.% IMAGE EVALUATION TEST TARGET (MT-3) 1.0 I.I 1.25 ltt|28 |50 ""^ 25 2.2 2.0 1.8 1.4 IIIIII.6 P^ v] />^ Ta % % '^ yf Photographic Sciences Corporation 23 WEST MAIN STREET WEBSTER, N.Y. 14580 (716) S72-4S03 V 4Yt*4'^T»* Mi mi lilfieit '*' ' i+i CLIMIir^SlDJ INCOKPOKA TKI) DI-XKM I ! I", IC 7. IHTT. VICTORIA : COLONIST STEAM PUESSES.* 1877. ■-^ .X p -^ '■>p 6- CbllectLorv : ^' m^m^'^i£^wsim — AND — MMWi^m^iiM mf MmwQmi^T'^tm (IF THF. p:yi'^R!PBa^(®a tv &* mn- flieJiii |fiffljifliiii, ■ (i'i-j.a'I'J'SI),) J. VICTOlilA : COLONIST STEAM I'liLSSES.^ 1877. Ci)0 -2- \ »Ht»ii'MW|i»i>'«»<1i,aJ4».#aMl I KKIIATA. On page 4, ProBpcctus, fourth line, instead of "September 13th," read "September 15th." On page 7, Memorandnm of AHsociation, last line in table of subscriberH, instead of Robert B. McMicking, Victoria, Telegraph- ist, 1,000 shares," rend "Robert B. McMicking, Victoria, Telegraphist, 500 shares." On page IG, last line on page, instead of "ot" read "not." r-'iflc N. W. History De.rA. 99604 iNCiAL u;g VICTORIA, D. "?A // **'^*"» ■■ ii»ifc. Wn V I ' .j , I ,.^^> , ..u^i^ . 'j'-:iiDBwm<^w^u^ — PF IHK Enterprise Qold and Silver Mining Company, (UMITKI).) -«-••< Tlio proiuotors of this {!onipaiiy are Williiun Forrest, Jo- soph Muson, A\ illium L, Jones, John Bowron, (xoorgc C'ownii, Petor Glonilinuiug, John Kurt/, Andrew KoUy, Itliiel 13. Nason, John (Jhisson, Uichiird Allen, Kielnird B. Hiirner, Theodore Inderstroth, Henry M. Ball, Charles AVilson, hvVw Neul'elder, Edward C. Neuf.vldcu', David (Jutnian, Alexander E. B. Davie, John Pohnere, F. J. Bariuird, K. B. MeMiekinL^, Williani McKenzio, Georptt^ A. Dow, John Pomeroy, T. II. Pattullo, W. McNaughton Jones, Hugh Ross, \lo\. Lindsay aucFHurry Khodes. A location of l,oO() feet of a lode or vein known to he a continuation of the Bonanza Ledge, near Lowhee CUeek, Cariboo, has l)een recorded in the name of own of the promoters and is now held under the Gold Mining Ordinance of 18G7 and the Acts amending the same, and the following is a copy of the original record in respect of such 1, ')l)0 teec. Lowhee Cre(4', Entemriso Com])anv, ) September, i;Uh, JS77. ) [Copy of llecord.] liecordea in favor of Theodore Inderstroth, No, 7,4()t), 1,500 feet of a quartz ledge, on what '_s known as the 13ig Bonanz-i lode or vein, being situat; "tal stock of $150,000 divided into 30,000 shares of $5 each d i tho liability of the members will be limit(ul. The promot^'rs will ref in 'i'iOOO nharcs for th(misolves and will hold the same s ■ ject to full liability as to calls. Tlun' will not however have cerUfiuates of tlu»ir shares issued to them until after the remMinliig 8,000 shares shall have been sold. j The 8,000 shares will bo sold nt a premium of not less than a dollar per share and the proceeds wdl b<^ exclusively devoted to u working capital. Tho expenses already incurred of about $500 in locating ami ])rospoctiug will bo recouped (mt of tho sale of tho 8,000 shares. It is expected that tho location will bo thoroughly tested by an expenditure of $3,000; after which, should the results in the o])inion of the company oft'or sufficient inducement they can iiroceod to erect a mill and take the necessary steps to mine the location. A declaration, signed by the promoters, has been recorded stating that they hold the property mentioned in the records in trust for the Enterprise Gold and Silver Mining Company, Limited, about to be incorporated. Appended hereto are the memorandum and articles of asso- ciation, to a careful perusal of which the attention of intend- ing purchasers is directed. f — OF THE — (I.lmitf;]).) Ist. The name of the company shall be the Enterprise Gold and Silver Mining Company, Limited. 2nd. The registered office ot the Company shall be at Victoria, British Columbia. 3rd. The t)])jec!ts for wliicrh the Company is established are working and mining quartz for precious metals and minerals in IJritish Columbia; erecting or leasing mills or machinery for rodiicing ores; the acquisition of lodes or veins and the obtaining of such water privileges and rights of May and doing of such things as are conducive or incidental to the aitainmoiit of tlie above objects. ■Itli. Tlie liability of the members shall be limited. 5th. The ca])ital of the Company shall be $150,000 in ']0,00(l shares of !«5 each. 0th. We the several i)ersous whose names and addresses are subscril)ed are desirous of being formed into a company and we respectively agree to take the niimber of shaves in the capital of the company set opposite our respective names : Names, Addhk-sses, and DEscniPTioN of SrHscniHEiis. I No. of Shares : takon by leach Subscriber. Henry Maynard Ball, Hiclilicld. Esquiiv I 1,000 Riohard Huiloy Harppr, Barkervillc. Minini,' Eiigineor . . ' 1,000 GcovKi' C'tiwuii. BarkorviUe. Miner 1.000 Ali'x. E. B. Davie. Victoria, Barrister at Law ..i 1,000 •Toliii Kurtz, Victoria, Miner 1,000 Eell.v Nenfelder. Victoria, Merchant I 1,000 Robert B. McMickinK, Victoria, TeleKrap'.iist | 1,000 H( nrv Maviiard Ball Hii^'iied thiw instrument in presence of Charles Wil«on, Trader. Barkerville. Richard Itailey Harper and (ieorjj;e Cowan signod thin in presence of G, C. Tunstall, Accountant, Barkerville. Alex. E. B. Davie. John Kurtz, Felix Nenfelder, and Robert B. McMicking sisn^d tliis instrument in the prrsene(> (if E. C. Nenfelder, Accountant, Victoria. f — OF THE — (LIMITED.) SHARES. Article 1 . If stvcral persons ni-f legisterod us joint holders of any share ayy erne of such iJirsons may give effectual receiiits for any dividend payable in respect of siich share. AiiTiixE 2. Every member, without fee, shall be entitled to a certificate, under the eonnnon seal of the company, specifying the shave or shares held by him and the amount paid up thereon but no certificates in respect of promoters shares hereafter mentioned shall be issued until the shares not being promoti^rs shares shall all have been sold. AisTi'XE 3. If such certificate be worn out or lost on payment of fee of twenty-five cents it may be renewed. Any shareholder holding a number of shares by one certificate, and being desirious of holding such shares by two or more certificates, shall be entitled to receive such two or more certificates in exchange for the one certificate without fee. .\imcLE 1. The directors may, from time to time, make such calls upon the menilx'rs in respect of all monies unpaid on their shares as they think fit ; prox-ided, that no call shall exceed the sum of twenty cents per share at one time, nor shtdl calls be made oftener than once a month, and thirty days notice at least shall be given of each call, and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the directors. AnncLE 5. A call shall be deemed to have been made when the resolu'.ion authorizing such call was passed. AiiTicLE (). If the call paj'able in respect of any share is not paid on or before the day appoi'.ited for the iiayiueut thereof, the holder for the time being of sucl) share sliall be h;;ble to pay interest on the same at the rate of one per cent, pir montli I'roai the day appointed for the jjayment thereof to the time of actual imymeJit. Aktiolk 7. The directors may, if they think fit, receive from any member wiUing to advuiu'e the same all or any part of the moiiies due upon the shares lield by him beyond th,'; sums actually called lor, and upon the mf)nies so paid in advance, oi so much ther(^of as from time to time e;:cced8 the amount of the calls tlien made upon the shares in respect of which s\ich advance has been made, the company may pay interest at such rate as the member paying such sum in advance and the Chairman that a resolution has been carried and an entry to that effect in the book of proceedings of llie Company shall be sufficiiait evidence of the fact without proof ot the nmiiber or proi)ortioii of the votes recorded in favor ov ag.dnst such resolution. .\ian7.E 40. If a poll is dcnanded by five or move members, il shall be taken in Kuch manner as the Chairman' directs, and the result of such poll shall be dcenn d to be the resolution of the Company in general meeting. In case of an equality of votes at any general meeting the Chairman shall b- entitled to n second or casting vote. VOTi:S OF MEMBERS. Article 41. Every member shall have one vote iov every share in his name. Article 42. If any member is an idiot or lunatic lie may vot committee curator bonis or other legal curator. Article 43. If one or more persons are jointly entithtd to a share or shares only one of such p-rsons may vote in respe('t of such share or shares, and in the event of dispute the tuember whose name stands first shall have priority. Artku.e 44. No mend)er shall be entitled to vote at any general meeting unless all calls due fnmi him have been paid, and no mendler shall be entitled to vote in respect of any share he has acquired by transfer at anv meeting held after fourteen days from the registration of the Company unless he has been possessed of the share in respect of which he claims to vote for at least fourteen days previously to the time of holding the meetiug at which he pro- poses to vote. standing by his 18 AuTicLE 45. Votes miiy bo given cithi'V porsoxiiiUy or by proxy. AitTicLK Ki. The iiistrunicnt iipjioiutin^' ii proxy hIiuU be in writinu; nnilur iLf) Liiml of the iippoiutor, or if such iippoiutor is acorponition under tlieir coninion seal and shall l»f attested by uuc; or more witness or witnesse.-i. AuTici.K 17. The insti-unient appointinj^ a proxy shall be delivered to the Sferefary either before or at the time of calling any nieetiu{» to order and shall remain valid until revoked by the appointor and notice of the revoca- tion di'livered to the Secretary. AuTicLE 48. No particular form of proxy shall be necessary, but it shall be attested by at least one witiloss. DIEECTORS. Article 4!). There shall be live Directors and the names of the first Di- rectors shall be determined by the subscribers of the Memoradum of Associ- ation. Articlk 50. Until Directors are apjjointed the subscribers of the Memor- andum of Association shall be deemed to be Directors. Articlk 51. The future remuneration of the Directors and their remuner- ation for services performed previously to the tirst general meeting shall be determined by the Company in general meeting. POWERS OF DIRECTORS. Article 52. The business ot the Company shall be managed by the Direc- tors who may pay all expenses incurred in getting up and registering the Corn- pan j', and may exercise all such powers of the Company as are not by the "Joint Stock Companies Act" or by these articles required to be exercised by the Company in general meeting, subject nevertheless to any regulations of these articles to the provisions of the "Joint Stock Companies Act" and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be presented by the Company in general meeting, but no regulations made by the Company in general jueeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made. Article 53. The continuing Directors may ret uotwithstaiiding any va- cancy in their body. DISQUALIFICATION OF DIRECTORS. Article 54. The otfiee of Director shall bo vacated: If he holds any other office or place of profit under the Company. If he becomis bankrupt or insolvent. If he is conci'rued in or particii)ates in the prull's (»f any contract with the C-',)mijauy. If he ce:iso to own two hundred and lifty sbares. But til' abov< rules shall be sul)ject to the following exceptions : Thai no Director shall vacate his othce by reason of his b^'ing a niemher of any Com- pany which has entered into contracts with or d(jne any work for the Com- pany of which he is a director; ntvertheless he shall not vote in resp(!ct of Huch (umtract er work and if he do so vote his vote ^hall not be counted. ELECTION OF DIRECTORS. Article 55. At the first ordinary meeting in each year the whole of the Directors shall retire from office. Article 5(>. The retiring Directors shall be re-eligible. Article 57. The Company, at the general meeting at which the Directors retire shall fill up the vacated ofiices by electing a like number of persons. ArtI(;le 58. If, at any general lueeting at whit li an eh ction of Directors ought to tiike place, the places of the vacating Directors are not filled up the meeting shall stand adjourned until the same day in the next week at the same hour and place, and if at such adjourned meeting the place s of the va- cating Directoj's are not filled up the vacating Directors shall continue in office until the ordinary meeting in the next year, and so on fn)m time to time until their places are filled up. 14 J I Abticlk 59. The Company nmy, from time to time, in gtueriil meeting in- crease or reduce the number of Directorn. Article GO. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any person so chosen shall retain his office only so long as the vacating Director would have retained the same if no va- cancy had occurred. Article 61. The Company, in general meeting may, by a special resolution, reL ove any Director bef(jre the expirntion of his period of office and may, by an ordinary resolution, appoint another in his stead. The person so appoint- ed shall hold office during such time only as the Director in whose place hi' is appointed would have held the same if ho had not been removed. PROCEEDINGS OF DIRECTOltS. Article 62. The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit and u major- ity of them may determine the (juorum necessary for the ti'ansaction of busi- ness. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall hive a second or casting vote. A Director may at any time summon a meeting of Directors. Article 63. The Directors may elect a Chairman at their meetings and determine the period for which he- is to hold office, but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time ap- pointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting. Article 64. The Directors may delegate any of their powers to commit- tees consisting of such member or members of their body as tht^y think tit. Any Committee so formed shall in the exercise of the power so delegated con- form to any regulations that may be imposed upon them by the Directors. Article 61. A committee may elect a Chairman of their meetings. If no such Chairman is elected or if ho is not present at the time appointed for holding the same the members present shall choose one of their number to be Chairman of such meeting. Article 66. A Committee may meet and adjourn as they think proper. Questions arising at any meeting shall be determined by a majority of the votes of the members present, and in case of an equality of votes the Chair- man shall have a second or casting vote. Akticle 67. All acts done by any meeting of the Directors or of a Com- mittee of Directors or by any person acting as a Director, shall, notwithstand- ing that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aft)resaid or th.it they or any of them were disqualified, be as valil as if evei-y person had been duly appointed and was qualified to be a Director. DIVIDENDS. Article 68. The Directors may declare a dividend to be paid to the mem- bers in proportion to their shares. Akticle 69. No dividend shall be payable except out of the profits arising from the business of the Company. Article 70. The Directors may, befori; declaring any dividend set aside out of the profits of the Company, such sum as they think proper as a resjrve 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 reserve fund upon such securities as they may select. Article 71. Thi; Directors may deduct from the dividends payable to any member all such sums of money as may be due from him to the C(impany on account of calls or otherwise. Article 72. Notice of any dividend that may have been declared shall bt! given to each member in manner hereinafter mentioned, and all dividends un- claimed for three years after having been declared may be forfeited by the Directors for the benefit of the Company. Article 73. No dividend shall bear interest as against the Company. ■M ViH 16 ) the nieiii- ACC0UNT8. Arttcxk 74. The DirectorH nhall cause true accimnta to be kept: — Of the property of the Company. Of the KiiiiiH of money reeeiveil and expended by the Company nud the matter in resptct of which wnch receipt and expenditure takes phvee, and — Of the credits and liabitities of the Company. The books of acrcount shall be kept at the registered office of the Company and subject to any reasoiiable restrictious as to the time and manner of in- speeting the same that may be imposed by the Comv)any in general meeting, shall ho open to the inspection of the members daring the hours of business. AnnoLK 7r». Once at the least in every yi'ar the Directors shall lay before the Company in general meeting a statement of the income and f'xpeuditure for the past year made up to a date not more than three months before such meeting. AuTicLK 70. The statement so made shall show, arrnnged under the most ttonvenient heads, the amount of gross income distinguishing the several sour- ces from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries and other like mat- ters. 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 expenditiu'e which may in fairness be distributable over several years has been iucuiTed in any on«i year, the whole amount of such item shall be stated with the addition of the reasons why only a portion of such expenditure is chargeable against the income of the year. Article 77. A balance sheet shall be made out in every year and laid before the Company in general meeting, and such balance sheet shall contain a summary of the property and liabilities of the Company arranged under the heads appearing in the form annexed to Table A in the said Act, or as near thereto as circumstances admit, AUDIT. Abticle 78. Once at least in every year the accounts of the Company shall be examined and the con'uctness of the balance sheet ascertained by (me or more auditor or auditors. Article 79. The first auditors shall be appointed by the Directors. Sub- sequent auditors shall be api)ointed by the Company in general meeting. Article 80. If one auditor only is appointed all the provisions herein contained relating to auditors shall apply to him. Article 81. The auditors may be members of the Company, but no person is eligible as an auditor who is iuttrestcd otherwise than as a member in any transaction of the Company, and no Director or any other officer of the Com- pany is eligible during his cuntinuance in office. AitTicLK 82. The election of auditors shall be made by the Company at their ordiuivry meeting in each year. Article H'.i. The remuneration of the first auditoi-s shall be fixed by the Directors ; that of subseijuent auditors shall be fixed by the Company in gen- eral meeting. Article 81. Any auditor shall be re-eligible on his quitting office. AiiTicLE 85. If any casual vacancy occurs in the oflice of any auditor ap- pointed by the Company, the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same. Artici,e 8(). If no election of auditoi's is made in manner aforesaid the Gold Commissioner for the Cariboo District may, on the application of not less than five members of the Company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the Company for his services. Article 87. Every auditor shall be supplied with a cojjy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto. 16 AuTicLK HS. Evt'iy iiiiditor hIihII hitv<- a list cU-livcrcd to hi i of nil hooks kept hy tlit' ('oDijmiiy, and shiilj lit uU rrusoimhli' tiiiii'S hiivi' iiict'ss hi Un- hooks 1111(1 iiccoiinls of the coiiiimiiy. He miiy, iit the fxpfiiHc of tlif comimny I inploy ivfotinlimts or other pcisourt to iinsist bim in iuvi-KtiKntiiij^ siuh luronuts, iiml he umy, in iilution lo sucli upi-ounts, cxiuniiic tlu- Din-dors or other olHeeis of the Coniiiaiiy. AuTici.f. H'.l. 'I'lie iuidilors shull make 11 report to till' nieuihi-rs uj)on tiie halaiiee nheel and accounts and in every report they shall state whether in their opinion the halanec sheet is a full and fair b ilaiiee slu-et e'Mitainiii'^ tlie particulars rerpiired hy these rcHulatiniis and properly drawn np so as to exhibit a true and correct view of the stiite of the (^omiiany'sart'airs, and in case they have called for explanations or iuforniatioii from the Directors whether such exidanations or infoiiiiation have been ^iven by the Directors and whether they have been satisfactory, and such nport shall be read to- gether with the report of the Directors at the ordiniuy niciotiuy. NOTICES. Akticlk i)0. A notice may be served by the Company ni)oii uny nieniber either personally or by sending it thrcnit^h the post in a prepaid lotter to such member at his re^^istered phuH^ of abode. AiiTici-K '.•/. .Ml notices directed to be t^ivi^n to the nieniliers Klmlt with respect to any share to which jarsons are jointly entitled be j,'ivcu to which- ever of such persons is named first in the rei,'ister of inembt rs, and notice so given shall be snflUient notice to all the holders of such share. AuTiuLK 5)2. Any notice if served by post shall be deemed to have boon served at the time when the letter containing the same wonld, if a[>pliod for, be deliven-d in the ordinary course of the post, and in proving such service it shall be snfiicient to ))rove that the letter containing the notice was properly addressed and put into the post-otiic^e. Sl>E(;iAIi ARTICLES. Artk'LK 93. And whereas the promoters hereinafter named of this Com- )>auy. in consideration of their hol eeii sold as hereinatti-r mentioned, but in all other repecls the Indders of the,,said twenty-vwo thousand shares shall be i-ntitled to all pi-ivilei^es, other than sale, and subject to all liabilities in respect thereof as if (certificates for tlw- same had actually been issued to theru. Artt'.-i.e !)l. It shall be lawful fur the Dirr ctors to sell at such time or times in such mann'-r and for su(-li sum or sums not h-ss than one dollar per share as th»-y shall think tit the remaining eight thousand shares. Artici.?; 05. The pro(-eeds of the sah^if said eight thousand shares shall b( apiiropriated solely f(U- the legitimate exjjeusf-s of prospecting and working the said quartz mining loc-ation and such other qnartz locations as may be obtained, and the procuring of the necessary plant and materials for so doing and for the legitimate exja-nses of iucoqjoration. Arttci.e Ofi. The purchase- money j^aid by any person purchasing any of the eight thonsnnd shares will ot be reckoned nor deemed part payment of .1 'if 111! books ari'i'KS to the tlif comiiaiiy itij^ivtin^j Kiii'li If Diicctovs (II' ITS uj)on tiic li;tht'r in tlicir )iitaiiiiiit< tin- 11 up so iis to iitfiiii's, iind in Ihi' directors tht.' Dirccttors A] be read to- i any nieinber J lottiT to Kuch ers slmll with von to which- ftnd notice so to li.ive been if a[)i)liod for, such service it wiiK properly 17 his hubility to culls nor plaw him by n iison of sm-h luiyiutut in ivuy bettor p.isition ti'iiui that of the jtroniotinL;" shuii'holderH excejjt that hi' will be en- piisition tiiiin tiiiit ot iric ]> titkd iit oiiif to a c'ertiticate of his shureH. NaMKS. AliDllKSSLS ANn DkscKII'TIo.N 111' Sl'US( UIIIKUS. jlicliard Itiilli y IIiu'jmi', (ll lll'^;(' CnWJlll. Ilriiiy MtixiiiU'd Hill. Jcilm Kiii'iz. Filix Niiifrldi r. lidlii rt l(. McMiclviiiK- Alex. K. li. Davio. ItarKirvilli . r.ai'Uci'N ill' . UicliHi'hI. victtii'iii. r.. ('. Vii't.iilii. li. (". Victdl'iil. 1'.. ('. Victiii'iii. !'•. ('. MiniiiK KnKine'T. Miner. Esciuire. Mint r. Merchant. TeleKrapiiint. RarriHter at Law. Dated I'tli Ndvcnibir, 1877. WitncNS to the above KiKnatiires of l{icli;o'd H. Harper. (leorKf Cuwaii. and Heiiiv M. Hall: G. ('. Tuiistall. liarkerville, Af,'ent. Dated (itli Dicendier. 1S77. WitnettK to the abov.; signatures of .lohii Kurt/,. Felix Neufeld.r. Ihibeit D. MeMickinR, Alex.E. 15. Davk': E. C. Neufelder. Vietoria, Accountant. of this Com- ransfer to the for theniHclves )()(); Ifluel B. 1-, 1,0(10; IMix , 1,000;' Alt.x. 1,000; Joseph , 1,000; John Lndrew Kelly, im McKeuzie, 'iOO ; Thomas ; Hugh Ross, av.H, 100. It is d)ility of live dl issue until ter mentioned, lusand shares o all liabilities ecu issued to ; such time or one dollar per is. d shares shall g and working us as nuiy be .Is for so doing :hasing any of rt payment of