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(11

/ Q THE

) .

LIMITED

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|aemoratt"tittm

of association

AND

articles of association.

BIRCHAM,

DALRYMPLE, & DRAKE,

SOLICI'TORS.
26, Old Broad Street, E.C

^j d^J-A,

■ ''z •"

Jttemoranlrum of Association*

1. The name of the Companjr is " The North-West Transit
Company Limited."

2. The registered office of the Company is to be established in
England.

3. The objects for which the Company are established are the
providing, by the construction of Roads, Railroads, Tramways, Steam-
boats, Navigations, Canals, or otherwise, facilities for theconvoyance
and transit of Mails, Passengers, and Goods to and from the Pro-
vinces of Canada and British Columbia, and the districts contiguous
to those Provinces ; and also between any points on the Pacific Ocean,
and for the doing of all such things as the Company from time to
time think incidental or conducive to the attainment of those objects
respectively, and to the proper or convenient working and accom-
modation of the traffic so conveyed.

4. The liability of the Shareholders is limited.

5. The nominal capital of the Company is Two hundred thousand
pounds, in Twenty thousand shares of Ten pounds each.

6. We, the several persons whose names and addresses are subscribed,
are desirous of being formed into a Company, in pursuance of this
Memorandum of Association, and we respectively agree to take the
number of shares in the capital of the Company set opposite to our

respective names.

A 2

■M i WBW a

Names and Addresses of Subsc^ribers.

No. of Shares

taken by each

Subscriber.

Dated this eighth day of
and fifty-nine.

Witness to the above signatures,

One thousand eight hundred

Articles of Association*

Bt an Act of the Legislative Assembly of Canada (hereinafter
called the Canadian Act), which received the Royal Assent on the
sixteenth of August, One thousand eight hundred and fifty-eight, a
Company was incorporated by the name of " The North- West
Transportation, Navigation, and Railway Company" (hereinafter
called " The Canadian Company"), with a share capital of One
hundred thousand pounds, in Twenty thousand shares of Five pounds
each, with power to increase that capital, as in the Act men-
tioned. It was, by the Canadian Act, enacted that it should be
lawful for the Governor in Council, upon the report of the Commis-
sioners of Crown Lands, to authorise the Canadian Company to
enter upon any ungranted lands of the Crown, and to make and
establish facilities for the purposes of transportation, traffic, and
trade, and for such purposes to build roads, tramways, railways, or
canals, between navigable water, and to improve or render
navigable watercourses, or channels of water communication, from
any place or places on the shores of Lake Superior to any
point in the interior, or between any navigable waters within
the limits of Canada ; and to build wharves, erect warehouses,
stores, and other buildings, or any other works wheree.er the
same might be deemed expedient, and to sell, or grant to the
Canadian Company the lands necessary for those purposes. The
Canadian Act also declared that it should be lawful for the Canadian
Company to construct, acquire, charter, navigate and maintain boats,
vessels, and steam-vessels for carrying on trade, and conveying goods
and other traflic and passengers, on Lakes Huron and Superior, and
on the lakes and rivers lying to the northward and to the westward
of Lake Superior, and being within the limits of Canada, and vice
versa, and steam and other vessels for all business and purposes

omw-is.mk^x,».4.-uJhi'iti\i^.m

cormoctcd thciovvitli anil iho profitable prosecution tlieroof, and sliould
have power to buy, and sell, and trade, as might be deemed
expedient ; and to make contracts and agreements, with any person
or persons whatsoever for the purposes aforesaid or otherwise, for
the benefit of the Canadian Company.

It is intended, with a view of giving greater and more complete
effect to the objects authorised by the Canadian Act, and of extending
the proposed operations into the Province of British Colombia and to
the Pacific Ocean, that the Shareholders in the Canadian Com])ariy
should bo associated with the Shareholders in this Company so as to
form one undertaking. And, in furtherance of that intention, it is
proposed that application should bo made by the Canadian Company
to the Canadian Legislature for an Act, transferring the powers
granted by the Canadian Act to, and vesting the privileges by that
Act granted, in the associated Company. And it is also intended
that an application should be made to her Majesty's Government by
the Company for a grant of such powers and privileges, as may bo
necessary or expedient for the successful carrying out jf the objects
of the Company, in reference to the Province of British Columbia.

It is a fundamental principle of the Company that they shall not
deprive their Shareholders of the security of a Company with limited
liability.

It is, therefore, agreed as follows : —

,r^

artapter i.— interpretation.

Article i. In the interpretation of these presents the following
words and expressions have the following meanings, unless ixciuded
by the subject or context, viz. : —

I. "The Company" and "The Associated Company" mean

" The North West Transit Company, Limited."

II. " The Canadian Company" means " The North West Trans-

portation, Navigation, and Railway Company," incorporated
by the Act of the Legislative Assembly of Canada, which
received the Royal assent on sixteenth August, One
thousand eight hundred and fifty-eight.

III. " The United Kingdom" means the United Kingdom of
Great Britain and Ireland.

IV". '• The Acis" mean.s and includes The Joint Stock Com-

IA/»

Jao'^

Ojf-^H

panics' Acts of 185G and 1857, a/id any and overy other Act
of Parliament from time to tiiho in forco concerning Joint
Stock Companies, and affoctir/g the Company, and any and
overy statute or law of tlie^Prnvinca. of Canada, and any
and every Act or Charter relating to the Province of British
Columbia respectively from time to time in forco and affect-
ing the Company.

V. " Theso Presents" moans and includes the Memorandum of

Association of the Company and these Articles of Asso-
ciation, and the regulations of the Company from time to
time in force.

VI. " Special Resolution" moans a special resolution of a general
meeting, passed by at least three-fifths of the votes of the
Shareholders present personally or by proxy thereat.

VIT. " Capital" means the capital from time to time of the Com-
pany.

VIII. " Shares" moans the shares from time to time in the
capital.

IX. "English Shares" and "Canadian Shares" respectively
mean the shares which from time to time are so classified
according to these presents.

X. " Directors" means the Directors from time to time of the

Company, or, as the case may bo, the Directors assembled
•at a Board.
XL "Auditors," "Bankers," "Solicitors," " Secretary," mean
those respective officers from time to time of the Company.

XII. " Officers" means the officers from time to time of the
Company.

XIII. "OiJinary Meeting" means an ordinary general meeting
of the Company duly called and constituted, and any ad-
journed holding thereof.

XIV. " Extraordinary Meeting" means an extraordinary general
meeting of the Company duly called and constituted, and
any adjourned holding thereof.

••'~^¥:' **• 0«iwral "^Meeting" means w n wd iaaTy meeting, or an
■extraordinary meeting, and-any -((eijottrned holding thereof
respecfively.

XVI. "Board" moans a meeting of the Directors duly constituted.
XVI*" " Office" means the registered office from time to time of
the Company.

XVIIT. " Seal" moans the common acal from time to timo of the
Compiiny.

XIX. " Month" means calendar month.

XX. Words importing tho singular number only, include the
plural number.

XXI. Words importing tho plural number only, include the
singular number.

XXII. Words importing tho masculine gender only, include the
feminine gender.

arf)npter II.— CONSTITUTION.

ArHcle 2. Tho Articles of Table B of Tho Joint Stock Companies'
Act, 1856, shall not apply, but instead thereof tho following shall bo
regulations of the Company, but subject to repeal and alteration as
provided for by these presents.

®i)apter III.— BUSINESS.

Article 3. The business of tho Company shall include tho
business mcntionecl in tho Memorandum of Association, and tho
business authorised by tho Canadian Act, and all incidental matters.
Article 4. The business shall bo carried on by, or under tho
management of, the Directors ; but subject to tho control of general
meetings, in accordance with these presents.

Article 5. The principal management, and general superintendence
of tlic business of tho Company, shall be in London or Middlesex ;
but there shall be an Executive Management in Canada acting
under the control of the Board, as provided by these presents.

Article 6. There shall be such further subordinate management in

Canada and British Columbia, either or both of them, and such

other agencies there, or elsewhere out of the United Kingdom, as

the Board from time to time appoint.

^ Jlt/tri Article 7. The business shall not commence until shares rcpre-

*^ - ' ^^enting at TeastVeo¥8nty fiw. thousand pounds aif thn nriqinnl nnpitnl

id« are taken, aaii until nnnh nf tlin
iiitimlutliluii tu tliLJU AitlUi!8 uf Ajjo -

guiiniiitpuu iLfiiiLd ti

Article 8. The business shall be conducted according to such
regulations as the Board from time to time prescribe.

Article 9. No person, oxcopt tho DlrectorB, and tlio ManaRcrs and
other pcrnons thorounto expressly authoriaod by tlio Board, and
acting within tho linuts of tho authority conferred on them by
tho Board, Hhall have any authority to make, accept, or indorse
any promissory note or bill of exchange, or other negotiable
instrument, or to enter into any contract so as to impose thereby any
liability on tho Company, or othorwiso to pledge tho credit of tho
Company.

OTfiaptrr IV.— OFFICE.

Article 10. Tho olRco shall be at No.
London, or at such other place in London or Middlesex, as tho Board
from time to timo proscribe.

Orftnptcr v.— FIRST DIRECTORS AND OFFICERS.
Article //.

shall bo tho first and present Directors, with power to increase
their number, as provided by those presents.

Article 12. Me.Hsieurs Glyn, Mills, and Company, of Lombard
Street, London, shall be the first and present Bankers in tho United
Kingdom.

Article 13. Tho Bank of Upper Canada shall bo the first and
present Bankers in Canada.

Article 14. Messieurs Bircham, Dalrymplo and Drake, of 26,
Old Broad Street, London, shall bo tho first and prcent Solicitors in
the United Kingdom. >®a»o

Article 15. Adam Wilson, of Toronto, shall bo the firstr and
present Solicitor in Canada.

ortapter vi.— capital.

Article 16. The Company from time to time, with tho sanction of
a special resolution, may increase the capital by new shares.

Article i7 Any capital raised by new shares shall, except so far
as the Company on the creation thereof otherwise determine, be
considered as part of the original capital, and shall be subject to tho
same provisions in all respects, whether with reference to the pay-
ment of calls, or the forfeiture of shares on non-paym.nt of caUs, or
otherwise, as if it had been part of the original capital.

Article 18 The amount from time to time of the new capital shall,
except so far as the Company on the creation thereof otherwise
determine, be divided so as to allow the amount to bo apportioned
ratably among the then existing Shareholders.

Article 19. The row shares shall, in the first instance, unless tho
Company on the creation thereof otherwise determine, be offered by
the Directors to the Shareholders in proportion to the number of their
respective shares. And so many of the new shares as are not taken
by the Shareholders, may be disposed of to other persons as the

Directors appoint.

Article 20. But if the Company after having attached to any new
shares, any preference, or guarantee, or other special privilege, create
any further new shares, the holders of the new shares to which the
special privilege is attached, shall not, unless the Company otherwise
determine, be entitled to an offer of further new shares.

artjaptec VII.— GENERAL MEETINGS.

Artich 21. The ordinary meetings shall be held yearly at such
places in London or Middlesex, at such hours, and on such days in
every year as the Board from time to time appoint.

Article 22. But the first ordinary meeting shall be held in the

Month of May, 1861. , . . i

Article 23. Until the Company, by the resolution of a general
meeting otherwise appoint, the month in which the second and sub-
sequent ordinary meetings are held, sh. 11 be the month of x\^iy.

Article 24. An extraordinary meeting may at any time be called
by the Directors of their own accord. » „ , , .r.

Article 25. An extraordinary meeting shall^be called by the
Directors whenever a requisition of any number of Shareholders, hole
in^ in the aggregate not less than one-fifth of the shares, and stating
fuUythe object o: the meeting, and signed by the Sequisitionists,
is delivoied to tho Secretary or left at the offtce for the Directors

Article 26. Whenever the Directors neglect lor Fourteen days afier

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the delivery of any such requisition, to call a meeting in accordance
therewith, the Requisitionists may call the meeting.

Article. 27. Every general meeting shall be held at such conve-
nient place in London or Middlesex as the Directors, or the Rcqui-
aitionists calling the meeting, appoint.

Article 28. Three Shareholders shall be a quorum for a general
meeting for the choice, where necessary, of a Chairman for the meet-
ing, and for the declaration of a dividend recommended by the
Directors, and for adjournment.

Article 29. Except for the choice of a Chairman for the meeting,
or the declaration of a dividend recommended by the Directors, or
for adjournment, the quorumfor any general meeting shall be Ton

Shareholders.

Article 30. No business shall be transacted at any general meeting
unless the quorum for the business, be present at the commencement
of the business, and the declaration of a dividend recommended by
the Directors shall not take place until at least Fifteen minutes after
the time appointed for the meeting.

Article 3/. If within One hour after the time appointed for the
holding of a general meeting the quorum be not present, the meeting,
if not adjourned, shall be dissolved.

Article 32. If at any adjeurned general meeting the quorum be not
present within One hour after the time for holding the meeting, it shal

be dissolved.

Article 33. The Chairman, with the consent of the meeting,
may adjourn any general meeting from time to time, and from place

to place.

Article 34. No business shall be transacted at any adjourned
general meeting other than the business left unfinished at the
general meeting from which the adjournment took place.

Article 35. The Directors calling any general meeting, and the
Shareholders calling any extraordinary meeting, shall respectively
give at least Seven days', and not more than Fifteen days' notice of

the meeting.

Article 36. Where any generalmeeting is adjourned for more than
Seven days, the Directors shall give at least Four days' x^otice of the
adjourned meeting.

Article 37. The notice of a general meeting shall be reckoned
exclusive of the day of giving the notice, but inclusive of the day of
the meeting.

Article 38. All notices relating to general meetings shall be given
by circulars to the Shareholders, registered as resident in the United
Kingdom, expressing the time and place of meeting.

Article 39. The Directors calling a general meeting may also, it
they think fit, give notice of the meeting by advertisement.

Article 40. In every case in which by these presents notice of any
business to bo transacted at a general meeting is to be given, the
notice shall particularize the business.

Article 4/. Any such circular may be sent by post as a letter,
addressed to the Shareholder, according to his registered address,
and if so sent shall be deemed to be delivered to him on the day on
which, in the regular course of the Post-office, it would be dehvcred
at the address.

OrtaPtCC VIII.-POWERS OF GENERAL MEETINGS.

Article 42. Any general meeting, when notice in that behalf is
given, may remove any Auditor for misconduct, negligence, incapa-
city or other cause deemed by the meeting sufficient, and may
supply any vacancy in the office of Director or Auditor, and may fix
the remuneration of the Auditors, and may determine the remunera-
tion of the Directors, but not so as to reduce it below the minimum
remuneration provided for by these Articles of Association, and
subject to the provisions of these presents, may generally decide on
any affairs of or relating to the Company.

Article 43. Any ordinary meeting, without any notice in that
behalf, may elect Directors and Auditors to supply vacancies, and
may receive, and either wholly or partially reject, or adopt and
confirm the accounts, balance sheets, and reports of the Directors and
Auditors respectively, and may decide on any recommendation of the
Directors of or relating to any dividend, and subject to the provisions
of these presents, requiring any notice, may generally discuss and
decide on any affairs of or relating to the Company.

Article 44. When any general meeting, by special resolution, has
determined on an increase of the capital, the meeting, or any other
general meeting, may by special resolution determine on the extent
to which the increase shall be effected by the issue of new shares, and
the conditions on which the capital shall be so increased, and the
time, mode, and terms, at and in and on which the new shares shall be
issued, and how the premium, if any, on the new shares shall be applied.

"'^-r,-^''

Article 45. Any general meeting determining on th(; contlitions
on which any new shares shall be issued may determine that the new
shares shall be issued as one class, or as several classes, and may
attach to the new shares, or to the new shares of all or any of the
classes, any special privileges with reference to preferential, guaranteed,
fixed, fluctuating, redeemable, or other dividend or interest, or other-
wise, or any special conditions or restrictions.

Article 46. If after any general meeting has by special resolu-
tion determined on the issue of new shares, all the new shares are not
issued accordingly, any general meeting may determine that the
unissued new shares shall not be issued, but shall be canceled ; or may
determine on any alteration of the conditions on which the unissued
new shares si; all be issued, or of the special privileges or restrictions
attached to the unissued new shares.

Article 47. Provided that no special resolution for the increase of
the capital, nor any resolution affecting any new shares, shall be passed
without the previous recommendation of the Board.

Article 48. The Company, when notice in that behalf is given, may
in general meeting from time to time, by special resolution passed
on the recommendation of the Board, alter and make new provisions
in lieu of or in addition to any regulations of the Company, whether
contained in these Articles of Association or not.

Article 49. The authority of general meetings from time to time
by special resolution to alter and make new provisions in lieu of, or in
addition to, any of the regulations of the Company, shall extend to
authorise every alteration whatsoever of these presents, except only
the regulations of the Company which provide for the proportionate
equality of the liabitity of the Shareholders, and of their interest in the
profits of the Company, for the limitation of their liability, and for the
minimum remuneration of the Directors, which excepted regulations
shall accordingly, except as provided by Article 110, be deemed the
only fundamental and unalterable regulations of the Company.

Article 50. But the Company shall be bound by all their special
resolutions under which any new shares were issued with special
privileges and all new regulations of the Company shall have effect
accordingly.

Article 5i. Two successive extraordinary general meetings, held
within Three months, by resolution passed by at least four-fifths of the
votes of the Shareholders, voting at the First meeting, and by at least
three-fourths of the votes of the Shareholders, voting at the Second

moctin., may resolve on the dissolution of the Company, and the time
mode, terms, and conditions at, in, and on which the dissolution shall

^""^Artidedo. Any resolution in writing, recommendedby the Board,
and (after notice thereof by circulartoall th^harehold^^tex^il'
in thn TTn'^"-^ T rinfrl"") adopted or sanctioned in writing
by Shareholders entitled to at least thrce-fifths of the votes shall,
except for the dissolution of the Company, be as valid and effectual
as a resolution of a general meeting, or as a special resolution.

artaptCC IX.-PROCEDURE AT GENERAL MEETINGS.

Article 53. At every general meeting, the Chairman of the
Directors, or during his absence, a Director, elected by the
Shareholders present, or during the absence of all t^« directors,
a Shareholder elected by the Shareholders present, shall take the

clifiir

Article 54. At every ordinary meeting at which any Directors are
to retire from office, they shall remain in office until the dose of he
meeting, when, although the meeting be adjourned, they shall reUrc

from office. „ ,,

Article 55. The first business at every general meeting, after the
chair is taken, shall be the reading of the minutes of the then last
general meeting, and if the minutes do not ^PF- to the -ee J^
to have been signed according to the Acts, they «^-"' «" ^^^
found or made correct, be signed by the person who was the Cha r-
man of the then last general meeting, or, him failing, by the Chair-
man of the meeting at which they are read.

Article 56. Except where otherwise provided by these presents
every question to be decided by any general meeting, unless resolved
on without a dissentient, shall be decided ^7 ^ f -P\« "^^1 ^ J"
number, of the Shareholders, personally present thereat and, unless
when a ballot is required, shall be decided by a show of hands.

Article 57. Every special resolution, and every question required
by these presents, to be decided by any other than a simple majority
of the Shareholders, personally present at a general meeting, shall bo

decided by ballot. . . .

Article 58. On every question to be decided by a simple majority
in number, of the Shareholders, personally present at any meeting,

every .Sliareholdor, pcrsonolly present thereat, and qualified according
to theso presents to vote, shall bo entitled to vote.

Article 59. At any general meeting (unless a ballot on any reso-
lution thereof be immediately on the declaration by the Chairman
of the meeting of the result of the show of hands thereon, demanded
by at least Two Shareholders, and also before the close or adjourn-
ment of the meeting by a written requisition signed by Shareholders
holding together at least Five shares, and delivered to the Chairman
or to the Secretary), a declaration by the Chairman that a resolution
is carried, and an entry to that effect in the minutes of the pro-
ceedings of the meeting, shall be sufficient evidence of the fact so
declared, without proof of the number or proportion of the votes
given for or against the resolution.

Article 60. If a ballot be demanded, it shall be taken in such manner,
at such place, and immediately, or at such time, within Seven days
thereafter, as the Chairman of the meeting directs, and the result of
the ballot shall be deemed the resolution of the general meeting at
which the ballot was demanded.

"'-•"-L.^

ortaptcr X— VOTING at general meetings.

Article 6i. On every question to be decided by ballot, every
Shareholder present, personally or by proxy, at the meeting at which
the ballot is demanded, and entitled to vote thereat, shall have One
vote for every Five shares hold by him and entitling him to vote.
As regards the Canadian shares, the votes to be given in respect
thereof shall be reckoned as if every bearer of Anonymous Certificates,
claiming to have votes given in respect thereof, were the holder of
the Canadian shares to which his Anonymous Certificates relate.

Article 62. 1. \ v.o persons than one, are jointly entitled to a share,
the person whose name stands first on the register of Shareholders as
one of the holders of the share, and no other, shall be entitled to vote
in respect thereof.

Article 63. But in respect of Canadian shares, votes shall only be
given as expressly provided in that behalf by these presents.

Article 64. Whenever any parent, guardian, committee, husband,
executor, or administrator respectively, of any infant, lunatic, idiot,
female, or deceased Shareholder, desires to vote in respect of the
share of the respective Shareholder, he may become, as provided by

1()

these presents, a Sliareholder in respect of the share, and may vote

accordingly.

Article 65. A Shareholder, personally present at any general
meeting, may decline to vote on any question thereat, but shall not
by so declining, be considered absent from the meeting.

Article 66. A Shareholder may from time to time appoint any other
Shareholder as his proxy in voting at any ballot.

Article 67. Every instrument of proxy shall be in writing and
be s gned by the Appointer, and shall bo deposited at the office at
least forty-eight hours before the day for holding the general meeting
whereat it is to be acting on, and shall be kept with the records of the
Company, but shall be produced on every reasonable request, and at
the expense (if any) of the Shareholder, or of his proxy.

Article 68. The following may be the form of the instrument of

proxy: —

" I (A B) a Shareholder in the North-West Transit Company,
Limited, hereby appoint (C D) another Shareholder of the Company,
to act as my proxy at the general meeting of the Company to be
holden on the day of 18 , and at

every adjournment thereof (or, as the case may be), at every general
meeting of the Company and at every adjournment thereof. As

witness my hand this day of

(Signed) (A B)."

Article 69. The person in the Chair at a general meeting shall, in

every case of an equality of votes on a ballot or otherwise, have an

additional or casting vote.

Oriiaptec XL— MINUTES OF GENERAL MEETINGS.

Article 70. Every entry in the minute book of the proceedings of
general meetings, purporting to be entered and signed according to
the Acts or these presents, shall, in the absence of proof to the con-
trary, be deemed to be a correct record and an original proceeding of
the Company accordingly, and in every case the burden of proof of
error shall be wholly on the person making any objection to the
entry.

r-r-

■^Xh

€|)apter xn.— dirfxtors.

Article 71. Tho number of Directors shall bo Ten, but from time
to time after the day of holding the first ordinary meeting, an extra-
ordinary meeting, on the recommendation of tho Board, may increase
or reduce the number of tho Directors.

Article 72. The first and present Directors may from time to time,
until the First ordinary meeting, increase their number by the ap-
pointment of qualified Shareholders, but so that tho number of the
Board shall not at any time exceed Ton.

Article 73.— The first and present Directors, and the Directors
(if any) appointed as provided by Articles 72 and 85, previous to
the First ordinary meeting, may, if tuey respectively think fit, remain
in ofiice until the First ordinary meeting.

Article 74. Every Director shall hold in his own right at least

Fifty shares.

Article 75. Every Director not elected by the Board to oupply n
WMMM^- shall (except as regards the original Shareholders) have
been a Shareholder at least Six months, or bo recommended by the
Board for election.

Article 76. At the First ordinary meeting, and at every subse-
quent ordinary meeting, one-third of the Directors shall retire from
ofiice ; and tho meeting shall elect to supply their places, an equal
number of (jualified Shareholders.

Article 77. But when the number of the Directors is not divisible
by Three, the number of Directors to retire and be elected at the first
ordinary meeting in any year shall be the number (to be determined
by the Directors) nearest to one-third of the Directors, so that the
whole number of Directors retire in Three years.

Article 78. The rotation for the retirement of the First and present
Directors shall be determined among themselves, by agreem(int, or
failing agreement by lot.

Article 79. Whenever, any question arises as to the retirement in
rotation of any Director, it shall, if not so determined, be decided by
a Board.

Article 80. Every retiring Director if qualfied shall be eligible for

re-election.

Article 81. A Shareholder (not being a retiring Director, or elected
by the Board to supply a vacancy) shall not be qualified to be elected
a Director unless he be recommended by the Board for election, or

give to the Secretary, or leave at the office, not loss than Twenty-ono
days nor more tlian Two months before the day for election of Direc-
tors, notice in writing, under his hand, of his willingness to' be

elected a Director.

Article 82. Whenever the First, or any subsequent ordinary
meeting, fails to elect Directors in lieu of tho retiring Directors, the
Directors to retire shall continue in office till tho ordinary meeting in

tho following year.

Article 83. Every Director shall vacate his office upon ceasing to
hold in his own right at least Fifty shares, or becoming bankrupt
or insolvent, or suspending payment, or compounding with his
creditors, or being declared lunatic, or (except in the case of a
Director resident in Canada), unless a Board otherAviso resolve, ceas-
ing for Six successive months to attend the Boards.

Article 84. A Director may, at any time, given notice in writing
of his wish to resign, by delivering it to the Chairman of the
Directors, or to tho Secretary, or leaving it at the office, and on the
acceptance of his resignation by the Board, but not before, his office

shall be vacant.

Article 85. Any occasional vacancy in the office of Director, may
bo filled up by the Directors, by the appointment of a qualified Share-
holder, who shall, in all respects, stand in the place of his
predecessor.

©taptet XIII.— BOARDS.

Article 86. Boards shall be held when the Directors think fit.

Article 87. An extraordinary Board may, at any time, be called
by any Two Directors, by Two days' notice to tho other Di-
rectors.

Article 88. The quorum of every Board shall be Three Directors.

Article 89. At the First Board, after every ordinary election of
Directors, a Chairman of the Directors shall be elected for the

year.

Article 90. Every case of the absence from the Board of the
Chairman, a temporary substitute for the Chairman shall be
appointed by the Board, who shall act during his absence.

Article 91. The procedure of the Board shall be regulated, so far
as the Standing Orders of the Board determine, by the Standing
Oi-ders, and in other respects, as the Directors present think fit.

Article 92. Every question at a Board shall bo determined by a
matjority of tho votes of the Directors present.

Article 93. In case of an equality of votes at a Board, tho Chair-
man thereat, shall have a second or casting vote.

Article 94. Minutes of the proceedings of every Board, and of the
attendance of the Directors thereat, shall thereat, or with all con-
venient speed thereafter be recorded by the Secretary in a book kept
for the purpose, and if found, or when made correct, shall be signed
by the Chairman of tho meeting of tho Board at which the minutes
are read.

Article 95. Every such minute, when so recorded and signed,
shall, in the absence of proof of error therein, be considered original
proceedings; and in case of any objoction being made as to tho
accuracy of any such entry, the burden of proof shall rest wholly on
the Objector.

Article 96. Every Board may adjourn at pleasure, for such time,
and to such place, as the Directors present determine.

OTfiflpter XIV.— POWERS and duties of directors.

Article 97. The Directors shall be entrusted with and may exorcise
and from time to time perform the following powers and duties.

VIZ.

I. The general conduct and management of tho business and

affairs of the Company.

II. The appointment and removal and the determination of the

duties and salaries of the Secretary, Managers, Clerks,
Agents, and Servants of the Company, and the securities
to be taken from them respectively.

III. The appointment and removal of the Solicitors and Bankers.

IV. The calling of general meetings.

V. The instituting, conducting, defending, compromising, and

abandoning of legal proceedings in the United Kingdom
and in Cana id British Columbia, and elsewhere, by and
against the Company and the Officers, and otherwise con-
cerning the business and affairs of the Company.

VI. The purchasing, renting, building, or otherwise providing
of houses, or offices, in the United Kingdom, and in Canada
and British Columbia and elsewhere for the business of the
Company.

B 2

\i f

VII. The acquiring of laiulod and other property in Canada
and British Columbia.

VIII. The dealing with and disposing of the landed and other
property of the Company, whether in Canada, British
Columbia, tlio United Kingdom, or elsewhere.

IX. The entering into and carrying into effect, or abandoning, of
negotiations and arrangements with her Majesty's Govern-
ment and the Canadian Legislature and other authorities
and parties for the conveyance of mails or any other of the
purposes of the Company.

X. The applying for and accepting on such terms and condi-

tions as to the Directors shall seem fit, of a grant from her
Majesty's Government of such property, rights and powers in
British Columbia or elsewhere aa the Directors may think
conducive to the^attainment of the object of the Company.

XI. The entering into and carrying into effect of arrangements
with the Canadian Company for the purpose of obtaining
for the Company the benefit of the powers, privileges, and
rights granted to them by the Canadian Act, and cither
with or without modification thereof.

XII. The applying for, and accepting or declining, and either
/ alone or in conjunction with the Canai^mCompany, or any

'¥*''" pother parties, of such Acts of^Canadvii* Im f ii n lnii ^ as the
Directors may think fit, or as they may seem requisite for
obtaining property and rights in Canada, or for securing
the property and rights of the Company, and the limitation
of the liabilities of the Shareholders in that Province.
XIII. The sending to Canada, British Columbia, and elsewhere,
of one or more of the Directors, with such powers of in-
spection, control, and regulation of the business or affairs
of the Company, and with such other powers, and with
such instructions, and subject to such conditions and
restrictions, and with such remuneration as the Directors
think fit, and the suspending or revoking of any such
appointment.
XIV. The appointing and sending, either temporarily or perma-
nently, to Cannda, British Columbia, or elsewhere, of any
persons as officers or servants of the Company, whether as
Inspectors, or Chief or other Managers, or as general or

)acitv Avhich the Directors

local Agents, or in any

cap

h
i-

IS
31'

think expedient for any of the business or alTiiirs of tho Com-
pany, and with such powers and instructions, and subject to
such conditions and restrictions, and with such remuneration
as tho Directors think fit,

XV. The deU'gating under the Seal, or by writing not under
Seal, to any such Directors, Inspectors, Managers, Agents*
and other Olllcera respectively, of any of tho powers of tho
Hoard, and investing them respectively with any other
powers which tho Directors in their discretion think expe-
dient for tho duo conduct, management, and regulation of
any of tho business or atfairs of the Company.

XVI. The providing of proper and suiRcient books, distin-
guished l)y such names n.s tlio Directors prescribe, and to bo
kept under tho superintendence of tho Directors, wherein
shall bo made full, proper, and sufficient entries of all pay-
ments, liabilities, receipts and credits of, or on account of,
tho Company, and of all matters properly the subject of
debit and credit account, receipt or payment, in which
the Company or their property may be interested, so that
the financial state of the Company may at all times appear
as accurately and clearly as circumstances permit.

XVII. Tho directing, controlling, and providing for the receipt,
custody, issue, employment, investment, management, re-
mittance and expenditure of tho moneys and funds of the
Company.

XVIII. Tho determining (but subject to the control of general
meetings) wiiether any and what portion of the profits of
the Company shall bo retained by way of a reserved fund
for equalizing dividends, or meeting losses, for contingencies,
or for any other purposes of the Company, and the re-
taining and applying of the same accordingly.

XIX. The determining (but subject to the control of general
meetings) what portion of the profits of the Company shall
bo divided, and whether any profits, divisible among the
Shareholders, shall be paid to them in cash, or shall be
retained and applied in or towards payment of or as a call,
and tho appropriating of the same accordingly.

XX. The entering into contracts and concluding arrangements
for the Company with any other Company, or Corporation,
or other party for the hire of steam-boats, purchase and

sale of lan.l, and generally concIu.Ut.},' all such contracts
and arrangomcntH, and incurring such obligations for tho
Company as the Directors may from time to time th.uk
conducive to the carrying out the objects of the Company.
XXI The entering into contracts for the Company, and tho
raiHin- on behalf of the Company of such loans, and tho
contracting on behalf of the Company of such debts and
liabilities as tho Board of Directors think necessary or
proper in transacting the business of the Company, or for
any of the purposes of the Company.

XXII. The making and giving of receipts, releases, and other
discharges for moneys payable to the Company, and for tho
claims and demands of the Company.

XXIII. The compounding of any debts duo to tho Company,
and of any claims and demands of the Company.

XXIV. Tho referring of any claims or demands of or against
the Company to arbitration, and the performing and ob-
serving of the awards thereon.

XXV. Tho acting on behalf of tho Company in all matters
relating to bankrupts and insolvents and other debtors to
the Company.

XXVI. Tho making up yearly or oftener of tho iiccountfl ot

the Comnany.

XXVII. The procuring of tho accounts to bo duly auducd
yearly or oftener, according to these presents.

XXVIII. The making to every ordinary meeting of a report of
tho affairs of the Company.

XXl.i. Tho uaking cf calls on tho Shareholders.
:v ^:J . T!h' accepting of payments in advance of calls, and the
determining of the terms on which such payments shall be

accepted.

XXXI. The recommending, for the approval of general mcot-
ings, of the matters to be determined by special resolution.

XXXII. The keeping of the Register of Shareholders, and of
the Register of Transfers.

XXXIII. The authorising of the use of the Seal, but so that
every instrument to which the Seal is aiftxed be signed by
at lejist Two of the Directors, and countersigned by the
Secretary.

XXXiV. Thr providing for the safe custody of the Seal.

XXXV. Tilt" doing of all lliin«M requUitc lor compUanco with
tiic rociniromi'JitH of <li<» Acts.

XXXVI. Tho controlling, nnumging, and regulating in all
other rcHpocts, except as by tlu-so prcnenta otherwine pro-
viiU'd, of all otiicr mattors relating to the Company and the
buaincsa and affairs thuroof.

Article 98. Tho DirectorH shall also liavo full power by writing
under the Seal, and under tho hands of at least Three of tho Director-,
and countersigned by the Secretary to modify any of tho terms of
those Articles of Association, so as to moot arrangements made with
tho Canadian C.)nn)any, or with her Majesty's Government, or tho
Legislature of Canada, but this power shall only bo exercisable
before the first general meeting of the Company.

Article 99. The Directors shall, in addition to those powers and
duties, exercise and perform all such other powers and duties as by
tho Acts and these presents respectively aro directly, or by implica-
tion, conferred and imposed on Directors.

Article 100. Every account of tho Directors, when audited and
approved by a general meeting, shall bo conclusive, except as regards
any error discovered therein within Two months next after tho

approval thereof.

Article 101. Whenever any such error is discovered within that
period tho account shall bo forthwith corrected, and thenceforth shall
bo conclusive.

CTijaptfC XV.-EXECUTIVE AND OTHER COMMITTEES.

Article 102. The management of the business of the Company,
so far as the same has necessarily to be carried on out of tho United
Kingdom, shall be vested in such m^^^^of the Board as are, from
time to time, resident JlL^ada ;^»£^ for the purpose of such
management, aro ^^^hhi t ud an Executive Committee, whoso duties
and powers shallf from time to time, be defined by resolutions of the

Board.

Article 103. The Board may appoint and remove such Local
Committees in Canada and British Columbia, consisting of such num-
ber of Shareholders or others, or both, as the Board think fit, and may
determine and regulate their quorum, duties, and procedure.

Article 104. The Board may delegate to any Local Committee m
Canada and British Columbia such of the powers, authorities, and

discretions of the Board, as the Board think requisite for carrying on
any of the business of the Company.

Article i05. Tlic executive and every Local Committee s^iall
make all such returns, and furnish all such accouTits to the Board
as shall be proper and sufficient for enabling the Company to
comply with the requirements of the Acts.

Article 106 The Executive Local Committees jhall make all
such other returns, as the Board prescribe.

Article i07. The Board may appoint and remove such Committees
of irneir own number a» they think fit, and may determine, and regu-
late their quorum, powers, duties, and procedure, and may delegate to
them any of the powers of the Board.

Article 108. The Executive and Local and other Committees shall
in all respects be subject to the control of the Board.

oriiapter xvi.— remuneration of directors.

Article 109. The minimum remuneration of the Directors, com-
puted from the day of the date of these Articles of Association, shall
be at the rate oia<^^y^^ Xtxx^o^. »»t^^^•H^«4,a-7ea^.

Article 110. The Company, from time to time, by the resolution of
a general meeting, may increase and diminish the remuneration of the
Directors, but so that the remuneration shall never, without the una-
nimous consent of the Board of Directors, be less than the minimum
remuneration provided for by these Articles of Association.

Article 111. The remuneration of the Directors shall be distributed
among themselves as they think proper.

Article 112. The Company, by the resolution of a general meeting,
may allow an extra remuneration to the Chairman of the Directors.

OlijaptW XVII.— AUDITORS.

Article 113. Two Auditors, not necessarily Shareholders, shall
be appointed by the First ordinary meeting in every year for the
succeeding year.

Article 114. Their salary or other remuneration shall be fixed

by a general meeting.

Article 115. They shall amlit the accounts of the Company accord-
ing to these presents.

Article ii6. Any occasional vacancy in the office of Auditor
may be supplied by an extraordinary meeting called for the purpose.

Article 117. At least Twenty-one days before the day for every
ordinary meeting, there shall be delivered by the Directors to the
Auditors, the half-yea. ly accounts and balance sheet, to be produced
to the meetiiig, and the Auditors shall receive and examine the

same.

Article 118. Within Ten days after the receipt of the accounts and
balance sheet, the Auditors shall either confirm thorn and report
generally thereon, or if they do not see proper to confirm them, shall
report specially thereon, and shall deliver to the Directors the ac-
counts and balance sheet, with the Auditors' report thereon.

Article 119. Three days before every ordinary meeting, a printed
copy of the accounts and balance sheet audited, and the Auditors'
report thereon, shall be sent by the Directors to every Shareholder
registered as resident in the United Kingdom according to his regis-
tered address.

Article 120. At every ordinary meeting the Auditors' report
shall be read to the meeting with the Directors' report.

Article 121. Throughout the year, and at all reasonable times of
the day, the Auditors shall have access to, and inspection of, the
books of account and Register of Shareholders of the Company,
with such assistance by clerks and others, and such facilities as they
reasonably require.

Article 122. When there is only one Auditor in office he may
exercise the powers and perform the duties of the Auditors.

Orfiaptet XVm.— DIRECTORS AND OFFICERS.

Article 123. The Directors, and the Auditors, Secretary, Managers,
and other Officers shall be indemnified by the Company from all losses
and expenses incurrecl by them in or about the discharge of their
respective duties, except such as happen from their own respective
wilful act or default.

Article 124. Except by express agreement, no Director or Officer
shall be liable for any other Director or Officer, or for joining in any
receipt or other act for conformity, or for any loss or expense hap-
pening to the CoL^.pany, unless the same happen from his own wilful
act or defiiult.

\t^~

Article 125. The accounts of any Officer may (except as otherwise
provided by these presents) be settled and allowed, or disallowed
either wholly or in part by a i'.nard.

Article i26. An Officer becoming bankrupt or insolvent, or publicly
compounding with his creditors, shall thereupon be disqualified from
acting as and shall cease to be an Officer.

Article i27. Provided that, until an entry of the disqualification be
made on the minutes of the Directors, his acts in his office shall be
as effectual as if he acted as a qualified officer.

Article 128. The Officers, or any of them, if and when required
by the Board, shall sign a declaration engaging themselves to observe
secresy in respect to the dealings and the state of the accounts of the
several customers of, and persons dealing with the Company, and any
other matters which shall come to their respective knowledge by
virtue of their respective offices or employments, save so far as it
shall be necessary in the execution of their respective offices, or duty
to disclose the same.

ortapter xix.— secretary.

Article 129. The Secretary shall, under the control of the Board,
have the custody of the records, books, and papers of the Company,
not being accounts, vouchers, or securities, and shall allow, between
the hours of Ten in the forenoon and Twelve at noon, such inspection
of the Register of Shareholders as is provided by the Acts, so as every
Shareholder or other person, before inspecting it, sign his name in a
book kept for the purpose.

Article 130. The Secretary shall affix the Seal, with the authority
of a Board, and in the presence of Two Directors, to all instruments
required to be sealed, and shall countersign all such instruments.

Article 131. The Board may appoint a temporary substitute for
the Secretary, who shall, for the purposes of these presents, be
deemed the Secretary.

ortiaptet; XX.— SHARES.

Article 132. Every share shall be indivisible.
Article 133. The shares shall be of Two classes, that is to say,
" English shares," and " Canadian shares."

Article 134. The •' Canadian shares" shall be those shares which,
for the convenicnse of persons in Canada and British Columbia or
elsewhere, desirous of being interested in the Company, but without
being under the necessity of having their shares registered in
England in their own names, shall be registered in England on their
behalf according to the regulations of the Company, made in
accordance with these presents, in the names of the persons who
from time to time are the members of the Board.

Article 135. Any share may be registered at one time as an " Eng-
lish share," and at another time as a " Canadian share."

Article 136. With respect to Canadian shares, the Company shall
recognize the rights in accordance with these presents of the persons
who arc from time to time the holders of the Anonymous Certificates
to be issued by the Board in respect of the Canadian shares, and
also the right provided for by these presents of having any Canadian
share registered as an English share.

Article 137. In all other respects as regards the Canadian shares,
and in all respects as regards the English shares, the Company shall
not (except only as is otherwise expressly provided by these presents)
be bound by, or recognize any equitable contingent, future, or partial
interest in any share except an absolute right thereto in the person
from time to time registered as the holder thereof; and except also as
regards any parent, guardian, committee, husband, executor, or admi-
nistrator or assign of a bankrupt or insolvent, his respective right
under these presents to become a Shareholder in respect of or to
transfer a share and the right provided for by these presents of
having any " English share" registered as a " Canadian share."

etaptcr XXL— TRANSFER OF SHARES.

Article 138. Transfer of shares shall only be effected according to

the Acts.

Article 139. The Register of Transfers shall be kept by the

Secretary.

Article 140. A parent or guardian, committee, husband, executor,
or administrator respectively of any infant, lunatic, idiot, female, or
deceased Shareholder, shall not, as such, be a Shareholder.

Article 141. Any such parent, guardian, committee, husband,
executor, or administrator may transfer any share of the infant,
lunatic, idiot, female, or deceased Shareholder respectively, or become

■\

a Shareholder in respect thereof, after producing to the Directors,
such proof of his title as reasonably satisfies them, and an entry of the
proof shall be made in their proceedings.

Article 142. An assignee of a bankrupt, or insolvent Shareholder,
shall not as such be a Shareholder.

Article 143. The assignee of a bankrupt, or insolvent Shareholder,
may transfer any share of the bankrupt or insolvent, after producing
to the Directors such proof of their title as reasonably satisfies them ;
and an entry of the proof shall be made in their proceedings.

Article 144. A transfer of a share not fully paid up shall not be
made by any person until he has given to the Secretary, or left at the
office at least Seven days' notice in writing of his desire to make the
transfer, and of the number of every share desired to be transferred,
and of the name, residence, and description of the proposed Transferee.

Article 145. A transfer of a share not fully paid up, shall not bo
made to a person not then being a Shareholder, without approval
by a Board, and an entry of the approval shall be made in their
proceedings.

Article 146. No transfer other than a transfer of Five shares, or
a multiple of that number, shall be made.

(5i)apter xxii.— shareholders.

Article 147. A person shall not be entitled to be registered as the
holder of a share, unless at the time of being so registered he has signed
the Memorandum of Association of the Company, or a printed copy
thereof, or these Articles of Association, or a printed copy thereof,
or has by writing under his hand delivered to the Secretary or
other agent of the Company, approved by the Board, or left at the
Office, and to be kept with the records of the Company, accepted the
share.

Article 148. A person shall not be registered as the Transferee of a
share until he has left the inr'^^rument of transfer of the share, executed
according to the Acts, at the Office, to be kept with the records of
the Company, but to be produced on every reasonable request, and at
the expense (if any) of the Transferor or Transferee, or his respective
representatives ; but in any case in which, in the judgment of the
Directors, this Article ought not to be insisted on, they may dispense
with it.

ArHcle 149. The Register of Shareholders shall be kept by the

Secretary.

Article i50. Every notice to a Shareholder, appearing by the
registers of the Company to be resident in the United Kingaom, shall
be sufficient if signed by the Secretary, and sent by post or otherwise
to the registered address of the Shareholder ; and if he be then
deceased, and whether or not the Company have notice of his decease,
such service of the notice, shall, for all purposes of these presents, be
deemed sufficient service thereof on his heirs, executors, and adminis-
trators, and every of them.

Article 151. All notices to other Shareholders may be given by
being publicly notified in Canada, as the Company, from time to time,
determine.

Ortaptcr XXIII.— CERTIFICATES.

Article 152. The Certificates of Shares, under the Seal, shall bo
signed by Two Directors, and countersigned by the Secretary.

° Article 153. Every Shareholder shall be entitled to One certificate
for every Five shares.

Article 154. If any certificate be worn out or lost, it may be renewed
on such proof as satisfies the Directors being adduced to them of its
being worn out or lost, or in default of such proof, on such indem-
nity as the Directors deem adequate, being given, and an entry of
the proof, or indemnity, shall be made in the minutes of their

proceedings.

Article 155. Every original Shareholder shall be entitled to his
original certificates, gratis ; but in every other case One shilling shall
be paid to the Company for every certificate.

(tttapter xxi v.— dividends.

Article 156. All dividends on shares shall be declared by general
meetings, and shall bo made only out of the dear profits of the Com-
pany, and (but without prejudice to any preferential or guaranteed
dividend) no dividend shaU exceed the sura recommended to the
meeting by the Directors.

Article 157. But in order to the equalization of dividends, advances
from time to time made out of the reserved fund may be applied in
payment thereof.

Article 158. Every (lividcml shall be paid to the Shareholders at
the time appointed by the resolution declaring the dividend, or failing
such appointment, at the time appointed by the Board.

Article 159. The payment of dividends on Cunndian shares shall
be made at the Offices of the Company in Canada and British Co-
lumbia, or at such other places, if any, as may be more convenient to
the holders of Canadian shares, respectively.

Article 160. Provided that when any person entitled to receive any
dividend, is in debt to the Company for arrears of call, or otherwise,
all dividends payable to him, or a sufficient part thereof, may bo
applied by the Company in or towards satisfaction of the debt.

Article 161. The Company shall have a first and permanent lien
and charge, available at law and in equity, on every share (not being
a Canadian share) of every person who is the holder, or one of several
joint holders thereof, for all debts due from him, either alone or
jointly with any other person, whether a Shareholder or not, to the
Company at any time while he is the registered holder, or one of the
registered holders of the share.

Article 162. All dividends, or any share not having a legal and
registered owner entitled to require payment thereof to him, shall
remain in suspense until some person be registered as the holder of
the share.

Article 163. Unpaid dividends shall never bear interest as against
the Company.

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art)aptci; XXV.— CALLS.

Article 164. Calls shall be made at the discretion of the Directors,
and shall be payable at such places in England and in Canada and
British Columba res|)ectively, and to such persons as the Directors
appoint.

Article 165. A call shall be deemed to be made, at the time when
the resolution authorising it, is passed by a Board.

Article 166. No call shall exceed Five pounds a share, or bo
made within Three months of making a previous call.

Article 167. The joint holders of a share shall be severally as well
as jointly liable to the payment of all calls in respect thereof.

Article 168. Whenever any call is made. Twenty-one days' notice
of the time and place of payment thereof, shall be given to every
Shareholder liable to the payment thereof.

Article i69. After Seven days' non-payment at the time and place
appointed, of any call in respect of any share, notice of the call shall
be repeated, and after Seven days' further non-payment thereof at
that place the Directors may sue the defiiultins Shareholder for the
amount unpaid with Ton pounds per cent, per annum interest
thereon from the day appointed for payment thereof.

Article i70. A Shareholder shall not vote, or exercise any privilege
as a Shareholder, while any call due from him is unpaid.

dtaptei XXVI.— FORFEITURE OF SHARES.

Article i7i. After the Two notices and Forty-two days' non-pay-
ment, at the time and place appointed by the first notice of any call,
in respect of any share, the Directors may declare the share,
whether registered or not, forfeited for the benefit of the Company.

Article i72. Where any person entitled to claim a share, and not
having entitled himself according to these presents to be registered
as the holder thereof, fails for Three months after being thereunto
required by notice from the Directors so to entitle himself, the
Directors, forthwith after the expiration of that period, may declare
every such share forfeited for the benefit of the Company.

Article i73. The shares of any Shareholder who directly or in-
directly carries on, commences, supports, or threatens any action,
suit, or other proceedings at law, or in equity, in the United King-
dom, or in Canada or British Columbia, or elsewhere against the Com-
pany, or against the Directors, or any of them in their capacity of
Directors, may, notwithstanding the pendency of any such proceeding,
on the recommendation of the Board, and with the sanction of a
special resolution, be absolutely forfeited for the benefit of the Com-
pany ; but in every such casio the Company shall, within Fourteen
days after the forfeiture, pay to him the full market value of the
shares at the time of the forfeiture thereof, the value, in case of
difference, to be ascertained by arbirattion.

Article i74. The forfeiture of a share shall invole the extinction,
at the time cf the forfeiture, of all interest in, and all claims and
demands against the Company in respect of the share, and all other
rights incident to the share, except only such of those rights as by
these presents are expressly saved.

Article i75. The forfeiture of a share, shall be subject and with-

out prejudice to all claims and demands of the Company, for calls in
arrear thereon, if any, and interest on tho arrears, and all other
claims and demands of tho Company against tho holder of the share
when it was forfeited, and to the right of tho Company to sue in
respect thereof.

Article 176. But the Company shall not so sue, unless they, at
such time and in such manner as they think reasonable, first sell tho
forfeited share, and tho net proceeds thereof are less than the amount
of their claim, and shall then sue only for tho balance unsatisfied hy
the net proceeds.

Article 177. Forfeited shares may, at the discretion of the Direc-
tors, be sold or disposed of by them, or, except where a sale thereof is
by these presents expressly required, bo absolutely extinguished, as
they deem most advantageous for the Company.

Article 178. Provided that the forfeiture of any share may, at any
time within Twelve months after the forfeiture thereof is declared, be
remitted by the Directors at their discretion, on payment by tho
defaulter of all sums due from him to the Company, and all expenses
occasioned by non-payment thereof, and of such a fine as tho Direc-
tors deem reasonable ; but the remission shall not be claimable as a
matter of right.

Article 179. The forfeiture of a share shall not prejudice the right
to any dividend already declared thereon.

Article 180. The sales and other dispositions of forfeited shares may
be made by the Directors, at such times and on such conditions as
they think fit.

Article 181. A certificate in writing, under the Seal, and under tho
hands of Two Directors, and countersigned by the Secretary, that a
share has been duly forfeited in pursuance of these presents, and
stating the time when it was forfeited, shall, in favour of every person
afterwards claiming to be a holder of tho share, be conclusive evi-
dence of the facts so certified, and an entry of every such certificate,
shall be made in the minutes of the proceedings of the Directors.

Article 182. Forfeited shares, while not sold or disposed of, or
extinguished, shall be registered as forfeited shares in the name of
the Company and shall form part of the reserved fund, and the divi-
dends declared thereon, while they are so registered shall be carried
to the credit of the reserved fund.

Article 183. No vote shall be given in respect of any forfeited
shares while so registered.

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Ortaptei XXVII.— PURCHASE OF SHARES FOR
COMPANY.

Article i84. Any share may be purchased by the Directors for the
Company from any person willing to sell it, and at such price as the
Directors think reasonable.

Article i85. Provided that the Directors shall not, without the
sanction of a general meeting, apply to any such purchase any part
of the revenue of the Company.

Article 186. Shares so purchased may, at the discretion of the
Directors, bo sold or disposed of by them, or bo absolutely extin-
guished, as they deem most advantageous for the Company.

Article i87. Shares so purchased, while not sold or disposed of, or
extinguished, shall be registered as purchased shares in the name of
the Company, and shall form part of the reserved fund, and the
dividends declared thereon, while they are so registered, shall be
carried to the credit of the reserve fund.

Article 188. No vote shall be given in respect of any purchased
share while so registered.

(tttaptW XXVIII.-CANADIAN SHARES.

Article 189. Any person registered as the holder of a fully paid
up " English share," or claiming to bo entitled to a fully paid up
share, and not being indebted to the Company, who acoires to have
the share registered as a " Canadian share," may give to the Secre-
tary, or leave at the office, at least seven days' notice, in writing, of
his desire to have the share so registered.

Article 190. Where any person so registered, and having given
such notice, delivers to the Board the certificate of the share, and a
deed of transfer of the share to the then members of the Board, an
entry of the delivery shall be made in the minutes of the proceedings
of the Board, and they shall cancel the certificate and register the
share as a Canadian share.

Article 191. Where any person not so registered, claiming to be so
entitled, and having given such notice, produces and delivers to the
Board the scrip certificate, or letter of allotment, or other document
of title to the share, an entry of the delivery shall be made in the
minutes of the proceedings of the Board, and they shall cancel the
document and shall allot and register the share as a Canadian share.

Article 192. All Canadian shares shall bo registered in the names
of the persons who, from time to time, are the Directors ; and when-
ever .my person ceases to be a Director, or any person becomes a
Director, the register of the Canadian shares aliall bo altered accord-
ingly, so that the Canadian shares may always stand in tho register
in the name of the persons who, from time to time, are the actual
Directors.

Article 193, But the beneficial interest in, or any right in respect
of any of the Canadian shares, shall not be in anyway prejudiced by
any defect or error in the register of tho Canadian shares.

Article 194. The persons in whose names tho Canadian shares are
from time to time rcgistercMl shall be holders thereof, only for the
purpose of giving effi-'ct to these presents with respect to those shares,
and shall not, as liolders thereof, have any beneficial interest therein,
or in eespect thereof.

Article 195. The Board shall, from time to time, make such regu-
lations for the following purposes, and to such extent and on such
terms and conditions, and with such stipulations or restrictions, and
generally in such manner and form in all respects as they think
proper ; that is to say —

I. For issuing Anonymous Certificates in respect of the Canadian

shares.

II. For securing to the bearers of Anonymous Certificates the

option of attending the general meetings, and taking part
in the discussions thereat.

III. For securing that any vote given at any general meeting,
or at any ballot in respect of any Canadian share, may, if
the bearer of the Anonymous Certificate relating to the
share be present, be given by him or according to his direc-
tions, or, if he be absent, be given according to his direc-
tions.

IV. For securing to the bearer of any Anonymous Certificate
the right to receive tho dividends theretofore declared on the
Canadian share to which the Anonymous Certificate relates,
and then remaining unpaid.

V. For securing to the bearer of any Anonymous Certificate the

right to require that the Canadian share to which the
Anonymous Certificate relates, shall be transferred to him-
self or to his nominee, so that the Transferee thereof may

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♦*Hi V

bo duly rogistorcd as the holder thereof, and the share may
thereupon become an English share.

Article i96. The regulations from time to time made by the Board
for those purposes shall bo made in writing under the Seal and under
the hands of Two or more of the Directors, and countersigned by the
Secretary, and may from time to time bo in like manner amended.

Article 197. All the regulations so from time to time made, shall,
while in force, have as full effect as if the provisions thereof were
embodied in and formed part of these Articles of Association.

Article {98. The Company and the Board shall bo at full liberty,
and where so provided by the regulations so from time to time in
force, shall bo bound to recognise the actual bearer of an Anonymous
Certificate as being, for all the purposes of these presents, the duly
authorised agent of the person beneficially entitled to the share to
which the Anonymous Certificate relates.

Ortaptet XXIX.-DISSOLUTION OF COMPANY.

Article 199. The dissolution of the Company may be determined
on by the Company for any purpose whatsoever, and whether the
object be the absolute dissolution of the Company, or the reconstitu-
tion or modification of the Company, or amalgamation of the Com-
pany with any other Company, or any other object.

Article 200. The voluntary dissolution of the Company shall take
place whenever it is determined on as provided by these presents, and
according to the terms and conditions so determined on.

Article 201. If it should at any time appear to the Board that one-
fourth of the capital is lost, they shall give notice thereof to the Share-
holders, and shall call an extraordinary general meeting to consider
whether or not the Company shall be dissolved and wound up.

Article 202. When the absolute dissolution of the Company takes
place, whether by its being required by the Acts, or by its being
determined on by the Company, the business of the Company shall be
thereupon suspended, and except, as is otherwise provided by these
presents, their property and effects shall be realized, and their assets
shall be applied in or towards payment or discharge of tlicir debts,
liabilities, and engagements, and the surplus, if any, of their assets,
shall be distributed among the Shareholders in proportion to their
shares, and the afiairs of the Company shall be finally wound up.

3r.

Article 203. A gonoral meeting may dotcrmino the mode in whicli,
and the terms and conditions on wiiich, the wiu<Ung up of tho affairs
of tho Company Hhall bo ctfected.

Artiele 204. But except so far as a general meeting otherwise
determine, tho Board shall wind up tho affairs of tho Company as tho
Board think best.

Article 205. In distributing the surplus assets, if any, of the Com-
pany on tho dissolution thereof, tho Board shall distribute propor-
tionately to the bearers of Anonymous Certificates, so much of tho
surplus as is attributable to tho Canadian shares.

Article 206. Provided that no absolute dissolution of the Company,
not being a winding up by Court under the Acts, shall take place if
at or before tlie general mec'ting at which tho special resolution to
dissolve tho Company is confirmed, or at which tho terms and con-
ditions on which the winding up shall be completed, arc resolved on,
any of the Shareholders, eitlier with or without any other persons,
enter into a binding and sullicient contract to purchase at par, or on
such other terms as are agreed on, tho shares of all tho Shareholders
who wish to retire from the Company, and make sullicient provision
for their indemnity against the liabilities of tho Company.

(fftflptcr XXX.— ARBITRATION.

Article 207. Whenever any difference arises between the Company
or the Board on the one hand iind any of the Shareholders, their
heirs, executors, administrators, or assigns, or other representatives,
on the other hand, or between tho Company or the Board or the Direc-
tors, or Members of the Board, or any of them on the one hand and
any of the bearers of Anonymous Certificates, or any of the persons
interested in any of the Canadian shares on the other hand, touching
the true intent or construction, incidents, or consequences of these
presents, or touching any thing then, or to be thereafter done, ex-
ecute<l, omitted, or suffered, in pursuance of these presents, or touch-
ing any breach or alleged breach of these pr .ents, or any claim on
aecoutit of any such breach or alleged breach, or otherwise relating
to any of the affiiirs of the Company, every such difference shall be
referr;'d to the arbitration of two persons.

Article 208. The bearer of an Anonymous Certificate relating to
a Canadian share, shall, for the purpose of these presents with respect

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iiTT«n[ i

to arhitration, and at tho option of tlio Hoard, bo deemed to Ikj abso-
lutely and oxcluHively entitled to the benotlcial interest in that Cana-
dian Hbaro.

Article 20'J. Ono of tho Arbitrators sliall be named hy each of tho
parties to the difference, and as regards any such party, whether con-
sisting of one person or more persons than ono.

Article 210, Tho Board shall act on behalf of tho Company in
naming ono of tho Arbitrators.

Article 21 i. Every arbitration shall take place either in tho United
Kingdom, or in Canada or British Columbia, or elsewhere, as tho
Board having regard to the probable convenience of all parties, and
the subject matter of reference, dcternuno.

Article 212. If either party do not, within Seven days after being
thereunto requested in writing by, or by tho agentjof, the other party,
name an Arbitrator, then both Arbitrators shall be named by the party
by whom or by whose agent the request was made.

Article 213. The Arbitrators, before entering on tho business of tho
reference, shall, by writing under their hands, appoint a competent
and impartial person to bo their Umpire.

Article 214. If tho Arbitrators do not, within Seven days after their
appointment, duly appoint an Umpire, then %n tho application of tho o/
Arbitrators, or either of them, an Umpire may bo appointed by tho
Governor of tho Bank of England, or, as the case may require, by

in Canada.
Article 215. If tho Arbitrators do not within Thirty days next
after tho matter in difference is referred to them, agree on their award
thereon, then it sball bo referred to tho Umpire.

Article 216. The award of the Arbitrators, or of the Umpire, if
made in writing under their or his hands or hand, and ready to bo
delivered to tho parties in difference, or such of them as desire it,
their heirs, executors, administrators, or assigns, or other representa-
tives, within Thirty days next after the matter in difference is referred
to the Arbitrators, or, as tho case may be, to the Umpire, shall bo
binding and conclusive on all parties interested, their heirs, executors,
administrators, and assigns, and other representatives ; and all such
things shall be forthwith thereafter done, omitted, and suffered, as tho
award requires.

Article 217 The Arbitrators and the Umpire respectively may, if
they and he respectively think fit, make several awards, instead of
one award, and every such award shall be binding and conclusive as

to all matters to which it extends, and as if the matter awarded on,
were the whole matter referred.

Article 2i8. The Arbitrators and the Umpire respectively shall
have full power to examine the books, accounts, and papers of the
Company relating to the matter in difference, and to examine the
parties in difference, and their respective agents and witnesses, on
oath or affirmation, or on statutory declaration in lieu of oath, if
required by either of the Arbitrators, or by the Umpire.

Article 2i 9. The Arbitrators and the Umpire respectively shall have
full power to proceed, in the absence of either or both of the parties,
in every case in which, after giving notice in that behalf to both
parties, they or he may think fit so to proceed.

Article 220. The Arbitrators and the Umpire respectively may
proceed in the business of the reference either in the United Kingdom
or in Canada or British Columbia or elsewhere, and in such manner
as they and he respectively may think fit.

Article 221. The Umpire shall have full power from time to time,
by writing under his hand, to exiend the time within which his
award is to be made, and if it be made and ready to be delivered as
aforesaid within the extended time, it shall be as valid and effectual
as if made within the Thirty days.

Article 229,. The costs of, and incident to the arbitration nnd the
award respectively, shall be in the discretion of the Arbitrators and
the Umpire respectively.

Article 223. If and so far as the award does not otherwise deter-
mine the costs of the arbitration and of the award, shall be borne and
paid by the two parties in difference in equal shares, and in other
respects they shall bear their own respective costs.

Article 224. The submission to reference hereby made may at any
time be made a rule of any Court of Law or Equity on the appli-
cation of any party interested, and the Court may remit the matter
to the Arbitrators or the Umpire, with any directions the Court

think fit.

Article 225. In any case in which any point of law arises, the
Arbitrators or the Umpire may take the opinion thereon of such
Counsel, or of such person learned in the laws of Canada, or other
applicable law as they or he may think fit, and may adopt any
opinion so taken.

Article 226. Full effect shall be given under the Common Law
procedure Act, 1854, and every or any other Act and law from time

time in force and applicable in that behalf to the provisions of these
presents touching arbitration.

Names and Addresses of Subscribers.

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Dated , i859.

Witness to the above Signatures,