (7.) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof, the holder for the time being of such share shall be liable to pay interest for the same at the rate of five per cent, per annum from the day appointed for the payment thereof, to the time of the actual payment. (8.) The directors may, if they think fit, receive from any member willing to advance the same all or any part of the monies due upon the shares held by him beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the company may pay interest at such rate as the member paying such sum in advance and the directors agree upon. .: i TRASSPIiRS OK SHAKES. (().) The instrumLMit of transfer of any share in the company shall be execiilcil both by llii- triinsforor and transferee, and the transferor shall be deemed to remain a holder of such share until the name of the transferee is entered in the register book In respect thereof. (lo.) Shares in the company shall be transferred in the following; form : I A.B. of in consideration of the sum of dollars paid to ine by CD. of do hereby transfer lo the said CO. the share |or shares| numbered standing; in my name in the books of 'I'he C'owichan Improvement Company, Limited, to hold unto the said C P., his executors, administrators, and assijjns, subject to the several conditions on which I held the same at the time of the execution hereof; and I the said C. D, do hereby ajfree to lake the said share |ot shares] subject to the same conditions. .As witness our hands the dav of (i I.) The company may decline to rejfister any transfer of shares made by a member who is indebted to them, and in the case of shares not fully paid up inay refuse to rejjister a triinsfer to a transferee of whom they do not approve. (l2.) The transfer books shall be closed during; the fourteen days immediately preccdinjj the ordinary jjeneral meetin^j in each year. TRANSMISSION OK SHARES. (13.) The executors or administrators of a deceased member shall be the only persons recog- nized by the company as having; any title to his share. (14.) .\ny person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any member, or in consequence of the marriage of any female member, may be registered as a member upon such evidence being produced as may from time to lime be required by the company. (15.) Any person who has become entitled to a share in cons.-quence of the death, bankruptcy, or insolvency of any member, or in consequence of the marriage 01 any female member, may, in- stead of being registered himself, elect to have some person to be named by him registered as a transferee of such share. (16.) The person so becoming entitled shall testify such election by executing to his nominee an instrument of transfer of such share. (17.) The instrument of transfer shall be presented to the company, accompanied with such evidence as the directors mav require to prove the title of the transferor, and thereupon the company shall register the transferee as a member. KORFEITIRK OF SHARES. (18,) If any member fails to pay any call on the day appointed for payment thereof, (he directors may, at any time thereafter, during such time as the call remains unpaid, serve a notice on him, requiring him to pay such call, together with interest and any expenses that may have accrued by reason of such non-payment. (19.) The notice shall name a further day, on or before which such call, and all interest and expenses which have accrued by reason of such non-payment, are to be paid. It shail also name the place where payment is to be made (the place so named being either the registered office of the company or some other place at which calls of the company are usually made payable.) The notice shall also state that in the event of non-payment at or before the time and at the place nppomted the shares in respect of which such call was made will be liable lo be forfeited. (20.) If the requisitions of any such notice as aforesaid are not com >lie(l with, any hhare in respect ot which such notice has been given may at any time thereafter, before payment of all calls, interest, and expenses due in respect thereof has been made, be forfeited, by a resolution of the directors to that effect. (21.) Any shares .so forfeited shall be deemed to be the property of the company, and may be disposed of in such manner as tin company in general meeting thinks lit. (22.) Any niL'nibcr whose shares have been forfeited shall notwithstarulinjj be liable to pay to the company all calls owiiij; upon such shares at the time of the forfeiture. (2,V) A statutory declaration in writing;, that the call in respect of a share was made and notice thereof ffiven, and that default in payment of the call was made, and that the forfeiture of the share was made by resolution of the directors to that effect, shall be sulVicient evidence of the facts therein stated, as ajjainst all persons entitled to such share, and such declaration, and the receipt of the company for the price of such share shall constitute a jjood title to such share, and a certificate ot proprietorship shall be delivered to the purchaser, and thereupon he shall be deemed the holder of such share discharjjed from all calls due prior to such purchase, and he shall not be bound to see to the application of the purchase money, nor shall his title to such share be alTected by any irretfu- laritv ill the proceedinjjs in reference to such sale. CONVERSION OF SHARES INTO STOCK. (24. ) The directors may, with the sanction of the company previously f;iven in fjenenil meeting;, convert any paid-up shares into stock. (25.) When any shares have been converted into stock, the several holders of such stock may thenceforth transfer their respective interests therein, or any part of such interests, in the same manner, and subjecl to the same retfulalions as, and subject to which any share in the capital ol the company mav be transferred, or as near thereto as circumstances admit. (j6.) The several h >lders of stock shall bj eiilitled to participate in the dividends and profits of the company accordinjj to the amount of their respective interests in such stock ; and such irUtrests shall, ii. ,)roportion to the am.nint thereof, confer on the holders thereof respectively the same privileges and advanlajjes tor the purpose of votinfj at meetinffs of the company, and for other purposes, as would have been conferred by shares of equal amount in the capital of the company ; but so that none of such privilejfes or advantages, except the participation in the dividends and profits of the company, shall be conferred by any such aliquot part of consolidated stock as would not, if existinjj in shares, have conferred such privilcfjes or advantages. INCKKASli Ol' C.MMT.\L. (27.) The directors may, with the sanction of a special resolution of the company previously given in general meeting, increase its cipital by the issue of new shares, such aggreg.ite increase to be of such amount, and to be divided into shares of such respective ammuits, as the companv in general meeting directs, or, if no direction is given, as the directors think expedient. (28.) Subject to any direction to the contr.iry that may b.? given by the meeting that sanctions the increase of capital, all new shares shall be otfered to the members in proportion to the existing shares held by them, and such olfer shall be made by notice specifying the number of shares io which the member is entitled, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of such time, or on the receipt of ueemeci to oe uecnneu, anu aiier me expiration 01 sucn time, or on me receipt 01 an intimation from the member to whom such notice is given that he declines to accept the shares offered, the directo.'s may dispose of the same in such manner as they think most beneficial to the companv. (2C> ) .Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions with reference to the payment of calls, and the forfeiture of shares on non-payment of calls, or otherwise, as if it had been part of the original capital. GENERAL MliETINGS. (_^o. ) .Ml general meetings shall be held at such lime and place as may be prescribed bv the company in general meeting ; and if no other time or place is prescribed, a general meeting shall be held on the first Monday in March in every year, at such place as may be determined by the directors. (3t.) The above-mentioned general meetings shall be called ordinary meetin>: general meetings shall be called extraordinary. all other (32.) The directors may, whenever they think fit, and they shall, upon a requisition made in writing by members holding in the aggregate not le,ss than one-fifth of the allotted shares of the company, convene an extraordin.iry general meeting. 6 (33- ) '^ny requisition made by the members sHh!! express the object uf the meeting proposi-il lo be called, and shall be left at the re|i^istcred office of the company. (34.) Upon the receipt M such requisition the directors shall forthwith proceed lo convene an extraordinary gener.d meetinf;. If they do not proceed to convene the same within twenly-une days from the dale of the requisition, the reqiiisilionists, or any other members holding in the aggregate the required amount of shares, may themselves convene an extraordinary general meeting. PKOCBEDINGK AT GENERAL .MEETINGS. (35.) Seven days' notice at the least, specifying the place, the day, and the hour of meeting, and in case of special business the j.;oneral nature of such business shall be given lo the members in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting ; but the non- receipt of such notice by any member shall not invalidate the proceedings at any general meeting. (36.) All business shall be deemed special that is transacted at an extraordinary meeting, and all that is transacted at an ordinary meeting, with the exception of the election of directors and other officers, the sanctioning a dividend and the consideration of the accounts, balance sheets, and the ordinary reports of the directors and auditors, (37.) No business shall be transacted at any general meeting except the declaration of a dividend, unless a quorum of numbers is present in person or t proxy at the time when the meeting proceeds lo business ; and such quorum shall be ascertained as tollows, that is to say : If the persons who have taken shares in the company at the time of the meeting do not exceed nine in number, the quorum shall be five ; it they exceed nine, there shall be added to the above quorum one for every live additional members up to fifty, and one tor every ten jidditional members after fifty, with this limitation, that no quorum shall in any case exceed twenty, provided always that there shall be no quorum unless one-half in amount of the allotted stock is represented. (38.) If within one hour from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved ; in any other case it shall stand adjourned to the same day in the next week, at the same time and place ; and if at such adjourned meeting a quorum is not present, it shall be adjourned sine tiic. (39. ) The chairman (if any) of the board of directors shall preside as chairman at every general meeting of the company. (40.) If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, the m^jmbers present shall choose some one of their number to be chairman. (41.) The chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (42.) At any general meeting, unless a poll is demanded by any member, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of pro- ceedings of the company, shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favor of or against such resolution. (43.) If a poll is demanded by one or more members, it shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting. VOTES OP MEMBERS. (44.) Every member shall have one vote for every share held by him; provided that at any general meeting duly called for the purpose of considering and passing any special resolution it shall be necessary that the majority of the three-fourths of the members present required by section 100 of the Companies Act, 1897, shall represent at least three-fourths of the subscribed shares of the company. (45.) If any member is a lunatic or idiot, he may vote by his committee, curator bonis, or other legal curator. (4''- ) If one or more persons «re jointly entitled to h shiire or shares, the member whoise name stiinils lirsl in tin- reffister of members as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same. (47.) No member shall be entitled to vote at any ffeneral ineetint; unless all tails due front him have been paid. (48.) Votes may be jjiven cither personally or by proxy. (49.) The instrutncnt appointing; a proxy shall be in writinj;, under the hand ol the appointor, or if such appointor is a corporation, under their common seal, and shall be attested by one or more witness or witnesses. No person shall be appointed a proxy who is not a member of the company. (50.) The instrument appointing a proxy may be deposited at the registered oflfice of the company or with the chairman ol the board of directors, or secretary of the company at any time before the meetiiig proceeds to business, but no instrument appoinlinj; a proxy shall be valid after the expiration of twelve months from the date of its execution. (51.) .Any instrument appointing a proxy may be in the following form : The fowichan Improvement Company, Limited. I of in the county of being a member of The Cowichan Improvement Company, Limited, and entitled to vote or votes hereby appoint of as my proxy to vote for me and on my behalf at the [ordinary or extraordinary, as the case may be| general meeting of the company to be held on the day of , and at any adjournment thereof |or at any meeting of the compan- that may be held in the year | As witness my hai'd, this day of . Signed l\ the said in the presence of DirKCTORS. (52.) The number of directors shall until otherwise determined by a general meeting be not less than four or more than seven. (53.) The subscribers of the memorandum of association shall be the lirst directors. (54.) The remuneration of the directors, if any, shall be determined by the company in general meeting. POWERS OF PI RECTORS. (55.) The trustees shall, before appointing any person to the oflRce of treasurer of the company, require such person to furnish them with such security for the due fulfilment of his office, as they shall in their discretion deem sufficient. (56. ) The business of the company shall be managed by the directors, who may pay all expenses incurred in getting up and registering the company and may exercise all such powers of the company as are not by the Companies Act, 1897, or by these articles, required to be exercised by the company in general meeting, subject to the provisions of the Companies Act, 1897, and 10 the regulations of the company; but no regulation inade by the company in general meeting shall invalidate any prior act of the directors which would have been valid i( such regulation had not been made. (57.) The continuing diiectors may act, notwithstanding any vacancy in their body. DISQUALIFICATION OF DIRECTORS. (58, ) The office of director shall be vacated — If he become bankrupt 01 insolvent ; Jf he shall cease to be a shareholder in the company. (50-) At each annual ordinary jjcneral mcelinff the whole of the directors shall retire from office. (60.) A relirinfj director shall be re-eli(;ib!e. (6:.) The company, at the tjener.d meetinj; at which any directors retire in manner aforesaid, shall fill up the vacated offices by electiiij,' a like number of persons. (62.) If, at any meeting' at which an election of directors outjht to take place, the places of the vacatinjf directors are not filled up, the meetin(j shall s.and adjourned till the >anie day in the next week, at the sar.ic time and place ; and if at such adjourned meeting the places of the vacatinjj directors are not filled on, the vacatinjf directors, or such of them as have not had their places filled up, shall continue in ofiice until the ordinary meetiujj in the next year, and so on from time to time until their places are filled up. (6v ) The company may from time to lime, i:. {general meeting, increase or reduce the number of directors, and may also determine in what rotation such increased or reduced number is to jjo out of office. (f>4.) .\ny casual vacancy occuring in the hoard of directors may be filled up by the directors, but any person so chosen shall retain his office so lonp only as the vacating director would have retained the same if no vacancy had occured. (65.) The company, in general meeting, may, by a special resolution remove any director before the expir- lion of his period of office, and may, by an ordinary resolution, appoint another person m his .lead. The person so appointed shall hold office durinff such time only as the director In whose pi: ce he is appointed would have held the same, if he had not been removed. PROCEEDINGS OF DIRHITOKS. (66.) The directors may meet together for the despatch of business, adjourn, and otherwise regul^ their n)eetings as they think fit, but no business shall be transacted at any meeting uf the directors unles-^ a majority of the whole number of the directors shall be personally present. Questions arising at a meeting shall be decided by a majority of votes Two directors may at any time summon a meeting of the directors. (67.) The directors shall, at their first or some other meeting after the date of their annual election elect one of their number to be president o\' the company, who shall always when present be chairman of .md preside at all meetings of the directors and shall hold his ofiice until he ceases to be a director, or until .iiuU'ier president has been elected in his stead, and they may in like man- ner elect a vice-president who shall act as chairman in the absence of the president. The directors m.iy also app.iint a secretary, a troasiirer and such other cfficrs as they may deem proper or necessary. (68.) The directors may delegate any ot their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the directors. (691 .\ committee may elect a chiir.nan of their nuetiiig. If no such chairman is elected, ,ir if he IS not present at the time appointed for holding the same, the members present shall choose one of their number to be chairman of such meeting. (70.) A committee may meet and adjourn as they think proper ; questions arising at anv meet- ing shall be determined by a majority of votes of the members present. (71.) .Ml acts done by any meeting of the directors, or of a committee of directors, or by any person acting as a director, s'hall, not withst.tnding that it be aftei ^vards discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director. DlVinENDS, AlCOl'NTS, At'llIT, NOTICES. (72.) The provisions of paragraphs 78 and 7(( inclusive o( Table "A" to the Companies .Act, 1807, shall be deemed to be included in and to form a part of these articles, except that paragraph 82 shall be changed to read as follows ; THE COMPANIES ACT, 1897. SECTION B. THH LIMITED. MEMORANDUM and i^RTlCLES -OF- ASSOCIi^TION, Re-incorporated and Registered the day of 1899 BODWELL & DUFF, VICTORIA, B. C, 1897. ?T1CLES i. ay of 1899 JFF,