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Photographic
Sciences
Corporation
33 WEST M.MN STREET
WEBSTER, rJ.Y. 14580
(716) »72-4503
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S
6
MEMORANDUM OF ASSOCIATION
OF THE
QUEFJ CHARLOTTE COAL MliliG COMPANY
LIMITED.
1. The name of llic Company is the " Qucon Charlotte Coal
Mining Company."
2. The "Registered Offi cof the Company is in New Westminster,
British Columbia,
8. The object for which the Company is establiRlied is mining on
scams of Coal, and any mineral on land to be leased or ^;rantcd, on
Queen Cliarlottc Lsland, as soon^s tlie position of tlio scams of Coal
shall be ascertaii.ed ; the urection of smelting works and sawmills ;
boring and working for cord oil ; and trading generally on the said
giant or lease. I'hc liability of the Company is limited.
4. The Capital of the Company is Fifteen Thousand Ponnds, in
Seven Thousand Five Elundred Shares at Two Founds each.
^ We the undersigned [)crsons whose names and addresses arc sub-
fcribed are desirous of being formed iuto a company in pursuance of
this Momorandum of Association, and wo rerij)cctfully agree to take
the number of shares in the capital of the company set opposite our
espective names.
|o. OF SHARES. | NAME OF SHAREHOLDER. | TLACE OF ABODE. | WITNESS.
On the 14th October. 1865. the capital was increased by a unani-
lous vote as follows :— Seven thousand live hundred siiares at two
)unda each.
I
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T A- B L E 13
AS APPLICABLE TO THE QUEEN CHARLOTTE COAL
MINING COMPANY LIMITED.
(From the Schedule to the Joint Sfoch Companies Act, 1856, 19 and.
20 Vkt, Gap. 47J
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Regulations for IWEanagrement of tJie Oompany.
SHARES.
1. No person shall be doomed to have accepted any Rliare in the
company unlcs? lie lias testified his acceptance thereof, by writing
under his hand, in such form as the company from time to time directs.
2. The company may from time to time runkc snch calls upon the
shareholders in resi-vect to all monios nni)aid on their shares as they
think fit, provided that ten days' noti^ at lonst is given of each call,
and each shareholder shall be liable To pay the amount of cnlls so
made to the persons and at the times and places appointed by the
company.
3. A call shall bo deemed to have been mado at the time when
the resolntion authorizing such call was passed.
4. If before, or on the day appointed for payment, any shareholder
does not pay the amount of any call to wliicii he is liable, then such
shareholder shall be liable to pay interest for the same at the rate of
three per cent, per month from the day appointed for the payment
thereof to the time of the actual payment.
5. The company may, if they think fit, receive from any of the
shareholders, willing to advance the same, all or any part of the
moneys due upon their respective shares beyond the sums actually
called for ; and upon the moneys so paid in advance, or so much
thereof as from time to time exceeds the amount of the calls then
made upon the shares in respect of v.'hicli sucli advance has been made,
the company may pay interest at such rate as the shareholder paying
Buch sum in advance and the company agi'cc upon.
6. If several persons are registered as Joint holders of any share,
any one of such persons may give elToctual receipts for any dividend
payable in respect of such share.
7. The company may decline to register any transfer of shares
made by a shareholder who is indo])tcd to them.
X
\ '
r u
TE COAL
850, 19 and
J.
-hare in the
by writing
iuie directs.
ils upon the
ircH as they
f each call,
of cnlls so
itecl by the
time when
hareholder
, then snch
the rate of
e payment
any of the
art of the
IS actually
r so much
calls then
jccn made,
[er paying
any share,
dividend
of shares
I
[3]
8. Every shareholder sliall, on payment of such sum, not exceed-
ing two shillings, as t!ic company may prorfcribo, be entitled to a
cortiricatc, under the common seal of the company, specifying the
share or shares neld by him and the amount prJd up tliereon.
9. If such certificate is worn out or lost, it may be renewed on
payment of such sum not exceeding two shillings as tiio company may
prescribe.
9a. _ The transfer books shall i)o closed during the fourteen days
immediately preceding the ordinary general meeting in each year.
TRANSMISSION OF SHARPS.
10. The executors or administrators of a deceased shareholder
shall bo the only persons recognized by the company as having
any title to his sliare.
11. Any person becoming eutitlcd to a share in consequence of
the death, bankrui)tc_y, or insolvency of any shareholder, or in conse-
quence of the marriage of any female shareholder, or in any way
other than by transfer, may be registered as a shareholder upon such
evidence being produced as may fronj time to time be required by the
company.
12. Any person who has become entitled to a share in any way
other than by transfer, nuiy, instead of being registered himself, elect
to have some person named by him registered as a holder of such share.
13. The person so becoming entitled shall testify such election by
execnlin!>; to his nominee a deed of transfer of sucli share.
11. The deed of transfer sliall be presented to the company, ac-
companied with such evidence as they may require to prove the title
of the transferror, and thereupon the company shall register the
transferree as a shareholder.
FORFEITURE OF SHARES.
15. If any shareholder fails to pay any call due on the appointed
day, the company may at any time thereafter during such time as the
call remains unpaid serve a notice on him requiring him to })ay such
call, together with any interest that may have accrued by reason of
such non-payment.
10. Tlie notice shall name a further day, and a place or places,
being a place or places at which calls of the company are usually made
payable, on and at which such call is to be paid ; it shall also state
tliat in the event of non-payment at the time and place appointed the
shares in respect of which such call was made will be liable to be
forfeited.
IT. If the requisitions of any such notice as aforesaid are not
complied with, any share in respect of which such notice has been
given may be forfeited by a resolulion of the directors to that elTct.
18. Any shares so forfeited shall be deemed to be the property of
the com[)any, and may be disposed of in such manner as the company
thinks fit.
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10. Any sharclioldcr wliose shares have been forfeited shall, not-
witlistanding, be liable to pay to the company all calls owing upon
sucli sliares nt the time of the forfeiture.
INCREASE IN CAIMTAIj.
20. The coui|)any may, willi the sanction of the company previously
given in general meeting, increase its capital.
21. Any capital raised by the creation of new shares shall be
considered as part of the original capital, and shall be subject to
the same provisions in all respects, whether with relerence to the pay-
ment of calls, or the forfeitui-c of shares on non-payment of calls, or
otherwise, as if it had been part of the original capital.
GENERAL MEETINGS.
22. The first general meeting shall be held at such time, not being
more than twelve months after the incorporation of the company, and
at such place as the directors may determine.
The first ordinary meeting of the company shall be held on the
third Wednesday in January, 1866, and subsequent ordinary meet-
ings on the third Wednesday in April, July, October, and January
in every year.
23. Subsequent general meetings shall be held at such time and
place as may be prescribed by the company in general meeting ; and
if no other time or place is prescribed, a general meeting shall be
held on the first Monday in February in every year, at such place as
may be determined by the directors. *
The annual meeting shall be held on the second Monday of January
in every year.
24. The above-mentioned general meetings shall be called ordinary
meetings ; all other general meetings shall be called extraordinary.
25. The directors may, whenever they think fit, and they shall,
upon a requisition made in writing by any number of shareholders
holding in the aggregate not less than one-fifth part of the shares of
the company, convene an extraordinary general meeting.
26. Any requisition so made by the sliareholders shall express the
object of the meeting proposed to be called, and shall be left at the
registered office of the company.
27. Upon the receipt of such requisition the directors shall forth-
with proceed to convene a general meeting. If they do not proceed
to convene the same within twenty-one days from the date of the re-
quisition, the requisitionists, or any other shareholders holding the
required number of shares, may themselves convene a meeting.
28. Seven days' notice at the least, specifying the place, the time,
the hour of meeting, and the purpose for which any general meeting
is to bo held, shall be given by advertisement, or in such othei* manner,
if any, as may be prescribed by the company.
29. Any shareholder may, on giving not leas than three days'
\
a
r
iUii
^
cd shall, not-
? owing upon
ny previously
ires shall be
bo subject to
;e to the pay-
t of calls, or
ne, not being
jompany, and
held on the
dinary meet-
and January
iioh time and
leeting ; and
ing shall be
3uch place as
y of January
led ordinary
lordinary.
I they shall,
shareholders
lie shares of
express the
9 left at the
i shall forth-
not proceed
to of the rc-
lolding the
eting.
0, the time,
ral meeting
lei' manner,
three days'
[.^1
n'ovious notice, submit any resolution to a nicotiiig beyond tlic matters
Contained in tfio notice given of sucli meeting.
i 30. The notice required of a shareholder shall be given l)y leaving
|a copy of the rct5olation at I'lO registered oflicc of tlie coTnpany.
I 3i. No business sliall be transacted at any meeting excejit the
''declaration of a dividend, udIchs a quorum of shareholders is present
|at the commencement of such business ; and such quorum shall be
^ascertained as follows : that is to say, if the shareholders belonging
Ito tlie company at the time of the meeting do not exceed ten in num-
^ber, the quorum shall Ijc live ; if they exceed ten there shall be added
|,to the above quorum one for every live additional sliarclioldors up to
ffifty, and one for every ten additional shareliolders after fifty, with
jthis limitation, that no qnornin shall in any case exceed forty.
; 32. If within one hour from tlie time appointed for the meeting,
*the required number of shareliolders is not })reseiit, tlie meeting, if
iconvened upon the requisition of the shareholders, shall be dissolved.
Ilu any other case it shall stai.d adjourned to tlie following day, at the
Ifiame time and place ; and if at such adjourned meeting, the required
^number of shareholders is n(jL present, it shall be adjourned sine die.
> 33. The chairman (if any) of the board of directors, shal! preside
las chairman at every meeting of the company.
I 34. If there -is no such chairman, or if at any meeting he is not
)resent at the time of holding the same, the shareholders present
jhall choose some one of tlicir number to bo chairman of such meeting.
35. The chairman may, with- the consent of the meeting, adjourn
iny meeting from time to time, and from place to place, but no busi-
less shall be transacted at an adjourned meeting other than the
)usiness leit unfinished at ihc meeting from which the adjournment
)k place.
36. At any general meeting, unless a poll is demanded by at least
Jfive shareholders, a declaration by the chairman that a resolution has
ibeen carried, and an entry to that effect in the book of proceedings
f f the company, shall be suftioient evidence of the fact, without proof
f the number or proportion of the votes recorded in favor of or
igainst such resolution.
] 37. If a poll is demanded in manner aforesaid, the same shall be
taken in such manner as the chairman di'-ects, and the result of such
|)oll shall be deemed to bo the resolution of the company in general
Ineeting.
VOTES OF SHAREHOLDERS.
38. Each shareholder shall liave one vote for every siiare he holds.
39. If any shareholder is a lunatic or idiot, he may vote by his
Committee, curator bonis, or olher legal curator ; and if any sliare-
|iolder is a minor, he may voie by his guardian, tutor, or curator, or
if more than one.
i/
Any one of his guardians, tutors, or curators, il i
I 40. If one or more persons arc jointly entitled
to a share or shares,
I Hi I !
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t'liG person wliosG name stands first in tlic vegiHtcr of Rliarclioldcrs, ii-
one of the lioldcrH of ^ncli sliarc or sharei^, and no other, isliall bo en-
titled to vote in respect of the same. /
41. No .sharehohlcr sliall he entitled/to vote at any meeting unle.<,>
all ealls duo from him have been paid,ttuU,il he sluilt hart-4»^f>».fjo.r
42. Votes may lie given either personally or by i>roxies. A proxy
shall be appointed in writing inider tlie hand of tlie appointor, or il
such aj)i)ointer is a corporation, under their common seal.
4B. Xo j)erson sliall bo appointed a ])roxy who is not a shareholder,
and the instriunont or mandaio appointing him sliall bo deposited with
tlie secretary at any time previous to the meeting at which he pro-
poses to vote. But no instrument or mandate shall bo valid after the
closing of such meeting.
DIltECTOilS.
44. The number of directors, and the names of th.o first directors,
shall be determined by the subscribers of the memorandum of asso-
ciation.
45. Until directors are appointed, the subscribers of tho memo-
randum of association shall, for c.ll the purposes of this Act, be deemed
to be directors.
TOWERS OP DIRECTORS.
46. Tiie business of the company ehall be managed by tho directors,
who may exorcise all such i)o\vei's of tho company as are not by this
Act, or by the articles of association, if any, declared to be exercis-
able ' ■ ' 0 comj)any in general meeting, subject nevertheless to any
reguk. s of tho articles of association, to the provisions of this
Act, and to sucli regulations, being not inconsistent with the afoi'osaid
regulations or })rovisions, as may Itc prescribed by tho company in
general meeting ; but no regulation made by the company in general
meeting shall invalidate any prior act of the directors which would
have been valid if sucii regulation had not been made.
DISQUALIFICATION OF DIRECTORS.
47. The office of a director shall be vacated —
If ho holds any otlier ofiicc or }>lace of profit under tho company ;
If ho becomes bankrupt or insolvent ;
If he is concerned in or jjarticl})ates in the profits of any contract
with the com})any ;
If he participates in the profits of any work done for the company.
No shareholder shall be eligible for the odice of director unless ho
shall hold fifty shares, and when lie shall cease to hold that number
he shall bo disqualified to hold office any longer.
IJut tho above rules shall be subject to the following exceptions :
That no director shall vacate his office by reason of his being i;
shareholder in any iucorporatcd company which has entered into con
Ku-iJ
T
r./^
lai'clioldors, u-
2\\ shall bo cu-
ineeting' iinlcs-
;ic\^. A proxy
ppolntcr, or il
lal.
a shareholder,
deposited with
which he pro-
valid after the
first directors,
Liiduni ol' asso-
of tho mcmo-
cVct, be deemed
y tliG directors,
[ire not by this
to be exercis-
rtlieless to any
visions of this
h tho afoi'esaid
ho company in
any in general
s which would
the company ;
f any contracl
' the company.
3ctor unless he
I that number
exceptions :
f his being t;
to red into con
[71
t-aCts with, 01' done any work for tho comp: ny of which he is director;
cvcrth(dcsH, lie shall not vote in res[)Oct of sucli contract or work ;
|iid if ho does so vote liis vote shall not be counted, and he shall incur
penalty not exceeding twenty i)ounds.
nOTATION OP mUECTORB.
48. At tho first ordinary meeting after tho incorporation of the
lonipany, the whole of the directors shall retire from ofTice ; and at
■he first ordinary meeting in evei'y subsequent year one-third of the
directors for the time being, or if their nu!id)er is not a multii)le of
|hree, then tho nund3er nearest to one-third, shall retire from ofiicc.
49. Tho one-third or other nearest numljcr to retire during the
Irst and second years ojiriiing t ;g incorj)oratioii of the company shall,
inless the directors ngi-oe auio' ; themselves, be determined by ballot.
|n every gubsc([ucnt year, the > iio-third oi" other ncnrest number wdio
)ave been longest in oflice, s!i: d retire.
50. A retiring director sh' U be re eligible.
t^ 51. The comi)any at the \i noral meeting at which any directors
ietire in manner aforesaid shf: I fill up the vacated ofiices by electing
like number of porson.-j.
52. If at any meeting at which an election of directors ought to
lake place no such election is i^ade, tlic meeting sljall stand adjourned
[ill the next day, at tho sarae lime and place ; and if at such adjourned
looting no election takes place, the f()rmer dii'cctors shall continue
|o act until new directors are appointed at the first ordinary meeting
^f tho following year.
)3. The company may from tiriie to time in general meeling in-
ireaso or reduce tho number of directors^ and nuiy also detorn\iiie in
|rhat rotation such increased or reduced number is to go out of office.
I 54. Any casual vacancy occurring in the board of dii'cctors jnay
Be filled up by the dii-ectors, I'U.t any person so chosen shall retain
lis office so long only as tho vacating director would have retained
^10 same if no vacancy had occurred.
PUOCEEDINGS OF liIllKCTOHri,
^^5
The directors may meet together for the despatch of business,
idjourn and otherwise regulate their r.ieclings as they think fit, and
letermine the quorum necessary lor the transaction of business.
Questions arising at any riieeting shall bo decided by a majority of
lotos. In case of an e*]uality of votes the ciiuirmrin, in addition to
lis original vote, sliall have a casting vote. A director may at any
[me sunnnon a meeting of the directors,
i 56. Tho directors may elect a chairman of their meetings, and
pBtermine the period for whicli lie is to hold office ; bat if no such
pairman is elected, or if at any mooting the chairman is not present
% the time appointed for holding the same, the directors [)resent shall
boose some one of their numl^cr to be chairman of such meeting.
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57. Tlie directors may delegate any of their powers to comniittccs
consisting? of snoli nicinber or incnibers of tlieir body as tliey think
III. Any coniniittoo so rormod .shall, in I'lC exercise of tiic powers so
(lf!lof.^atC(l, conform to any regulations that ;iii:y bo imposed iipon them
by tiie directors.
58. A committee may elect a chairman of their meetings. If no
sucli cliairman is elected, or if he is not present at the time appointed
for holdini? the same, the members present sliall choose one of their
number to be chairman of such meetinj^,
59. A coinmittco may meet ayd adjourn as they think proper.
Questions at any meeting shall 1)0 determined by a majority of votes
of the members present ; and in case of an cfpial division of votes
the chairman shall have a eastinti; vote.
(U). All ads done by any meeting of the directors, or of a com-
mittee of directors, or by any person acting as a director, shall, not-
withstanding that it be afterwards di.scovered that there was some
defect in the appointment of any such directors or persons acting as
aforesaid, or that they or any of them were disqnalilied, be as valid
as if every such ))er,-5on had been duly appointed and was qualified to
be a director.
()1. The directors shall cause minutes to be made in books pro-
vided for the purpose —
(1.) Of all appointments of officers made by the directors ;
(2.) Of tlie names of the directors present at each meeting of
directors and committees of directors ;
(3.) Of all orders made by the directors and committees of direct-
ors, and
(4.) Of all resolutions and i)roceodingsof meetings of the company
and of the directors and committees of directors.
And any such minute as aforesaid, if signed by any person pur-
porting to be tlie chairman of any meeting of directors or committee
of directors shall be receivable in evidence without any further proof.
62. The company in general mooting may, by a special resolution,
remove any director before the expiration oi his period of office, and
appoint another qualified person in his stead. The person so ap-
pointed shall hold office during such time only as the director in whose
place he was appointed would have held the same if he iiad not been
removed.
DIVIDENDS.
60. The directors may, with the sanction of tlveg^JAil^Hy in general
meeting, declare a dividend to be paid to the shareholders in pro-
portion to their shares. "'^'V.
64. No dividend shall be payable except out of the profits arising
from the business of the company.
65. The directors may, before recommending any dividend, set
aside out of the profits of the company such sum as they think proper
as
0
n(
ill
I
tii.
V
to committees
Kis tlicy til ink
tlio powers 80
cd upon them
itings. If no
imo appointed
one of their
liink proper,
^rity of votes
sion of votes
or of a com-
or, sliall, not-
<'rc was some
ons acting as
J, be as valid
s qualified to
n books pro-
se tors ;
1 meeting of
ees of diroct-
tlie company
person pur-
)r committee
irtlier proof,
il resolution,
3f office, and
irson so ap-
;tor in whose
ad not been
[y in general
i&KS in pro-
ofits arising
iyidend, set
link proper
LU]
i
flas a reserved fund to meet contingencies, or for equalizing dividends,
^or for repairing or maintaining the works connected with the busi-
ness 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 with the sa-^ction of the comi)any may select.
t)0. The directors may deduct from the dividends payable to any
shareholder all such sums of money as may bo duo from him to the
company on account of calls or otherwise.
67. Notice of any dividend that may have been declared shall be
given to each shareholder, or sent by post or otherwise to his regis-
tered place of abode ; and all dividends unclaimed for three years
after having been declared may bq forfeited by the directors for the
benefit of the company.
G8. No dividend shall bear interest against the company.
ACCOUNTS.
GO. The directors shall cause true accounts to be kept —
Of the stock in trade of the company ;
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.
Sucii accounts shall bo kept upon the principle of double-entry, in
a cash-book, journal, and ledger. The books of account shall be kept
■ at the principal 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 shareholders during the hours of business.
70. Once at the least in every year the directors shall lay before
the company in general meeting a statement of the income and ex-
penditure for the past year, made up to a date not more than three
months before such meeting.
71. The statement so made shall show, arranged under the most
convenient heads, the amount of gross income, distinguishing the sev-
eral sources from which it has been derived, 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 bo 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 addition of the
reasons why only a portion of such expenditure is charged against
the income of the year.
72. A balance sheet shall be made out in every year, and laid
before the general meeting of the company, and such balance sheet
shall contain a summary of the property and lia))ilities of the company,
!';(' I'-.
'!ii
m
i..^
[101
arranged under the heads appearing in the form annexed to this table,
or as near thereto as circumstances admit.
73. A printed copy of such balance sheet shall, seven days previ-
ously to such meeting, be delivered at or sent by post to the registered
address of every shareholder.
AUDIT.
74. The accounts of the company shall be examined and the cor-
rectness of the balance sheet ascertained by one or more auditor or
auditors to bo elected by tlic company in general meeting.
75. If not more than one auditor is appointed, all the provisions
licrcin contained relating to auditors shall apply to him.
70. The auditors need not be shareholders in the company. No
person is eligible as an auditor who is interested otherwise than as a
slmreholder in any transaction of the company, and no director or
other ofhccr of the company is eligible during his continuance in oflico.
77. The election of auditors shall be made by the company at their
ordinary meeting, or, if there are more tlian one, at their first ordinary
meeting in cacli year.
78. The remuneration of the auditors shall be fixed by the com-
pany at the time of their election.
7'J. Any auditor shall be rc-eligible on his quitting office.
80. If any casual vacancy occurs in the office of auditor, the
directors shall forthwith call an extraordinary general meeting for
the purpose of sup])lying the same.
81. If no election of auditors is made in manner aforesaid, the
Board of Trade may, on the application of one-fifth in number of the
shareholders 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.
82. Every anditor shall be supplied with a copy of the balance
slieet, and it shall be liis duty to examine the same, with the accounts
and vouchers relating thereto.
83. Every auditor shall have a list delivered to him of all books
kept by the company, and he shall at all reasonable times have access
to the books and accounts of the company ; he may, at the expense of
the company, employ accountants or other persons to assist him in
investigating such accounts, and he may, in relation to such accounts,
examine the directors or any other officer of the company.
84. Ti»e auditors shall make a report to the shareholders upon the
balance sheet and accounts, and in every such report tliey 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 tlio
state of the company's affairs ; and in case they have called for ex-
planations or information from the directors, whether such explana-
tions or information have been given by the directors, and whether
^«
[HI
d to this tabic, |they have been satisfactory ; and such report shall bo read, together
on days previ-
tlie registered
d and tlio cor-
ore auditor or
ng.
tho provisions
ompany. No
kvise than as a
10 director or
lancc in oflico,
npany at their
first ordinary
I by tho com-
office.
■ auditor, tho
1 raeeting for
aforesaid, tho
lumber of the
current year,
npany for his
f the balance
tho accounts
I of all books
!S have access
he expense of
issist him in
uch accounts,
'7-
dors upon tho
oy shall state
I fair balanco
ulations, and
view of tho
;allcd for cx-
ich cxplana-
and whether
Iwith the report of the directors, at the ordinary meeting,
j POWERS OP ATTORNEY.
The holder of a power of attorney from any registered shareholder
ay (if such power of attorney authorizes him to act in tho matter of
hares generally on oelialf of the person giving tho same) do every
iact which under tho provisions hereof the person giving such power
Jof attorney might do in i)crson.
I Every attorney holding a power enabling him to act in tho matter
;?of shares generally on behalf of tho person giving the same shall
•leave a copy of tho same at tho company's office in Victoria, V. T.,
land such power shall be entered by tho secretary of the company in
:tlio books of the company, and upon such registration all notices
U'oquirod to bo given to the shareholder giving such power shall be
Igivon to the attorney in such power named, until such power shall
Jhavo been revoked, and notice of such revocation shall have been
■^givcn to tho company, or until such attorney ghall have died or left
itho colony for the space of one month, and tho foe for entering such
; power shall be one shilling.
NOTICES.
85. Notices requiring to be served by tho company upon a share-
j holder (if no power of attorney shall have been previously entered
upon tho books of tho company as aforesaid) may bo served either
personally, or by leaving the same, or sending them through the post
in a letter addressed to tho shareholders at their registered place of
abode.
8G. All notices directed to bo given to the shareholders shall, with
respect to any share to which persons are jointly entitled, be given
to whichever of the said persons is named first in the register of
shareholders ; and notice so given shall be sufficient notice to all tho
proprietors of such shares.
87. All notices required by this Act to be given by advertisement,
shall be advertised in a newspaper circulating in tho district in
which the registered office of the company is situate.
All contracts, whether written or by parole, and all promissory
notes, drafts, acceptances, and bills of exchange, shall be made, signed,
accepted or endorsed only by the expressly authorized officers of tho
company.
j|i|| r/::..-
[121
On the 13tli September, 1865, the following articles were make by
special resolution, and carried unanimously on the 14th October, 1865:
1 . That the seven thousan d five hundred original shares shall from I
this date be considered as paid up to XI (one pound) each.
2. That of the new stock now created the directors shall not issue I
more than three thousand sliares except by resolution in general
meeting, and sucli shares shall be charged at the rate of ten shillings
each upon application, and ten shillings each upon allotment or within
thh'ty days, after which they shall be subject to the same assessment!
as A shares.
3. That tlie original shares shall be classed A shares, and the I
three thousand now authorized ' to be sold ' shall J)e classed 13 shares I
and the residue of the shares of the new issue as C shares.
were make by|
October, 1865:
arcs sliall from]
acli.
shall not issue I
on in general
if ten shillings
mcncor within
ime assessment
liarcs, and the
issed B s]»ares|
ares.
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