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Photographic

Sciences
Corporation

33 WEST MAIN STREET

WEBSTER, N.Y 14580

(716) 872-4503

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32X

r**^mm^\m^^d,s^im^^''tif^'if^^^

Regulations for MvilNagement

-Of-

©HE GSQUIMALIP

Water Worl^? Gompanij,

TO BE READ WITH, FORM PART AND BE SUBJECT TO

"The Esquimau Water Works Act. 1885,"

ADOPTED BY THE SHAREHOLDERS IN GENERAL
MEETINGS

Held February 7th and February 2l8t, 1887.

VICTORIA ;

THE COLONIST STEAM PRESSES.
1887.

If B)^^^

'lli

O'REIUy
COtLECWGN

Copy of Special Resolution

|'A88KI> iiV TIIK HIIARKIIOLUKitH OK

The E^quimalt! Water Worl^^ (Jompanjl,

IN GENERAL MEKTINQ, HELD AT THE COMPANY'S OFFICE,

February 7th, 1887.

Mr. Thomas Earle in the cliair.

Mr. T. Lul)}>e inovetl, secoruled by Mr. Win. P. Sayward,
the followinjr spechd renolation : Wlierea.s many of the .sev-
eral clauses in T.ihle A in the Hrst .schedule of the Act of the
Imp(,'rial Parliament pa.ssed in the se.s.sion of Parliament
holdon in the twenty -fifth and twenty-sixth years of the
reign of Her Majesty Queen Victoria, chapter 80, entitled
"The (x)mj)anies'Act, 1862," are inapplicable for the manage-
ment of this Company, Be it resolved, that all the several
clauses contained i)i said Table A be excluded from being regu-
lations of this Coiniiany, and that the following regulati«>ns Ih?
adopted for the management of The Estjuimalt Water Works
Company, sai<l ivgidations to be read with, form part and
be subject to the " E.sc^uimalt Water Works Act, 1.S»S.5."

SHARES.

1. Tf .several persons are registered as joint holders of any
share, any one of .such persons may give eti'ectual receipts for
any dividend payable in respect of such shares.

2. Every member shall, on payment of fifty cents or such
less sum as the Company in general meeting may prescrif ,
be entitled to a certiticate, under the common seal of the Co '.-
pany, specifying the share or .shares held by him, and the
amount paid up thereon.

3. If such oertificato is worn out or lost, it may be renewed
on payment of fifty centos, or such less sum as the Company
in general meeting may prescribe.

CALLS ON SHARES.

4. The Directors may, from time to time, make such calls
upon the members In respect of all monies unpaid on their
shares as they think fit, provide<l that twenty-one days' notice
at least is given of each call; and eacli member shall be liable to
pay the aniount of calls so made to the persons and at the
time and places appointed by the Directors.

5. A call shall be deemed to have been ' made at the time
when the resolution of the Directors authorizing such call was
passed.

6. If the call payable in respect (tf any share is not paid
before or on the day appointed for payment thereof, the holder
for the time being of such share shall l^e liable to pay interest
for the same at the rat«i of Ten per cent, per annum, from the
day appointe<l for the payment thereof, to the time of the
actual payment.

7. The Directors may, if they think fit, receive from any
member willing to advance the .same, all or any part of the
monies due upon the .shares held by him beyond the sum act-
ually called for, and upon the monies so paid in advance,
or so nnich thereof, as from time to time e.xcet ds the amount
of the calls then made uj)on the .shares in respect of which such
advance has been made, the Company may pay interest at such
rate as the member paying .such sum in advance and the
Directors agree upon.

TRANSFERS OF SHARES.

8. The instrument of tran.sfer of any share in the Company
shall be executed both by the transferor and transferee, and the
transferor shall be deemed to remain a holder of such share
until the name of the tran.sferee is entered in the register book
in respect thereof.

> 9. Shares in theCompnuy slmll l»e transferrc*! in the follow-
ing form : —

" I, A. B., of , in consideration of the sum of

, pt id to me hy C. D., of , do hereby trans-

fer to the said C. D., the shares (or share) numh(.'red , stand-
ing,' in my name in the hooks of "The Esciuimalt Water VVorka
Company," to hold iintt) tlie said C D., his executors,
administrators and assi<rns, .suhject to the several conditions on
wliich I held the same at the time of the execution hereof ;
And I the sai<l C. D., do hereby agree to take the said shares
(or share) subject to the same conditions. As Witness our
hands, the day of IS .

10. The Company may decline to register any transfer of
shares made by a mendier who is indebted to them.

11. The transfer books shall be elo.sed during the fourteen
days innnediately preceding the ordinary general meeting in
each year.

TRANSMISSION OF SHARES.

12. The executors or administrators of a deceased member
shall be the only per.sons recognized by the Company as hav-
ing any title to his shares or share.

l:i. Any person becoming entitl d to a share in consequence
of the death, l)ankruptcy, or insolvency of any member, or in
consequence of the marriage of any female member may be
registt're<l as a memi)erupon such evidence being produced as
may from time to time be recjuired by the Company.

14. Any person who has become entitled to a share or
shares, in ccmsecjuence of the death, bankruptcy, or insolvency
of any member or in consequence of the marriage of any
female member, may instead of being registered himself, elect
to have some person to be named by him registered as a trans-
feree of such share or shares.

15. The person so becoming entitled siinll testify such
election by executing his nominee an instrument of transfer
of such share or shares.

16. The instriiuii'nt of transfer sluill In; prosenteil to the
Company, accompanied with such evidence as the Directors
may require to prove th' title of tlie transferor, and thereupon
the Company shall rei^ister the transferee as a meniber.

FORFP:miEE OF SHAKES.

17. If any memher fails to pay any calls on th< day appoint-
ed for payment thereof, the Directors may at any time there-
after, during such time as the call remains unpaid, s(!rve a
notice on him, requirinjn' him to pay such call together with
interest and anj' expenses that may have accrued by reason
of .such non-payment.

18. The notice shall nauie a further day on or before which
.such call and all inteiest and expenses that have accrued by
reason of such non-payment, are to be paid. It shall also
name the place where payment is to be made, (the place
80 named being the registere<l office of the Com[)any, or some
other place at which calls of the Compan)' are usually made
parable). The notice shall also state that in the event of non-
payment at or before the time and at the place appointed the
share in respect of which such call was made will bo liable to
be forfeited.

19. If the requisiti(ms of any such notice as aforesaid are
not complied with, any share or shanks in respect of which
.said notice has been given may at any time thereafter, before
payment of all calls interest and expenses due in j'espect
thereof has been made, be forfeited by a resolution of the
Directors to that effect.

20. Any share so forfeited shall be deemed to be the pro-
perty of the Company, and may be disposed of in such man-
ner as the Company in general meeting thinks fit.

21. Any member whose shares have been forfeited, shall,
notwithstanding, be liable to pay to the Company all calls
owing upon such shares at the time of the forfeiture.

22. A statutory declaration in writing that the call in

rosjx'ct of a .sluii-e wus nuuki and notici; tlicreoF ^ivcti, and
that default in payment of the call was niadt;, and that the
forfeiture of tlie sliare or .sluires was nuulo ity a resolution of
tlu' Directors to that t^fFect, shall he sufficient ovid.'nc(! of tho
facts therein stateil as au;ainst all persons entitled to such
share or shares, and such decrhuation and the receipts of the
Company for the price of such share or share shall constitute
a <5()0(1 title to such share or shares, and a Ceititicate of Pro-
prietorship shall h»! delivered to the purchaser and thereu})on
he shall he deemed the holder of such share or shares, dis-
charged from all calls due prior to such purchase, and he shall
not he hound to see to the application of the purchase money,
nor shall his title to such share he atiected hy any irregularity
in the proceedings in reference to such sale.

INCIIEASE IN CAPITAL.

21]. The Directors may, with the sanction of a special resolu-
tion of the Company previv)usly given in general meeting, in-
crease its capital hy the i.ssue of new shares, such aggi-egate
increase to he of such amount and to he devided into shares
of such respective amounts as the Company in general meet-
ing directs, or if no direction is given, as the ])irectors think
expedient.

24. Snl»ject to any direction to the contrary that may he
given hy tiie meeting that sau(!tions the increase of capital,
all new shares shall he offered to themend>ers in pj'oportion to
the existing shares held hy them, and such offer shall he made
hy notice, specifying the nund)er of shares to which the mcni-
her is enutle<l and limiting a time wnthin which the offer, if not
accepted, will be deemed to be declined ; and after the expiration
of such time or on the receipt of an intimation from the mem-
ber to whom such notice is given that he declines to accept the
shares offered, the Directors may dispose of the same, in sueh
manner as they think most beneficial to the Company.

25. Any capital raised by the creation of new shares shall
be considered as part of the original capital, and shall be sub-

ject to the hauw provi.sions with reft'i-enco to the paymont «^
calls and tho forfeitiiro of .sharcH on non-pavnicnt of calls, or
othtM-wi.sc, as if it ha<l hctMi part of tin; original capital

(;eneuai. mi:kti.n'(js.

2(). (ienoral Mectinj^'s shall \h\ held at such time and place
as may he pivscrihed hy the C^ompau}' in j^'eneral meeting;
and if no other time or place is prescrilxMl, a general meeting
shall he held on the siHJond Tuesday in August in every year,
at such place as may Ik) determined hy the J)irectorH.

27. The ahov«i mentioncf' gen«M-ai meetings shall he calle<l
Onlinary Meetings, all other general meetings shall he called
Kxtraordinary.

28. The Directors may, whenever they think fit, and they
shall upon a requisition made in wi iling hy not less tlian one-
third in nuiiiher of the memhers of the Company, convene an
Extraordinary General Meetini;.

20. Any requisition made by the memhers shall express the
object of the meeting pro})osed to he called, and shall he left
at the registered ottice of the Conipaiiy.

-SO. Upon the receipt of such reciui.sition the Directors .shall
forthwith proceed to convene an Extraordinary General Meet-
ing. If they do not proceed to convene the .same within
twenty-one days from the date of tlie requisition, the Je-
quisitionists or any other memhers, amounting to tlu^ re(piire<l
number may, themselves, convene an Extraordinary General
Meeting.

PROCEEDINGS AT GENERAL MEETINGS.

31. Seven days' notice at the least, specifying the place, the
(lay and the hour of meeting, and in case of .special business the
general nature of such business, .sliall be given to the members
in mannei' hereinafter mentioned, or in such other manner,
if any, as may be prescribed by the Company in general
meeting : but the non-receipt of such notice by any member
shall not invalidate the proceedings of any General Meeting.

32. All ItUHiness sluill hv (It'einod spreial that in tvansacted
at an cxtraonliiiurv iiu'ntinj^, and all that is transacttMl at an
ordinary nu'ctin^^ with the exce|)tioM of sanctioning' a divi-
dend and tho eonsidemtion of tlu^ ac.^ Tits, halanet; sheets,
the ordinary re[)ort of the Direetors, the -iuction of Direct-
ors, and the a})pointinent of Auditors.

33. No Imsineas shall ho transacted at ary ^uiieral ni('('tin<T:
except tie declaration of a dividend anK-'.-ss u quorum of
niendters is ])resent at tlie time when the meeting proceeds to
business; and such (piorum shall he ascertained as fol-
lows, that is to say : if the [)ersons who have taken shores
in the Company, at the time of the meeting ; do not exceed
five in numi>er, the quorum shall he three ; if they exceed five,
there shall be a<lded to the above (piorum, one for every five
additional niendters up to fifty, and one for every ten addi-
tional niembers after fifty with this limitation that no quormn
shall in any ctise exceed twenty.

34. If, within one hour from the time appointed for the
meeting a quorum is not present, the meeting if convened
upon the requisition of memlxirs shall be dissolved ; in any
other case it shall stand adjourned to the same day, in the next
week at the same time and place ; and if at such adjourned
meeting a (piorum is not present, it shall be adjourned sine
die.

35. The Chairman (if anj, of the Board of Directors shall
preside as Chairman at every general meeting of the Company.

*}(). If there is no such Chairman, or if at any meeting he is
not present within fifteen minutes after the time appointed
for holding the meeting, the members present shall choose
some one of their number to be Chairman.

37. The Chairman may, with the consent of the meeting,
adjourn any meeting from time to time and from place to
place, but no business ■ hall be transacted at any adjourned
meeting other than the business left unfinished at the meeting
from which the adjournment took place.

3(S. At any General Meeting, unless a poll is demanded by
at least one member, a declaration by the Chairman that a
resolution has been carried and an entry to that effect on the
book of proceedings of the Company shall be sufficient evidence
of the fact, without proof of the number or proportion of the
votes recorded in favor of or against such resolution.

39. If a poll is demanded by one or more members, it shall
be taken in such manner as the C/hairman dirjcts, and the re-
sult of such poll shall be deemed to be the resolution of the
Company in general meeting. In the case of an equality of
votes at any General Meeting the Chairman .shall be entitled
to a second or casting vote.

VOTES OF MEMBERS.

40. Evyr}' member sh dl have one vote for every share up
to ten ; he shall have au additional vote for every five shares
beyond the first ten shares up to one hundred, and an addi-
tional vote for every ten shares beyond the first hundred shares.

41. If any member is a lunatic or idiot he may vote by his
conniiittee, curator bonis, or other legal curator.

42. If one or \\\ le persons are jointl^^ entitled to a share or
shares, the member whose name .stands first in the register of
members as one of the Iiolder.s of such share or .shares, and no
othei' shall l>e entitled to vote in respect of the same.

43. No member shall be entitled to vote at any general
meeting unle.ss all calls due tVom him have been paid, and no
member shall be entitled to vote in respect of any share unless
he has been possessed (jf the .share or .shares in respect of
which he claims to vote for at least three months previously
to the time of holding the meeting at which he proposes to
vote.

44. Votes may be given either personally or by proxy.

45. The instrument appointing a proxy shall be in writing,
under the hand of the appointor, or if the appointor is a cor-
poration, under their connnon seal, and shall be attested by

Sie or more witness or witnesses. No person shall be appointed
a proxy who is not a member of the Company.

46. The instrument appointing a proxy shall be deposited
at the registered office of the Company innnediately before
the time for holding the meeting at which the person named
m such instrument proposes to vote, but no instrument ap-
pointmg a proxy shall be valid after the expiration of twelve
months from the date of its execution.

47. Any instrument appointing a proxy shall be in the fol-
lowing form :

The Esquimalt Water Works Company.
I, A. B., of in the Province of British Columbia,

bemg a member of The Esquimalt Water Works Company
and entitled to vote or votes, hereby appoint

^•^- ^* as my proxy, to vote for me and on my

behalf at the (ordinary or extraordinary, as case may be)
general meeting of the Company to be held on the
day of 18 and at any adjournment thereof (or

at any meeting of the Company that may be held in the
year.) As witness my hand this day of 18

Signed by the said in the presence of

DIRECTORS.

48. Th.re shall be five Directors, three of whom shall con-
stitute a quorum.

4a The remuneration of Directors shall be determined by
the Company in general meeting,

POWERS OF DIRECTORS.

50. The business of the Company shall be managed by the
Directors, who may exercise all such powers of the Company
as are not hereby required to be exercised by rhe Company in
general meeting ; but no regulation made by the Compan^ in
general meeting shall invalidate any prior act of the Directors
which would have been valid if sucli regulation had not been
made.

51. The continuing Directors may act notwithstanding any
vacancy in their body.

DISQUALIFICATION OF DIRECTORS.

52. The office of Director shall be vacated :

If he holds any other office or place of profit under the

Company.
If he becomes bankrupt or insolvent.

If he is concerned in or participate in the profits of any con-
tract with the Company.
But the above rules shall be subject to the following ex-
ceptions : That no Director shall vacate his office by reason
of his being a member of any Company which has entered
into contracts with or done any work for the Company
of which he is Director ; nevertheless, he shall not vote in
respect of such contract or work, and if he does so vote his
vote shall not be counted.

ELECTION OF DIRECTORS.

53. On the second Tuesday in August in every year the
w^hole of the Directors shall retire from office.

54. A retiring Director .shall be re-elitjible.

55. The Company at the General Meeting at which any
Directors retire in manner aforesaid shall fill up tiie vacated
offices by electing a like number of persons.

56. If at any meeting at which an election of Directors
ought to take place the places of the vacating Directors are
not filled up, the meeting .shall stand adjourned till the same
day in the next week at the same time and place, and if at
such adjourned meeting the places of the vacating Directors
are not filled up the vacating Directors or such of them as
have not had their places filled up, shall continue in office
until the ordinary meeting in the next year, and so on from
time to time until their places are filled up.

67. The Company may, from time to time, in General Meet-
ing increase or reduce the number of Directors and may also

eterinine in what rotation such increased or reduced number
is to go out of office.

58. Any casual vacancy occurring in the Board of Directors
may be tilled up by the Directors, but any person so chosen
shall retain his office so long only as the vacating Director
would have retained the same if no vacancy had occurred.

59. The Company in General Meeting may, by a special
resolution remove any Director before the expiration of his
period of office, and may by an ordinary resolution appoint
another person in his stead ; the person so appointed shall
hold office during such time only as the Director in whose
place he is appointed would have held the same if he had not
been removed.

PROCEEDINGS OF DIRECTORS.

60. The Directors may meet together for the desptitch ot'

business, adjoui'n, and otherwise regulate their meetings as

they think tit. Questions arising at any meeting

shall be decided by a majority of votes ; in case of an equalr

ity of votes the Chairman shall have a second or casting vote.

One Director may at any time summon a meeting of Di-
rectors.

61. The Directors may elect a Chairman of their meetings
and determine the period for which he shall hold office. Such
Chairman shall act as Chairman of their meetings, but if
no such Chairman be elected, or if at any meeting the Chair-
man is not present at the time appointed for holding the
same, the Directors present sh:'li choose some one of their
number to be Chairman of such meeting.

62. The Directors may delegate any of their powers to
Committees consisting of such member or members of their
body as they think Ht ; any Committee so formed shall in the
exercise of the powers so delegated, conform to any regula-
tions that may be imposetl upon them by the Directors.

68. A Committee may elect a Chairman of their meetings
if no such Chairman is elected, or if he is not present at the

time appointed for holding the same, the members present
shall choose one of their number to l)e Chaiiman of such
meeting.

64. A Committee may meet and adjourn as they think
proper. Questions arising at any meeting shall be determined
by a majority of votes of the members present, and in case
of any equality of votes the Chairman shall have a second or
casting \ )te.

65. All acts done by any meeting of the Directors or of a
Committee of Directors, or by any person acting as Director,
shall, notwithstanding thn^ it be afterwards discovered that
there was some defect in the appointment of any such Directors
or per.sons acting as aforesaid, or that they or any of them vere
disqualified, be as valid as if every such person had been
duly appointed and was {|ualified to l)e a Director.

DIVIDENDS.

66. The Directors may, with the sanction of the Company
in General Meeting, declare a dividend to be paid to the mem-
bers in proportion to their shares.

67. No dividend shall be payable except out of the profits
arising from the business of the Company.

68. The Directors may, before recommending any divi'^end,
set aside out of the profits of the Company such sum as they
think proper as a reserved fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining the
works connected with the business of the Company or any
part thereof, and the Directors may invest the sum so set
apart as a reserved fund upon such securities as they may
select.

69. The Directors may deduct the dividends payable to any
member all such sums of money as may be due from him to
the Company on account of calls or otherwise.

70. Notice of any dividend that may have been declared
.«hall be given to each member in manner hereinafter men-

tioned, and all dividends unclaimed for three yeai-s after
having been declared may be forfeited by the Directors for
the benefit of the Company.

71. No dividend shall bear interest as against the Company.

ACCOUNTS.

72. The Directors shall cause true accounts to be kept of
the sums of money received and expended by the
Company, and the matter in respect of which such receipt and
expenditure takes place and of the credits and liabilities of the
Company.

The books of account shall be kept at the registered office
of the Company and subject to any reasonable restrictions as
to the time and manner of inspecting the same that may be
imposed by the Company in General Meeting, shall be open to
the inspection of the members during the hours of business.

73. Once at least in every year the Directors shall lay be-
fore the Company in Genei-al Meeting a statement of the in-
come and expendituie for the past year, made up to a date
not moie tlian three months before such meetim'-.

74. The statement so made up shall shev. arranged under
the most convenient heads, the amount of gross income, dis-
tinguishing the several sources from which it has been de-
rived, and the amount of gross expenditure, distinguishing the
expense of the establishment, salaries and other like matters.
Every item of expenditure fairly chargeable against the year's
income shall be brought into account so that a just balance of
profit and loss may be laid before the meeting; and in cases
where any item of expenditure which may in fairness be dis-
tributed over several years has been incurred in any one year
the whole amount of such item shall be stated with the ad-
<lition of the reasons why only a portion of such expenditure
is charged against the income of the year.

75. A balance sheet shall be made out in every year and'
laid before the Company in General Meeting, and such bal-
ance sheet shall contain a summary of the property and lia-

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bilities of the Company arranged under the heads appearing

in the form annexed to this table, or as near thereto as cir-
cumstances admit.

AUDITS

76. Once at least in every year the accounts of the Com-
pany shall be examined and the correctness of the balance
sheet ascertained by one or more auditor or auditors.

77. The first auditors shall be appointed by the Directors,
subsequent auditors shall be appointed by the Company in
General Meeting.

78. If one auditor onlj' is appointed, all the provisions
herein contained relating to auditors shall apply to him.

79. The auditors may be members of the Company, but no
person is eligible as an auditor who is interested otherwise
than as a member in any transaction of the Company, and
no Director or other officer of the Company is eligible during
his continuance in office.

80. The election of auditors shall be made by the Company
at their ordinary meeting in each year.

81. The remuneration of the auditors shall be fixed by
the Directors.

82. Any auditor shall be re-eligible on his quitting office.

83. If any casual vacancy occurs in the office of any auditor
appointed by the Company, the Directors shall forthwith call
an extraordinary General Meeting for the purpose of .supply-
ing the .same.

84. Every auditor will 1^ supplied with a copy of the
balance sheet, and it shall be his duty to examine the same
with the accounts and voucliers relating thereto.

85. Ever}"^ auditor shall have a list delivered to him of all
books kept by the Company, and 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, and

li(3 may in relation to such accounts examine the Directors or
any other officer of the Company.

86. The auditors shall make a report to the members upon
the balance sheet and accounts, and in every such report they
shall state whether in their opinion the balance sheet is a full
and fair balance sheet, containing the particulars required by
these regulations and properly drawn up so as to exhibit a
true and correct view of the state of the Company's affairs,
and in case they have called for explanation or information
from the Directors, whether such explanation or information
have been given by the Directors, and whether they have
been satisfactory, and such report shall be read together with
the report of the Directors at the Ordinary Meeting.

NOTICES.

87. A notice may be served by the Company upon any
member either personally or by sending it through the post
in a pre-paid letter addressed to such member at his registered
place of abode.

88. All notices directed to be given to the members, shall
with respect to any share to which persons are jointly enti-
tled, be given to whichever of such persons is named first in
the register of members, and notice so given shall be sufficient
notice to all the holders of such share.

89. Any notice, if served by post, shall be deemed to have
been served at the time when the letter containing the same
would be delivered in the ordinary coui-se of the post, and in
proving such service it sliall be sufficient to prove that the
letter containing the notice was properly addressed and put
in the ^^ost office.

Carried.

(Signed) T. Lubbe,

Thomas Earle, Secretary.

ChairTnan.

At the General Meeting of shareholders of The Esquiiualt
Water Works Company, held at the Company's office,
February 2 1st, 1887.

Mr. Wm. P. Sayward in the chair.

On motion of Mr. T. Lubbe, the special resolution passed
by the shareholders in general meeting held on the 7th day
of February, 1887, (said special resolution referring to the
exclusion of all the several clauses contained in Table A in
the first schedule of the Act entitled " The Companies Act,
1862," and to the adoption of new regulations for the manage-
ment of this Company) was read, and on motion of Mr. T.

Lubbe, contirmed.

(Signed) T. Lubbe,

Wm. p. Sayward, Secretary.

Chah^man.

To the Registrar of Joint Stock Covijxinies,
.fames Bay, Victoria, B. C.

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