IMAGE EVALUATION TEST TARGET (MT-3) 1.0 !f:i^ ilM I.I 2.2 12.0 1.8 11.25 lA mil 1.6 Photographic Sciences Corporation A M m. iP.r :/, "^ iV <^<\ V signifie "A SUIVRE ", le symbole V signifie "FIN ". Maps, plates, charts, etc., may be filmed at different reduction ratios. Those 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 cartes, planches, tableaux, etc., peuvent etre filmds d des taux de reduction diffdrents. Lorsque le document est trop grand pour dtre reproduit en un seul cliche, il est filmd d partir de Tangle supdrieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images n^cessaire. Les diagrammes suivants illustrent la m^thode. 1 2 3 32X 1 2 3 4 5 6 MEMORANDUM \Nli ARTICLES OF ASSOCIATION OF THK Cana&a Jl?ortl)^2IHe0t HanD Companp, L 1 MITE D. REGISTERED 24th JULY. 1882. f a rm >-i INDEX. Memorandum of Association AuTicLES OF Association Constitution Shares Transmission of Shares Forfeiture of Shares Conversion of Shares into Stock Share and Stock Warrants to Bearfr . Capital Borrowing Powers Debenture Stock General >[HETiNa Attorney of Member Votes of Shareholders Management OF Company Remuneration of Directors Proceedings of the Boaud Dividends Accounts Audit Secretary ... Official Seal Ai'.roao Trustees Dissolution OF Company ... Notices ••• ••• PAGE. 1 ••• ••• ••• ••• 6 6 6 9 9 11 11 12 12 13 13 16 17 17 20 21 23 24 25 26 27 28 29 29 '* rp 'he Companies' Acts 1862 to 1880." COMPANY LIMITED BY SHARES. MEMORANDUM OF ASSOCIATION OF ^Ijc Caniitia 4lortj)^^ijalcst |J;mCr (!i;0mp:utn, LIMITED. I. The name of the Company is " Thi; Canada North- West Land Company, Limited." IL The ret^istcred office of the Company will he situate in England. IIL The objects for which the Company is established are : — 1. To acquire a Contract dated Gth June, 1882, entered into between the Canadian Pacific liailway Company and Edmond Boyd Osier, William Bain Scarth, J. Kennedy Tod, and Oliver PL Northcote for the purchase l)y the latter of 5,000,000 acres of land, and cme half interest in Town and Village sites in the North West Province of Canada, part of the land grant of the Canadian Pacific Piailway, all as therein set forth. 2. To purchase, or otherwise acquire, hold, sell, or otherwise dispose of land or real estate in any part of North America, and ships, barges, wharfs and warehouses, or any interest therein respectively. 3. To obtain a Charter of Incorporation of or in name of the Company, or of or in name of any other Company or Association, from the Government of the Dominion of Canada, or of any Province or territory of said Dominion, from the Government of the United States, or of any State of the United States of America, for the purpose of acquiring, or holding or selling of land, or carrying on the other purposes of the Company, or to obtain special statutory powers for these purposes, or any of them. 4. To act as agents or trustees for any Government, individual, or body corporate in the purchase, holding, and sale of land, or in any species of agency or trust business. 5. To u^na' witli iiny iiuliviilual or corporation, so that such in- dividual or corpoviition sliall liavc a pro iiidivixo right, along with the Company, in tlu' whole or any part of the lands purchased liy tlic OnniKiny, and the rent or incomo or i)rice ohtained for such lands. 6. To huild houses, liarns, and other huildings suitahle for the occupation of settlers, or tor tlic carrying on of business in any town or village situated upon or near to the Com- pany's lands; to lay out town lots, and to huild thereon. 7. To horrow money and receive money on deposit or otherwise, with power to give bonds, debentures, or other ob- ligations and sicurity inchuling the liability of ]\[embers lor unpaid calls oruncalled Capital for any money received, or to is>ut' debenture stock, redeemable or in perpetuity, at such rate of interest as may be determined, and at a premium or discount. 8. To break up. cultivate, and occupy land, and fortius purpose to acquire machinery, implements, cattle, and whatever else may be necessary, to make roads, drains, ditches ; to plant trees or shrubs, and generallv to do evervthin" necessary for the proper and profitable cultivation or occupation or development of land, either by the Com- pany itself, or by parties to whom the lands of the Com- pany may from time to time be sold, leased, or by whom they may be occupied. 9. To cut down, carry away, prepare and sell timber on the lands of the Company; to search for, get, work, raise and make merchantable, and sell and dispose of coal, iron, mineral oil, mineral, and other substances, and products of all kinds, on, within, under, or belonging to any property of the Company. 10. To carry on the several businesses of farmers, raisers of live stock, lumbermen, miners, manufacturers, general mer- chants, shipowners, bargemen, wharfingers, warehousemen, dealers in general merchandise, and traders in wheat, corn crops, produce of all kinds, live stock, timber, coal, minerals of all kimls, and their products, or any other substances as aforesaid, or anv of such businesses. *^ 3 11. To construct, met, maintain, itlur l»y the Company or other parties for it, water-mills, works for the utiHsation of water power, or tht' improvement of river navigation, saw-mills, roads, (h-ains, tramways, railways, streets, houses, huil(lin<;s. gas or water-works, works for tlio manufacture or utilisation of electricity, telegrnjilis and tele[)hones, and other works, undertakings and things upon, or in connecticm with lands, estates, and property in which the Company has acquired any interest, and to sell, let or dispose of such works, constructions, and prem- ises, or any of them. 1'2. To buy and sell, and generally to deal in cattle, horses, sheep, and other animals suitable for being reared or employed by the Company, or by settlers upon the lands of the Comi)any ; and also agricultural implements and produce, stores, and all requisites for the use of the Com- pany or settlers. IB. To advance money by way of mortgage, or by way of purchase of mortgages, or of the balance of the price re- maining unpaid under any contract of sale of land, and to re-sell such contracts or mortgages, also to make advances and loans upon the security of land, real estate, corn crops, produce, buildings, live stock, timber, mines, mine- rals, goods, merchandise, and effects of all kinds, or without such security, for the pur]>oses of or in comiection with the improvement and development of the property of the Company, or in furtherance of any of the objects of the Company. 11. To amalgamate with any other Company iloing the same or similar business in North America, or to purchase a charter or franchise of any Company holding or dealing with land, or to purchase and hold the shares of any such Company. 15. To form, bring out or set in operation, and to take or other- wise acquire and hold shares in any other Company, wheresoever domiciled, having objects altogether or iu part similar to those of this Company, or carrying on any business capable of being conducted so as directly or 10. 17, inflircctly to benefit tlii^ rf)nipfiny, provided the liability of sucli otlici- ConiiJiiiiy is limited, mid to ^niiivantee pny- meiit of dividend or interest on the Stocks, Shares or J)ebentures or other obligations of any such Company. To buy or ac(|uire the business or assets of, or unite or ahualgainate with, or absorb any other Company, or any partni'rship earryin;; on any businos.s which tbu Company may legally carry on. To determine that certain of the shares of the Company, issued or unissutid, are to have a preference as regards dividends or capital over other shares, issued or unissued, and also that shares are to rank rateably for dividend according to the amount paid up for the time being. 18. To increase the Capital of the Company, and to determine what preference or priority, if any, the holders of such new shares, or any of them, are to have over existing shareholders. To purchase, or sell, or accept, or indorse bills of exchange or promissory notes. To purchase, and hold, and re-sell municipal debentures, mortgages, railway bonds, school bonds, and other similar securities. 21. To act as emigration agents, and to jn-omote or encourage emigration by making advances of mom y or otherwise. 22. To do all or any of the aforesaid matters and things either alone or jointly with or as Agent for any other Company or any Association, Society, Partnership or person. 23. To do all other things whatsoever incidental to the aforesaid objects. IV. The liability of the Members is limited. V. The Capital of the Company is i,'3,000,000, divided into 300,000 r'aares of £U) each. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company hi pursuance of this Memorandum of Association, and we respectively agree to take the number of shares in the Capital of tlie Company set opposite our respective names. 19. 20. NvMKS. AmiKKSsKS, ANH Dkscrii'Tions of SuuscRmr.RS. Manchf.htku. Kinibolton Cfistlc, Iftints ... HoWi.AND IhiKNNEKHASSKTT. I^livt., M.I'.. "), St. JmHICS Place, [jondoii FiiANK H. Evans. TiiljlxMidcns, Orpiuf^'toii. Kent. Bjinkcr • KK(HNAi.i) Maci.eop, 1H, Hobart Vhn-v, London, Undevwritrr at Llovd's John Kae, M.D.. 4, Addison (lardcns, Kcnsiu,t,fton, London.... \V. B. ScAinir, 'A'l, Toronto Street, Toronto, Canada. Shipowner <.'ai:t.mi;i,!, IIaukison. (i7. LineohTs Inn l''it'lds. London. Soli('it(»r ' No. of Shares taken bv each Subscriber. Tkn. Tkn. Tkx. Tkn. Ten. Tkn, Ti:n. Dati'l till' 'lith ,Ia,>i <:i' Jiilii, iHH-i. Witni'sx fn tlic dliiri' .S'/r/;/.// arcs'. iiKMiV .\. \vil\ti:lv. 07. Lincoln's Inn Fields. London. SnHcit"/-. ARTICLES OF ASSOCIATION (Tbc (i^anatia llortb-c'c^lcst CmD OTompann, LTMITK1>. TT IS AClT^EEl) AS FOLLOWS CONSTITUTION. 1. Tlic iv.uulations coiitaiiica in the Taltlc marked A, in tlie iivst sclicdulf 1() "The Companies" Act, ]8()i>;' shall not apply to this Company, whic-h shall lie j';ovorn<'(l liy the following ivnulntions, oi- such other re,^ulations as shall he suhstitiited tor the same nii(U'i' the pro\isions of tliese Ai'tieles. 2. The Ot'lices of the Company in Ln-Iand shall he siu-h plaee in the City of London as tlie lloard of Directoi's may from time to 1 inie appoint. ■ >. 'L'lie Company shall eonlinue ineorixti'ated notwithstanding' that the whole shares in the Capital may not h,. siihsci-ihed (uv or issr.n', M(l may eomnienee and carry on husiiicss when, in the judi;- nient (.;■•■;,• l^oard of Directors, a snfticiint innuher of shares have 'M. Tlic hiivctoi's. lit I'l'liiiiltci' ciillcd ll'c J'.oiinl, in;iy IVdiii liuic to time mwkr sudi calls uiion the Mciiilicvs ill ri'Spect of all moiicvs i"i|'''i'l '"I llK'ii' slijircs !is tlicy niiiA tliiiik lit. ])r()\iile(l tlnit tliivc Wrcks" notice ill Iciist IS -ivcll of ciicll CllU; Ulld t llilt llo cil II sllilll <\c(v(l I'l ill jiiiiomit or lie lUiidc iit a shorter interval than two months from the call last preceding, and each Meniher shall he liiihle to \)i\\ the amount of calls so made to the persons, and at the times and places ajipointccl by the Board, \vhi(di said jiersons. times, and places shall he notified in the notices to he served on ea(di ^lemher. (I. A call shall he deenied to have been made when the resolution of the Hoard authorising such call was jiassod. 7. If lufoiv or on the day appointed for payment any Membei' does not pay the amount of any call for the payment of which he is liable, then su(di Membei' shall be liable to ptiy interest for the same at such rate as the I'.oard makhi^f su(d] call shall fix, not bein^^ ler-'s than L'.l |)er cent, per annum, from the day apjiointed for payment thereof to the time of the actual jiayment. S. The lioard may, if they thhik tit, receive from any of the ^[embers willing- to advance the same, all or any part of the moneys due upon theii- respective shnres beyond tlu> sums actually paid for : and upon the moniys so paid in advance, or so nmch thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of whi(di such advanc(> 1ms been made, the Hoard nuiy pay interest at su(di rate as tlie Member paying' such sum in ad\ance and the JJoard ai^ree upon. Su(di sums may he afterwards repaid if the .Directors see lit. lb If several [)ersonsare registered as joint-holders of anv share, any one of such persons may nix'e eifectiial recei])ts for any dixideiid payaide in respect of sindi share. 10. No pi'i'son shall be recoM-nised by the Coinpany as bavins- title hi .-niy fractional part of a, share, nor otherwise Ihaii as sole holder or as a joint - /lolder {^ the entirety of siadi share. '1. If two or more person^ shall be re,ui;dered as joint-holders of any share, the I'inht of anvof them deceasin/; shall \csf in the sur- vivors or survivor of sucdi ]iersons. and Hay shall alone be entitled to transfer such shaiv^s. 12. The Comiiaiiy shall have a lirst and paranioinil lien upon ;ill the shares and stock of any j\feniber I'm' ;ill calU due to tli, Conipaii\- l;3. Snl)joct to tlio restrictions of tlicsr pi-est'iits. iuiy ^Member m;iy sell and transfer all or any of his shares, by instrument in wi'itinjif. in tlie foi-in liereinafter ))reseril)e(l. or to the like effect. 14. Till' Company shall keep a hook oi' liooks, to l>e ealled " The llen;ister of Transfers," in which shall he entered the ])articnlars of every transfer or transmission of any sliare. 1'). The Company may allow shares to 1)(- transferred at the oftice of the Com[)any in Toronto. Iti. The instrument of transfer of any share shall he si^med by the transferor and the transferee ; and the transferor shall be deemed the holder of sucdi share nntil the name of the transferee is entered in the re^ijister in resjieot tliei'eof. 17. Shares in the Company may be transferred by any instru- ment made and executed according to tlu' law of England, and transfers of shares in the Company may be in the following form, or to the like (effect, viz : — ■ 1, A. 1>.. of , in consideration of tlic sum of paid to me by ('. 7>.. (»f . ,h) heivl>y ti-ansfer to the said C. 1). share (or shares), immbered , standing in my name in the books of Tnio Canada NoitTTi-WKsr Land Comi'anv. LniiTKi), to hold unto the said C. />.. his executors, administrators. and assigns, subject to the several ronditions on which 1 held the same at the time of the execution thereof : and 1, the said (\ />., do liereby agree to take said share or shares, subject to the same conditions, as witness our liaiids the day of IS. I'efoi'e registration of any transfer, tlie insti'umt nt (»r transfer shall hi' deposited with, and shall thenceforwai'd be k- pt b\- Die Company. '■'• There shall he paid, in ivs])ect of Ihe I'euistration of an\- transfer or transmission of shares, the siun of lis. (Id., or siieli sum as the Hoard IViuii jiiiie (o time may prescribe. 9 20. Tho Bnarrl may docHno to ro^istor any transfer of shares made by a Member who is hidebted to the Comi any in payment of calls. 21. Every Member shall bo entitled to a certificate under the Common Seal of the Company, specifying the share or shares held by him ; and if such certificate be worn out or lost, it may be renewed, if the Board think fit, on payment of Is. 22. The transfer books shall be closed during the fourteen days immediately preceding the Ordinary General Meeting in each year. 23. The Register of Members shall be open for the inspection of Members every day (.not being a Sunday, Saturday, or publu- holiday) between the hours of twelve and two o'clock. TRANSMISSION OF SHARES. 24. The executors or administrators of a deceased Member, or when a share is held by more than one person ,jointl\', the survivors or sm-vivor of such joint holders shall be the only persons recognised by the Company as having any title to his share. 25. Any 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, or in any way other than by transfer, may, upcni such evidence being produced as may from time to time be required by the Board, either be registered liimself as the holder of the share, or elect to have some person, to l)e named by him and approved by the Board, registered as such holder in his stead. 26. If such person shall elect to have his nominee registered in his stead, lie siiall testify his election by executing to his nominee a transfer of the shares ; and he shall not be freed from liability until liis nominee shall have been registered as a holder. FORFEITURE OF SHARES- 27. If any Member fail to i)!iy all or any part of any call on the day appointed for payment thereof, the Board may, at any time thereafter during such time as the call remains unpaid, serve a notice 10 on him requiriiifj him to pay such call, top;other with interest, and any expenses that may have accrued by reason of such non-i)ayment. 28. The notice shall name a day, not l)eing luss than fourteen days from the; date of tlic notice, and a ])lace or places on which or where such call, and all interest and expenses that liave accrued by reason of such non-payment are to hv paid ; and the notice shall also state that, in the event of non-payment, at or before the timr. and at the idace appointed, the shares in respect of which such call was made will bu liable to be forfeited. 21). If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has becii given may, at any timu thereafter before payniunt of all calls, interest, and expenses due in respect thereof liiis l)een made, be forfeited by a resolution of the Uoard to that effect. 80. When shares are so declared to be forfeited, notice of the forfeiture shall be i^iven to the holder of the same, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register. 31. Any share so forfeited shall be deemed to be the property of the Company, and may l>e sold, re-allotted, or otherwise disposed of in such a manner as thv Jioai'd tliinks lit ; aiid the Board may, in in their iibsolute discntion, remit or annul the forfeiture of any share or shares which may have been declared forfeited, upon payment of all arrears, or calls, and of all interests due thereon, together with such a sum of money by way of line as the Board shall determine upon. 32. Any Member whose shnres have been forfeited shall, not- withstanding, be liable to pay to the Company all calls owing u})on such shares at the time of the forfeiture, witli interest (if any) thereon ; but if the Company enforce ihe jiro\isions of this regulation, thvy shall allow t(t the Alemli( rs, as ngainst the amount of such call and interest thereon, and any ex[)ense that may have been hicurred, the value of the shares at tlie time of forfeiture. 33. A statement or declaration in writing, by the Secretary or Managing Director, that the call in respect v)f a share was made, and notice thereof given, and that defiiult in payment of the call was nuide, and that the forfeiture of the share was made by resolution of V • 11 the Directors to that effect, sliall he sufficient evidence of the facts therein stated, as against all persons who would hare heen entitled to such share hut for such forfeiture and such declaration ; and the receipt of the Company iov the price of such share shall constitute a ^^ood title to such share, and a certificate of proprietorship shall he delivered to the purchaser, and thereupon he shall he deemed the holder of such Bhare, discharp;ed from all calls due pri(n- to such purchase, and he shall not he hound to see to the application of the purchase-money, nor shall his title to such shart; he affected hy any irrej^ularity in the pro- ceedings in reference to such forfeiture or sale. CONVERSION OF SHARES INTO STOCK. 34. The Board may, with the sanction of the Company previouslv given in Crenera! greeting, convert any fully paid-up shares into stock. 35. When any shares have heen 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 sultject to the same regulations as, and suhject to which, any shares in the Capital of the Company may he transiV'rred, or as near thereto as circumstances admit. 30. The several holders of stock shall l)e entitled to participate in the dividends and profits of the Company, accoi-ding to the amount of their respective interest in such stock, and such interests shall in proportion to the amount thereof, confer on the holders thereof res- pectively the same privileges and advantages for the purpose of voting at meetings of the Couipiiiiy, iiiid for otlu'r })ur[toses, as would have heen conferred hy shares of equal amount in the Capital of the Company ; hut so that none of such pi'ivileges or advantages, except the participation in the dividends and profits of tlu; Companv, shall he conferred by such aliquot part of Consolidated Stock as would not, if existing in shares, have' conferred such privileges or advantages. SHARE AND STOCK WARRANTS TO BEARER. 37. The Company may, with respect to any share, whether ordinary uv preference, which is fully paid up, or to any stock, whether ordinary or preference, issue undi'r tlu^ Common Seal ji warrant stating that the bearer of the warrant is entitled to the share V • 12 or shcares or stock therein specified, and may provide by coupons or otherwise for the payment of future dividenda on the shares or stock included in said warrants. CAPITAL. 38. The Capital of the Company shall be t'3,000,000, and shall be divided into three hundred thousand shares of i*10 each. 39. The Company may from time to time, by resolution of a General Meeting, increase the existing Capital to any amount, by the creation of any number of new shares, of such amounts and upon such terms, and either with or without ]jreference or priority, as regards dividends or otherwise, over the shares in the then existing or future Capital as the Company may determine. 40. When it is duly resolved to increase the Capital, the Board shall carry the resolution into effect in such manner as they deem most expedient, subject nevertheless to the provisions of the statutes and these presents, and to special directions (if any) given in reference thereto, by the General Meeting at which the increase of Capital has been passed. 41. Any Capital so created shall, except so far as is otherwise directed by any such special resolution, be subject to these presents in the same manner as if it had been part of the original Capital. 42. No part of the Capital of the Company shall be employed in purchasing the shares of the Company. 43. Such of the shares as shall not be taken pursuant to the last clause shall be disposed of by the Board upon such terms and conditions, and to such persons, as they shall think proper. BORROWING POWERS. 44. The Company may borrow money and issue Bonds, Deben- tures, or other Obligations at any time, and in any form or manner, upon any terms, and for any amount which the Board may from time to time determine, subject the following conditions :— (1.) Bonds, Debentures, or Obligations may be issued when- ever the Board may resolve to commence business. 13 (2.) The total amount of such Bonds, Debentures, or Obli- gations for the time being shall not exceed one-half of the subscribed Share Capital of the Company for the time being, but for the purposes of these presents the granting or indorsing of a Bill of Exchange, or Promissory-note, for the purpose of discount, or the negotiation of any such Bill or Note, shall not be held to be an obligation of the Company. DEBENTURE STOCK- 45. The Company may from time to time, by special resolution, raise all or any part of the money which, for the time being, they have raised or are authorised to raise, by borrowing under and in terms of the provisions of these presents by the creation and issue at such times, in such amounts, and manner, on such terms, and sultject to such con- ditions,and with such rights and privileges as the Company thinks fit, of a security to be called Debenture Stock, instead of, and to an amount not exceeding the money which may for the time being be owing by the Company and raised under the provisions of these pre- sents, or which they may from time to time have power to raise under such provisions, and may attach to the stock so created and issued such fixed and perpetual preferential interest not exceeding the rate of six pounds per centum per annum, payable half-yearly or otherwise, and commencing at once, or at any future time or times, when as the Debenture Stock is issued, or otherwise, as the Company thinks fit. 46. The Debenture Stock shall be either irredeemable or redeem- able as shall be determined by the special resolution creating such Stock. 47. Any Debentures, Mortgage Debentures, or Debenture Stock, or other security, may be issued at a discount, at a premium, or otherwise. GENER AL MEETING. 48. The General Meetings of the Company shall be held yearly, in the month of June, in London. But the first General Meeting 14 sliall be helfl within four months from the registration of the Company, at such time and phico as the Board may determine. The above- mentioned General Meetings of the C()m})any shall be called Ordinary Meetings ; and all other General Meetings shall be called Extra- ordinary General Meetings. The General Meetings shall be held at the Ol'tice of the Company, or at such other place as the Board shall from time to time aj^point. 40. The Board may, whenever they think fit, and they shall upon a re(piisition made in writing l)y any number of Members not being less than twenty-five, and representing in the aggregate Capital to the amount of one hundred thousand })Ounds, convene an Extraordinary General Meeting. 50. Any requisition so made by the Members sliall express the object of the IMeeting proposed to be called, and shall be left at the Oftice of the Company. 51. Upon the receipt of such requisition the Board shall forth- with proceed to convene an Extraordinary General Meeting. If they do not proceed to convene the same within twenty-one days from the date of the delivery of such requisition at the Head Office of the Com- pany, the re{juisitionists, or any other ]\[embers holding the required numljer of shares, and representing the required amount of Capital, may themselves convene an Extraordinary General Meeting. 52. Fourteen days' notice at the least, specifying the place, the day, the hour of meeting, and the purp(»se for which any General Meeting is t) be held, shall be given in such manner, as may be prescribed by the Xioard. 53. Resolutions not previously approved by the Board cannot be moved by any Member at a General Meeting, unless he has given at least ten days' previous notice to the Board of his intention to do so, by leaving a copy of the resolutions proposed at the Office of the Company. 54. A General Meeting of the Company may authorise the Board to make Bye-Laws, for the regulation of the Company. 55. No business shall l)e transacted at any General Meeting except the declaration of a Dividcnid, unless seven Members are present at the commencement of such business. 15 rA). If within half iiii hour from the time appointed for thoMoct- iiij^S tliu rcipiiri'd iuiiul»ir of Mi-nihcrs is not [)rt'scut, the MoL'ting, if cou- veuccl upon tht' rtifjuiriitiou of M(>m1)(,'rs, shall bo dissolved. In any other case it nij\y he adjourned by the Chairman to sucdi time and place as he shall appoint ; and if at surdi adjourned Meeting the required number of Meml)ers is not present tliDsr Meml)ers who are present shall proceed to the business for which the Meeting was called. 57. The Chnirman (if any) of the Board shall preside as Chaii- man at every General Meeting of the Company. 58. If there is no such Chairman, or if at any General Meeting he is not present at tlu; time of holding the same, the Members present shall choose another Chairman of such Meeting. 59. The Chairman may, with consent of the Meeting, adjourn any Meeting from time to time and tVom place to place, but no business shall be transacted at any adjourned Meeting other than the business left unhuishcd at the Meetiog from which the adjournment took place. 60. If any General ^Meeting shall be adjourned for more than fourteen days, notice of such adjournment shall be given in terms of Article 52. 01. At every Ordinary or Extraordinary General Mei'ting, all matters which shall come under the consideration of such meeti' g shall, unless a poll is demanded, as hereinafter mentioned, be decided by show of hands or by a simi)ly majority of the votes of the Members personally present, i-ach Membei' being considered to have one vote in respect of each share held by him ; and in all cases where the votes are equal, the Chairman of the meeting shall have a casting or second vote. Provided, nevertheless, that if any live or more Members personally present at any General Meeting, and holding capital to the extent of £-2U,00(), shall demand a poll, such poll shall be taken either at or before the conclusion of such meeting, or at any other time (within seven days) after the conclusion of such meeting, and in such maimer as the chairman shall direct ; and at such poll every Member present, either in person oi' by proxy, shall be considered entitled to such numbi'r of votes in respect of the shares held by him as ia here- inafter provided, 62. At any General Meeting, unless a poll be demanded as afore- said, a declaration by the Chairman that a resolution has been carried. 16 and fin entry to that of^oct in tlie book of the proceodinss of the Com- pnny, Bhall he Hntlicient evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resohition. G3. Votes may be ;^dven either personally or by proxy, or by attorney as hereinafter mentioned; but every proxy must be a member of the Company, and shall be ajjpointed in writing, under the hand of the appointer, or if sncii itppointer is a Corporation, under their Com- mon Seal. The papers appointing proxies must be lodged with the Secretary at least twenty-four hours before the i)roxy shall be entitled to act thereunder. 64. Appointments of proxies may be in the form or to the effect following, and the signatures of the parties need not be attested by witnesses ; — 1, the undersigned , one of the Members in The Canada North-West Land Company, Limited, do hereby appoint to l)e my proxy, to vote and act fur me at the General ^Meeting of the Company which is tobe hnhhnon the day of , and at eviry adjournment of the same General Meeting, and at cA ery poll which may respectively take place in consequence thereof. Dated this day of one thousand eight hundred and Or in such other form as the Board shall from time to time appoint ; a:\d no proxy shall have any force or effect except for the particular meeting for which the same was given, and for every adjournment thereof, and for every poll which may take place at or in consequence of any such Meeting or adjournment thereof. (jy. At any general Meeting at which a poll is held, the Chairman shall, in the event of the votes being equal, have a second or casting vote. ATTORNEY OF MEMBER. GG. Any Member may, by power of attorney duly executed in the presence of one witness at least, appoint an attorney (being a Member) to act on his behalf at all meetings of the Company, and such power of attorney shall, at least twenty-four hours before the attorney shall be entitled to act thereunder, be deposited at the Eegistered t: a I 17 , Ollicc of the Company, tofjetliev with such ovidvuce of the due execu- tiou thereof as thu Du-cctors may ruquiiv. 07. The iittorney so iippointed as iiforesaicl may, whilst he con- tinues a Member, and wliile the power of attorney shall nniaiu in for(3e, attend at and take part in the proci'edin^'s of, and vote at all Meetings of the Company in the same manner as the constituent him- self could do if personally present. VOTES OF SHAREHOLDEFiS. (J8. Every Member shall have one vote for every ten shares held by him, but no Member shall be entitled to more than one thousand votes. 09. If any Member is a lunatic or idiot, or )ion compos mottis, ho may vote by his coamiittee, caralor hoiii.^, or other le<^al curator; and if any Member is a minor, he may vote by his guardian, tutor or curator, or any one of his guardians, tutors, or curators, if more than one. 70. If two or more persons are jointly entitled to a share or shares, the person whoso name stands first on the Register 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. 71. No Member shall be entitled to vote or take part at any (iencral Meeting unless all calls diie from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired by bequest, or by marriage, or by succession to an intestate's estate. No person shall be appointed a proxy who is not a Men^ber, and the instrument or mandate appoint- ing him shall be ileposited at the Kegistered Ohice of the Company not less than twenty-four hours before the time of holding of the meeting at which he proposes to vote ; but no instrument a})pointing a proxy sliall be valid after the expiration of six months from the date of its execution, unless in cases of adjournment of any meeting first held previously to the expiration of that time. A proxy appointed by a Corporation need not be a Member of the Company. MANAGEMENT OF THE COMPANY. 7'2. The nuiuagement of the affairs of the Company is vested in a JJoard of J)irectors who arc vested with full powers for the adminis- tration of the affairs of the Company, with p-^wer to carry out all or any of the objects of the Company, and with full power of control (>ver i 18 all i)voc('f(lin<,'H in Cuiiiula, mid ;iiiy oWwv | Imcc or iilupcs Avlicro the business of tlic Coniitiiin iiuiv lie '•iivvicd on, mid mnv cirrv on tlio 111 ft • business of tlu' Compuny in siu Ii iiKinucr ms in tlicir jud^'nicnt luul discretion they niiiy think most cxix'dicnt, iind nniy I'Vcvcise for this ])uri)os(' iill sueli powers, and do al! >ii(di acts and tiling's as tiro nut by the Companies' Acts, ls(»"2 to l.s.SO. nr these presents, directed or re(|uired to l)e exercised hy the C'onipauy in (leiierjil Meetinii,', sidtject, nevertheless, to the provisions of the said Ads and of these presents, and snhject also to such valid re,uulati()ns as may he from time to time prescribed by the Company in General l\[eetin<,'; l)nt no rt ;j;ulatioii made by the Company in (leiieral Mi'etin.i; sliall in\alidatc any prior act of the lioard wliich would have been valid if the re,u;ala!ion had not been made. 73. Subject to the control of the I'oard and to the provisions of tliese Articles, the Directors resident in Canada toj,'ether with siudi other persons uf any) as may he appointed l)y the Jjoard, ma} form a local Canadian Board a'.id may have dele,t;ate(l to them I lie power to direct the proceedin. The Members of the Board are not to be liable personally for any acts done on behalf of the Comi)any. 70. The first JJirectors uf the Com})any shall he, His (Irace TiiK Duke ov Mancukstki:, K.P., Chairman ; The iiijjht. lion. Loun Elphinstonk ; Sin Gi;oi;aE Wvr.nENDEi!, of Lochend, Bart.; Siii KowLAND Blenneiuiassett, Bart., M.P. ; Fi;ank H. Evans, Esq., Melville, Evans t'v Co., Bankers ; A. B. (iuEXFELL, I'^sq., Director of the Land Corporation of Canada (Limited) ; Sa-aiuee (Iunn, ivsq., Glasgow EE(iiNALn Maclkod, Esq., of ^facleo I ; W. .T. AFenzies, Esq., W.S., 12u, George Street, Hdiuhurgh ; Jonx Bae, Esq., F.Il.S., London; EoBERT You.no, Esq., Merchant, Glasgow ; The Hon. I)onai,d A. Smith, Montreal, and Silver Heights, ^lanitoba; E. 13. Oslei:, Es(|., Toronto^ Canada ; Alexandeu G. Bamsav, Esq., Hamilton, Canada ; W. B. Scarth, Esq , Toronto, Cauada. 77. The ih-st Board of Director:^, and any other Directors appointed by the Board, shal.' continue iu ollice until the Ordinary 19 ^[oi'tin;^ in tile yt'iir 188:5, tit which jk liod liicj shiiU iiil rt'tirc from ollifi', \>n[ shall 1k' (•li-il)ii' lor rt'-cKctioii. IH. Tile Ahiximiiiu muuhtr of biri'ctors shull I'C liftot a, uiul the ininimuiu muiihcr .>,hall l)f iiim;. T'.l. At the Ui'iliuaiy ^h'ctiii;^' ill cvtiT \riir .suhsi'iiiiont to 18H:], oiiu-third ol' the ^huilicis .it' the iloaiil U>v tli( liiUf l)i.'iii;4, or if the immlicr is not a laultiplc df ihrti', thiu the numlnr iiriirrst oiiu-thinl shall ri'tirc Worn ol'ticc. HO. The one-third or nearest numher to retire diiriiiL!; tlie lu-st an on any question involving any contract with such other Company, or in relation thereto. 80. Vacancies which occur otherwise than by the retirement l)y rotation may ])e filled up liy the remaining Members of the Jjoard, by the election of a member of the Company duly qualified, but such person shall retain his oftice so long only as the vacating Member would have retained the same if no vacancy had occured. REMUNERATION OF DIRECTORS. 87. The Members of the Board shall be paid all travelling ex- penefs or other actual outlay on behalf of the Company. 21 88. The Directors shall be entitled to a sum not exceeding £3,000 for their services in each and every year, and after payment of a dividend on the Ordinary Share Capital they may if they please raise their remuneration to 1'5,0(I0 per annum, and the Directors' remune- ration may he increased or diminished hy the Company in General Meeting. 89. The moneys so allowed shall he divided amongst the Memhers of the Board (exclusive of any Managing Directors), in such manner as the Board may from time to time determine. PROCEEDINGS OF THE BOARD. 90. The Board may meet for the despatch of hus'ness, adjourn, and otherwise regulate its i^Ieetings and proceedings as it thinks fit, it may meet at the office of the Company or elsewhere as may be agreed on, and a majority may determine the quorum (but such quorum shall not be less than live) necessary present in person for the transaction of business. Questions arising at any Meeting shall be dL'tcrmined by a majority of votes. In case of any ecpiality of votes, the Chairman, in addition to his original vote, shall have a casting vote. Two Members may at any time summon a Meeting of the Board. In view of the large interests to be held in Scotland and in Canada, and of the con- stant supervision which the Directors in such countries will be com- pelled to give to the Company's business there, it shall l)e lawful for every absent Director to nominate any other Member of the Board his proxy, but no Member shall hold more than two proxies. Any Minute of the Board if signed by three-fourths of tlie Directors shall have the same force and effect as if passed at a meeting of the Board. 91. The Board shall, at their first Meeting in each year, elect a Chairman of their Meetings ; but if at any Meeting the Chairman is not present at the time appointed for holding the same, the Directors present shall choose some one of their numl)er to be Chairman of such Meeting. 92. The Board may delegate all or any of its ])()W(>rs to Com- mittees, or local Boards, consisting of such Members of the Board or other persons as it thinks tit ; any Committee or local Board so formed shall, in the exercise of the powers so delegated, conform to any re'^ulatious that may be imposed on them by the Board. Tlie Board may also delegate all or any of its powers to its Managing Director or Manager. 93. A Committee or local Board may elect a Chairman of their Meetings. If no such Chairman is elected, or if he is not present ! 22 at the time appointed for holding the same, the Directors present shall choose one of their nuraher to ho Chairman of such Meeting. 94. A Committee or local Board may meet and adjourn as they think proper. Questions at any Meeting shall he determined hy a majority of votes of the Directors present; and in case of an equal division of votes, the Chairman shall have a casting vote. 95. AH acts done by any Board or Committee, or by any person acting as a ^lember, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Member or person acting as aforesaid, or that they or any of them were disquiililied, be as valid as if every such person had been duly appointed and was ([ualified to be a Member. 96. The Board shall cause Minutes to be made— Of all appointments of Ofiicers, Managers or Agents ; Of the names of the Directors present at each Board and Committee ; Of all orders made ; and Of all resolutions and proceedings of Meetings of the Company, and of the Board and Committees of Directors and local Boards. 97. Any such ^linute, if signed by any person purporting to be the Chairman of any Meeting of the Board, Committee, or local Board or Meetings of the Company, shall be receivable in evidence without any further proof. 98. T'le Company in General Meeting may, by a special reso- lution, remove all or any of the MembertJ of tbe Board before the expiration of his or their period of oi'tice, and appoint one or more (pialilied Members in his place. The Member so appointed shall hold ollice during such time only as the Member of the Board in whose place he is a])pointed would have held the same if he had not been removed. 99. The Board may without the sanction of a General Meeting acquire the l)usiness and assets, or part of them, of the Land Corpora- lion of Canada, ijimited, and of the North- West Canada Company, Limited, or eitlier of them, and may pay for such assets such sum either in eash or Shai'es of the Com})any, or partly the one and partly the other, as they may see lit. 23 100. The Board may, upon such terms as they think fit, but su])joct to approval of a General Afeeting of the Company, and to tlie givhig of the requisite notice for such Meeting, amalgamate with, or purchase, or acquire the business and property of any company, partnership, or person carrying on any business included amongst the objects of this Company, as specified in the .Memorandum °of Association, and may pay for the same either in cash or in shares, to be treated as either wholly or in part paid ui), or partly in cash and partly in such shares, or in such other manner as the said Board may from time to time deem expedient. 101. The proceedings of (.very local Board shall be conducted in the same manner as the proceedings of the Board. Copies of all proceedings of every local Board shall be sent to the head office in London within one month of the same taking place. DIVIDENDS. 102. The Board may, with the sanction of the Company at the Ordinary General xMeeting, declare a Bividend or Bonus to be paid to the Members, and the Directors, without such Meeting, may pay to the Shareholders, half-yearly in t'very year, on account of Bividend, such sum as they may think lit, but after 1884 the same shall he not exceeding the rate per annum sanctioned at the last Ordinary Gen- eral Meeting. 103 Before ascertaining the profit in any year tlu; Directors shall set apart at least 11/- for each acre sold during the year and one-half the sums received for Town and \'jllage sites, and the balance remaining of sale monies shall be considered profits arising from the business of the Company. No J)ividend shall be payable except out of the profits arising from the business of the Company. 104. The Board may, before recommending any Dividend or Bonus, set aside, out of the profits of the Company, such sum as they think proper as a Keserved Fund, to meet contingencies, or for equahsnig dividends, or for repairing or maintaining l)ui]dings or premises of the Company, or any part thereof, and the Board may invest or apply the sum so set apart as a Keserved Fund in paying off debentures repaying Capital or paying up any unpaid portions of Capital or in [)romoting the business of the Company or upon such securities as they may think tit, and the Board may also invest or 24 apply the sum set apart under the last preceding Article in paying off Debentures, repaying Cfipital, or in promoting the business of the Company, or upon such securities as they may think lit. 105. The JJoard may deduct from the dividends or Interest payable to any Member all such sums of money as may be due from him to the Company on account of calls or otherwise. 106. Notice of any 1 )ividend or payment of Interest that may have been declared shall be given to each Member, or sent by post or otherwise to his registered place of abode. 107. No Dividend or Interest shall bear interest as against the Company. 108. All Dividends or Interest payable in respect of any shares, which, at the time of the Declaration of Dividend or Interest, shall have no legal owner on the Company's register, shall accumulate for, and be paid to, the person next afterwards registered in respect of such shares. ACCOUNTS. 109. The Board shall cause true Accounts to be kept of the state and description of the several Investments made with and by the Company, of the sums of money received and expended by the Com- pany, and the matters in respect of which such receipts and expendi- ture have taken place, and of the mortgages, bonds, debentures, ol)ligations, liabilities, securities, credits, assets, dealings, and trans- actions of the Company. The books of accounts shall be kept at the principal office of the Company, and, subject to any reasonable restrictions as to the time and manner of inspection the same that may l)e imposed by the Board, shall be open to the inspection of the Mi'uibers during the hours of business. Separate books of accounts sliiiU be kept at the offices of the Company in Scotland, and at each office of the Company in Canada, or elsewhere. 110. At the Annual General Meeting in every year the Board shall lay before the Company a statement of the income and expendi- ture of the past year, made up to the 31st day of March last pre- ceding. 111. The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing 25 the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the estaliUshnient, salaries, and other hke matters. 112. All expenses incurred in the establishment of tbe Company shall be considered preliminary expens< s, and shall be entered in the books and dealt with as such. 113. A Balance-sheet shall be made out to the 31st day of March in every year and laid before the Ordinary General Meeting of the Company; and such Balance-sheet shall contain a faithful summary of the property, securities, and liabilities of the Company arranged under suitable heads. 114. A printed copy of such Balance-sheet shall, at least seven days previously to such meeting, be delivered at or sent by post to the registered address of every Member. 115. Every Account, when audited and approved by a General Meeting, shall be conclusive, except as regards any error discovered therein within three months next after the approval thereof. AMien- ever any such error is discovered within that period, tlie Account shall forthwith be corrected, and thenceforth shall be conclusive. AUDIT. 116. The Accoimts of the Company shall be examined, and the correctness of the Balance-sheet ascertained, by one or more Auditor or Auditors in Great Britain, and one or more Auditors in Canada. 117. The first Auditor or Auditors shall be appointed by the Board, and sliall act until the Ordinary General Meeting in the year 1884. Subsequent Auditors shall be appointed by the Company in General Meeting. 118. An Auditor need not be a ]\[eniber of the Company. Xo person shall be eligible as an Auditor who is interested otherwise than as a Member in any transaction of the Comiiany, and no Director or other Officer of the Company shall be eligible as Auditor during his continuance in office. 111). The election of Auditors shall be made by the Company at their Ordinary General Meeting in each year. 120. The remuneration of the first Auditors shall be fixed by the Board ; that of subseijuent Auditors shall be fixed by the Company in General Meeting. 121. Any Auditor shall be re-eligible on his quitting office. 26 122. If iiny casual vacancy occurs in the office of Auditor, the Bi.avd may temporarily till uj) the same until the next Geucral Meet- ing of the Company, when such vacancy shall be hlled up by the Meeting. 12:5. If no election of Auditor or Auditors is made in manner af()resaid, the IJoard of Trade may, on the application of onu-hi'th in number of the Mtanbta's of the Company, appoint an Auditor for the current year, and hx the rLinuneration to be paid to him by the Com- pany for his services, 12 J. Every Auditor shall be supplied with a copy of the iJalanee- sheet, and it shall be his duty to examine the same, with accounts and vouchers relating thereto. 113. ]-iVery Auditor shall have a list delia^red to him of all books kept by the Company, and he shall, at all reasonable times, have access to the books and accounts of the Company. He may, at the expense of the Company, employ accountants or other persons to assist him in investigating such accounts : aiul he may, in relation to such accounts, examine the Directors or any other Officer of the Comi)any. 12(3. The Auditors shall make a report to the Members upon the Balance-sheet and Accounts, and in every such report they shall staie whether, in their opinion, the Balance-sheet is a full and fair balance- sheet, containing the particulars required by these Articles, and pro- perly drawn up so as to exhiltit a true and correct view of the state of the Company's affairs ; and in case they have called for explaiuitions or infornuition from the Board, whether sueh explanations or imfor- mation have Itet'u given liy the Board, and whether they have been satisfactory ; and sueh report shall be read, together with the report of tlie Jjoard, at tlie Ordinary General Meeting. SEC RETARY. 127. The Managing Director, ]ilanagi'r or Secretary, shall, under the diret'liou of the iJoard, have charge of the books and accounts of the Company, comluct the eorresp.)ndenee on its behalf, and perform such other duties as may from time to time be required iiy the Board. The Board nuiy ai)[)nint a tiiuporary substitute tor the Managing Director, ^Manager or Secretary, who shall for all the purposes of these Artiides be deemed the Managing Director, Manager or Secretary duruig the period of such appointment. 27 128. Tlio Comrann Seal of the Company sball bo in the joint custody of the Sccrctui-y and ihv Chairman of the liroad, or of anv Director in liis alisence, Ijut shall not )l' afiixud to any document except l)y order oi the Board. POWER TO COMPANY TO HAVE OFFICIAL SEAL ABROAD, I'Ji). As the Company's laisiness is to l)e carried on in countries not situate in tln' I'nited Kingdom, and as it is convenient and desir- able that contracts and engagements may he entered into on l)ehalf of the Company in such countries in name of the Company, the Directors may cause to be prepared an Ol'ticial Heal, for and to be used in any place, district, or territory situated out of the United Kiuj^dom in which the business of tlie Company shall be carried on : and every such Official Seal may and shall be a jarn'miilc of, or as nearly as practicable afitrs'nnili' of tlie Common Seal of tlie Company, -with the exception tliat on the face thereof shall l)e inscribed the name of each and every place, district, or territory in and foi' which it is to l)e used. And the Directors may from time to tinu' break u[) and renew any ol'ticial seal or seals, and vary the limits Avithin which it is intended to be used. 130. The Directors may from time to time, by any instrument or instruments in writing under the Common Seal of the Company, em- power any agent or agents by them specially appointed for the purpose, or any board, committee, manager, or conmnssioner appointed under the provisions of the Articles in any place, district, or territory situate out ot the United Kingdom wdiere the business of the Company shall for the time being be carried on, to alKx such Official Seal to any deed, contract, or other instrument to which the Company is or shall be made a party in such place, district or territory. And no other order of the C(.)mpany or the Board of Directors shall be necessary to authorise any such seal to be affixed to any deed, contract, or other instrument. The Canada Board for the time being shall have power, without any special order of the ]]oard or instrument under the Com- mon Seal of the Company, to use and affix an OtHcial Seal applicable to the whole of Canada, and on which seal shall be inscribed the words " Dominion of Canada." 131. Every power granted unuer the last preceding clause shall, as between the Company, their successors and assigns, on the one hand, and person or persons dealing with the agent or agents, board, committee, manager, or commissioner named in the instrument con- 28 ferringthe power, and all parties claiminp; through or under such person or persons, on the other hand, continue in force during the period (if any) mentioned in the instrmuent conferring the power ; or if no period he there mentioned, then until notice of the revocation or determination of the power shall have heen given to such person or persons, as aforesaid. 132. Whenever any such Official Seal as aforesaid shall he affixed to any document, the person iiffixing the same shall, by writing under his hand, and written on the document to which the seal may have heen affixed, certify the date when and the place where the same was affixed ; and any document to which any such seal shall have heen duly affixed within the district or territory or place, the name whereof is inscribed on such seal, shall bind the Company in the same way and to the same extent, and have the same force and effect as if it had been duly sealed with the Common Seal of the Company. TRUSTEES. 133. Trustees in the United Kingdom and Canada, may befron: time to time appointed by the Board, and there may be such number of Trustees as the Board may think fit. The office of Trustee shall be held by the person appointed thereto until his death or resignation, unless he should be previously removed therefrom by the Board ; and all investments on behalf of the Company in the United Kingdom, whether on account of the Ees.vved Fund or otherwise, and all con- tracts and engagements made and entered into, and conveyance and leases taken and entered into by the Company in the United Kingdom, may be made in the name or names of one or more of the Trustees, or in the name of the Company, as the Board may think fit. 134. Investments on behalf of the Company, and mortgages, conveyances, and leases taken on behalf of the Company, and con- tracts and engagements entered into in Canada, may be made either in the name of the Company or in the name or names of one or more of the Trustees, or such other Officer or person as the Board may determine ; and the receipt of any two or more of the Members of the Board for the time being, for the repayment or release of any moneys, securities, or other property intrusted to or vested in the trustees in the United Kingdom, shall be a sufficient discharge to such Trustees, and the receipt of such Local Agent or Agents, or such other person or persons as the Board may specially appoint for the purpose, shah be 29 a sufficient discharge to the Trustees for the reprcjment "or i-cleasc of any moneys, securities, or other property which may be intrusted to or vested in them there. DISSOLUTION OF THE COMPANY. 135. The dissolution of the Company may be determined on liy the Company for any purpose whatever, and whether the object hv the absolute and final extinguishment of the Company, or the reconstruct- tion or modification of the Company, or the amalgamation of th(> Company with any other Company, or any other object. 13G. Whenever it shall appear to the Board that three-fourths of the Capital of the Company is lost, they shall summon an Extra- ordinary General Meeting to consider whether or not the Company shall be dissolved and wound up. NOTICES. 137. Notices requiring to be served by the Company upon the Shareholders may be served upon each Shareholder, either personally or by leaving the same for, or sending them through the post in an envelope or wrapper addressed to such Shareholder, at his registered address, if any, and where there is no other registered address, then to or at the Company's Office. 138. Any notice, if .served by post, shall be deemed to have been served at the time when the envelope or wrapper containing the same was posted, and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed, having regard to the preceding article, and put into the post-office, 139. All Notices directed to be given to the Shareholders shall with respect to any share to which persons are jointly entitled be given to whichever of the said persons is named first on the Register of Shareholders, and notice so given shall be sufficient notice to all the proprietors of such share. 140. All Notices required by " The Companies' Act, 18G2," or those presents, to be given by advertisement, shall l)e advertised once in some London daily Newspaper, and once also in some Edinburgh daily Newspaper. 30 Manc "KSTER, Ki T^OWI.A.ND I3i, KNN'I' mbolton liHASSI' Castle i"i', Bart., :\f.p 5, St. James Place, London. 'R'^Mv II. Kv.vns, Tulb end ens, ^'"n^' Strc.et. Toronto, Can, idf Cautmell PLvrrisox 'S]ii|)o wner. ^>7, Lincoln's Inn Field s, London. Solicit or. mtness to the above Signatures, HEx\RY A. WHATELY, ^7, Lincoln's Inn Fields, Lond on. Solicitor. BERS. 'i London. t Lloyd's. owner, icitor. Uor.