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Memorandum and articles of association 1909

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 COMPANIES ACTS, 1897 TO 1909
B. C. CITY AND SUBURBAN
PROPERTIES, LIMITED
COMPANY LIMITED BY SHARES
MEMORANDUM AND ARTICLES
 OF	
ASSOCIATION
Elliott & Shandley
Barristers and Solicitors
VICTORIA, B. C.
IK  BRITISH   COLUMBIA
COMPANIES ACTS  1897 TO  1909'
COMPANY LIMITED BY SHARES
urban Properties,
LIMITED
Memorandum of Association
^^SullM
t-j
1. The name*of the Company is "Br'Or^Gifey—a^t-&ubu*ban-Proprieties,
limited."
2. The objects for which the Company is established are:
(a) To acquire by purchase, lease, exchange or otherwise* lands,
tenements, buildings and hereditaments of any tenure or description,-
•and-any estate or interest therein, and-any rights over or connected
with land, and to sell or otherwise dispose of, exchange, lease, rent,'
mortgage or otherwise encumber lands, tenements, buildings, and
hereditaments of any tenure or description, and any estate or interest
therein, and any rights over or connected-with land.
• (b) To purchase and otherwise acquire and deal in, hold, sell,
lease, mortgage • arid hypothecate real and personal property of all
kinds, and in particular lands, buildings, hereditaments, timber lands
or leases, timber claims, licenses to cut timber, mines, mineral claims,
placer claims and "mineral and mining interests generally, surface
'rights and rights of way, water records and privileges, business concerns and undertakings, mortgages, charges, annuities, patents, licenses,
shares, stocks, debentures, securities, policies, book debts, claims, and
any-interest in real or personal property and any claims against such
property or against any persons or company.
(c)     To acquire tracts of land with the object of subdividing the
.' same into lots and selling such lots and to subdivide into lots any
tract of land when acquired and to s«ll such lots. (d) To carry on business as general contractors for the carrying out, construction, installation and completion of works, erections
and contracts of all kinds.
(e) To carry on the business of a general merchant in all its
branches, and in particular to buy, sell, manufacture and deal in merchandise, goods, consumable articles, chattels and effects of all kinds
both wholesale and retail, and to transact every kind of mercantile
business and to transact every kind of agency business, and to undertake and execute any trusts and offices of trust.
(f) To purchase, build, own, charter, use, hold, equip, maintain and operate steamships, sailing vessels, and other vessels, boats
and crafts, and to carry on business as carriers of freight and passengers for hire, and to own and operate docks and wharves and to carry
on business as dock-masters and wharfingers.
■ (g) To sell, improve, manage, develop, lease, mortgage, dispose
of, turn to account or otherwise deal with all or any part of the Company's property and assets.
(h) To borrow, raise or secure the payment of money on security
of the whole or any part of the property and assets belonging to the
Company, and to grant, execute, seal and deliver mortgages, bonds,
bills of sale, debentures, or other securities for the same.
(i) To create and issue at par or at a premium or discount
debentures, mortgage debentures, debenture stock and other securities
payable to bearer or otherwise, and either perpetual or redeemable or
re-payable with or without a bonus or premium, and either at a fixed
date or by drawings, and collaterallv to secure any securities of the
Company by means of bonds or trust deeds or otherwise and in thf
case of uncalled capital to confer upon the incumbrancer such powers
of making and enforcing calls as the Directors may think fit.
(j) To lend money on real or personal security and generally to
carry on business as financiers and investors and to undertake and
carry out all business transactions and operations (except the issuing
of policies of insurance either fire, life or marine, as underwriter on
the credit of the Company) as an individual capitalist might lawfully
undertake and carry out.
(k) To lend and advance money to such parties and on such
terms as may seem expedient, and in particular to customers of and
persons having dealings with the Company, and to make, draw, accept,
indorse and discount promissory notes, bills of exchange and other
and all negotiable instruments.
(1) To purchase, lease, construct and hold or otherwise acquire
foreshore and territorial water rights,' foreshore rights and privileges,
real and personal property, patents, machinery, warehouses, wharves
and other buildings and easements, and to sell, lease or mortgage the
same or any part thereof.
(m)    To    acquire   concessions,    licences,   leases,    rights
and
privileges as may be found necessary or desirable for the attainment
of the objects of the Company or any of them, and to exercise generally all such powers as may from time to time be conferred on this
Company by Act of Parliament, charter, license or other executive
or legislative authority. (n) To purchase, lease or otherwise acquire any business similar
in character to tbe herein stated objects, and to acquire and undertake
the whole or any part of the business, property and liabilities of anv
person or company carrying on any business which this Company is
authorized to carry on, or possessed of property suitable for the purposes of this Company
(o) To enter into partnership or into any arrangement for
sharing profits, union of interests, reciprocal concessions or eo-opera-
tion with any person or company carrying on or about to carry on or
engage in any business or transaction which the Company is authorized to carry on, or engage in any business transaction capable of being
conducted so as to directly or indirectly benefit the Company, and
to take or otherwise acquire shares or stock or securities in any company and to subsidize or otherwise assist any such company, and to
sell, hold and use, with or without guarantee, or otherwise deal with
such shares or securities.
(p) To acquire water and water-power by records of unrecorded
water or by the purchase of water records or water privileges, and
to divert, take and carry away water from any stream, river and lake in
British Columbia, and to render water and water-power available for
use, application and distribution by means of and by the purchase or
erection or carrying out and the maintaining of any works, erections,
undertakings or improvements whatsoever, and to operate and carry
on the business of a power company, and to construct and operate
works and to supply and utilize water under the Water Act, 1909,
and to use water and water-power for producing any form of power
and for producing and generating electricity for the purposes of light,
heat and power, and to sell and supply light, heat, water, water-
power, compressed air, electricity and electric power and any other
forms of developed power to consumers for any purposes to or for
which compressed air, electric power or any other form of developed
power may be applied or required.
(q)     To allot the shares of the Company credited as fully or
partly paid up as the whole or part of the purchase price for any       /
property, real or personal, purchased by the Company, or   for any
valuable considerations, as from time to time may be determined.
(r) To carry on any other business which may seem to the
Company capable of being conveniently carried on in connection with
the above, or calculated, directly or indirectly, to enhance the value «
of or render profitable any of the Company's property or rights, and
to do all such Other things as are incidental or conducive to the attainment of the above objects or any of them.
(s) To obtain any Act of Parliament or of Legislature to enable
the Company to carry any of its objects into effect, or for dissolving /
the Company and re-incorporating its members as a new company for
any of the objects specified in this memorandum, or for effecting any
other modification in the constitution of the Company.
3.    The liability of the members is limited.
4. The capital of the Company is Twenty-five Thousand Dollars
($25,0Q4hOO), divided into Fifty (-50) shares of Five hundred dollars ($500:00-)
each, with power, and the Company shall have power from time to time to
increase the capital of the Company, and with power, and the Company shall
have power from time to time to divide the shares in the share capital of the
Company for the time beinc, as well initial as increased, into several classes,
and to attach thereto respectively any preferential, deferred, qualified or special
rights, privileges or conditions.
iirv 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 our respective names.
Namea, Addresses and Description of Subscribers.
Arthur John Weaver Bridgman, Esquimalt Road, Victoria,
B. O, Real Estate Agent	
Harry   Percy   Simpson, Fernwood   Road, Victoria,  B. O,
Manager	
Number of Shares
taken by
each Subscriber
Dated the 10th day of December, 1909.
One
Oi
ie
John   William   Speck,   Grahame ' Street,   Victoria,   B. C,
Accountant	
One
Rowland Fennings Taylor, Yates Street. Victoria, B.C.,
Bank Manager	
One
ci
William Bruce Ryan, 1007 Government Street, Victoria,
B. C. Real Estate Agent	
One
Total Shakes Taken
Five
Witness:
Cleeve Gilbert White,
Gorge Road, Victoria, B. C.
Student-at-Law. COMPANIES ACTS 1897 TO 1909
COMPANY LIMITED BY SHARES
B. C. City and Suburban Properties,
LIMITED
Share Capital $25,000, divided into 50 Shares of $500 each
Articles of Association
INTERPRETATION.
1.    In these presents, unless there shall be something in the subject or
context inconsistent therewith: ] I
"The Company" shall mean "Bt C. City- and:-S^u-bwrrbaa---
Properties, Limited.''
/
"Special Resolution" has the meaning assigned thereto by
the Companies Act, 1897 (Section 100.)
"The office" means the registered office for the time being
of the Company.
"The Register" means the register of members to be kept
pursuant to Section 36 of the Companies Act, 189Y.
The expression "the Directors" wherever used and occurring shall mean the Board of Directors of the Company for
the time being holding office and whether or not there be any
vacancy in such Board.
Words importing the singular number only, include the
plural, and vice versa.
Words importing the masculine gender only, include the
feminine gender.
Words importing persons include corporations.
y
s
2. The regulations contained in Table A of the Companies Act, 1897,     '
shall not apply to the Company.
BUSINESS.
3. The Company may commence business notwithstanding that any part
of the capital may remain unallotted or unsubscribed.
4. The shares shall be under the control of the Directors, who may allot
or otherwise dispose of the same to such persons, on such terms and conditions,
and at such times as the Directors think fit. 6
5 The Company may so far modify the conditions contained in its
Memorandum of Association as to increase its capital by the issue of new shares
of such amount as it thinks expedient, or to consolidate and divide its capital
into shares of larger amount than its existing shares, or to sub-divide its capital
into shares of smaller amount or to convert its paid-up shares into stock and may
divide, create and issue any part of the share capital as well initial as increased,
into and in several classes, and may attach thereto respectively any preferential,
deferred, qualified, or special rights, privileges or conditions, and- may make all
such other modifications in the conditions of the said Memorandum as are lawful and possible under and by virtue of the provisions of any statute.
6. The Directors or the Company may make arrangements on the issue
of shares for a difference between the holders of such shares in the amount of
calls to be paid and the time of payment of such calls.
7. If by the conditions of allotment of any share the whole or part of
the amount thereof shall be payable by instalments, every such instalment
shall, when due, be paid to the Company by the holder of the share.
8. If two or- more persons are registered as joint holders of any share,
any one of such persons may give effectual receipts for any dividend payable
in respect of such share, but except in that respect and as to the power of
voting hereinafter contained, the only person recognized by the Directors as
the holder of that share shall be the person whose name for the time being
stands first on the register.
9. If several persons are registered as joint holders of any share, they
shall be severally as well as jointly liable for the payment of all instalments
and' calls due in respect of such share.
10. The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof, and accordingly shall not be bound to
recognize any partial, equitable, future or contingent interest in any share, or
any liability in respect of any share, other than the interest and liability to the
Company of such registered holder.
11. None of the funds of the Company shall be employed in the purchase of or lent on shares of the Company.
12. The certificates of title to shares may be issued under the seal of
the Company, and signed by the Chairman of the Board of Directors, or by one
of the Directors, and countersigned by the Secretary.
13. Every member shall be entitled to one certificate for the shares
registered in his name, or to several certificates, each for a part of such shares.
Every certificate of shares shall specify the number of the shares in respect of
which it is issued  and the amount paid up thereon.
14. If any certificate be worn out or defaced, then, upon production
thereof to the Directors, they may order the same to be cancelled, and may
issue a new certificate in lieu thereof; and if any certificate be lost or destroyed
then, upon proof thereof to the satisfaction of the Directors, and on such indemnity as the Directors deem adequate being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or destroyed certificate.
8 IlS ♦ *1 "T?7 certificSe iOTed ^tte l"t preceding clause, there shall
be paid to the Company the sum of 50 cents, or such Snaller sum as the
Directors may determine. 16. The certificate of shares registered in the name of two or more
persons shall be delivered to the person first named on the register.
CALLS.
17. The Directors may, from time to time, make such calls as they think
fit upon the members in resect of all moneys unpaid on the shares held by
them respectively, and not by the conditions of allotment thereof made payable at fixed times, and each member shall pay the amount of every call so made
on him to the persons and at the times and places appointed by the Directors.
18. A call may be made payable by instalments.
19. A call shall be deemed to have been made at the time when the
resolution of the Directors authorizing such call was passed.
20. Twenty-one days' notice of any call shall be given, specifying the
time and place of payment and to whom such call shall be paid.
21. If the sum payable in respect 'of any call or instalment be not paid
on or before the day appointed for payment thereof, the holder for the time
being of the share in respect of which the call shall have been made, or the
instalment shall be due, shall pay interest for the same at such rate, not exceeding eight (8) per cent, per annum, as the Directors may determine, from the
day appointed for'payment thereof to the time of the actual payment.
22. On the trial or hearing of any action for the recovery of any money
due for any call, it shall be sufficient to prove that the name of the member
sued is entered in the register of members as the holder or one of the holders
of the shares in respect of which such debt accrued; that the resolution making
the call is duly recorded in the minute book; and that notice of such call was
duly given to the member sued, in pursuance of these presents; and it shall not
be necessary to prove the appointment of the Directors who made such call, nor
any other matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.
23. The Directors may, if they think fit, receive from any member willing to advance the same, all or any part of the money due upon 'the shares held
by him beyond the sum actually called for; and upon the money 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 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.
FORFEITURE   AND   LIEN.
24. If any member fail to pay any call or instalment on or before the
day appointed for the payment of the same, the Directors may at any time
thereafter during such time as the call or.instalment remains unpaid, serve, a
notice on such member requiring him to pay the same, together with any interest that may have accrued and all expenses that may have been incurred
by the Company, by reason of such non-payment.
25. The notice shall name a day (not being less than 21 days from the
date of the notice), and a place, or places in or at which such call or instalment
and such interest and expenses as aforesaid are to be paid. The notice shall also
state that in the event of non-payment at or before the time and at the place
appointed, the shares in respect of which the call was made or instalment is
payable, will be liable to be forfeited. ■
26 If the requisitions of any such notice as aforesaid are not complied
with, any shares in respect of which such notice has been given may, at any
time thereafter, before payment of the calls or instalments interest and expenses, due in respect thereof, be forfeited by a resolution of the Directors to
that effect. Such forfeiture shall include all dividends declared m respect ol
the forfeited shares and not actually paid before the forfeiture.
27. When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose name it stood prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be
made in the register.
28. Any share so forfeited shall be deemed to be the property of the
Company, and the Directors may sell, re-allot and otherwise dispose of the same
in such maimer as they think fit, and such share shall continue to bear the
number by which it was distinguished prior to the forfeiture.
29. The Directors may at any time before any share so forfeited shall
have been sold, re-allotted, or otherwise disposed of, annul the forfeiture upon
such conditions as they think fit.
30. Any member whose shares have been forfeited shall, notwithstanding,
be liable to pay, and shall forthwith pay to the Company all calls, instalments,
interest, and expenses owing upon or in respect of suoh shares at the time of
the forfeiture, together with interest thereon, from the time of forfeiture until
payment, at eight per cent, per annum, and the Directors may enforce payment
thereof if they think fit.
31. The Company shall have a first and paramount lien upon all the
shares other than fully paid up shares registered in the name of each member
(whether solely or jointly with others) for his debts, liabilities, and engagements, solely or jointly with any other person, to or with the Company, whether
the period for payment, fulfilment, or discharge thereof shall have actually
arrived or not. And such lien shall extend to all dividends from time to time
declared in respect of such shares. Unless otherwise agreed, the registration
of a transfer of shares shall operate as a waiver of the Company's lien, if any,
on such shares.
32. For the purpose of enforcing such lien, the Directors may sell the
shares, subject thereto, in such manner as they think fit; but no sale shall be
made until such period for payment, fulfilment or discharge thereof as aforesaid
shall have arrived and until notice in writing of the intention to sell shall have
been served on such member, his executors or administrators, and default shall
have been made by him, or them, in the payment, fulfilment or discharge of
such debts, liabilities, or engagements for seven days after such notice.
33.    The net proceeds of any such sale shall be applied in or towards
satisfaction^ of the debts,  liabilities  or engagements, and the residue (if any)
igi
— - —    —-    — ~~",    u«um»iu>    ui   cii gag omen us,   a.IlU   Wit
paid to such member, his executors, administrators or assiens
34. Upon any sale after forfeiture, or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Directors may cause the purchaser s name to be entered in the register in respect of the shares or stock
sold, and the purchaser shall not be bound to see to the regularity of the
proceeding or to the application of the purchase money, and after his name
has been entered on the register, the validity of the sale shall not be impeached
by any person, and the remedy of any person aggrieved by the sale shall be in
damages only, and against the Company exclusively. 9
\
TRANSFER AND TRANSMISSION.
35. The Transfer Books may be closed during such time as the Directors
think fit, not exceeding in the whole thirty days in each year.
36. The Directors may refuse to register any transfer of a share (a) where
the Company has a lien on the share; or (b) where it is not proved to their
satisfaction that the proposed transferee is a responsible person; or (c) where
the Directors are of opinion that the proposed transferee is not a desirable
person to admit to membership.
37. The instrument of transfer of any share in the Company shall be
executed by the Transferor, and the Transferor shall be deemed to remain the
holder of such share until the name of the Transferee is entered in the register
in respect thereof. In the case of a transfer of shares not fully paid up the
transfer shall contain an acceptance by the Transferee of the shares and be
executed by the Transferee.
38. The instrument of transfer of any share shall be in writing in
usual common form or in a form approved by the Directors, or as near thereto
as circumstances and the requirements of the last preceding clause will admit.
39. Before registration of any transfer the instrument of transfer shall
be left at the Registered Office of the Company, together with the certificate
of the shares to be transferred, and with such other evidence (if any) as the
Directors may require to prove the title of the Transferor, and the transfer
shall thenceforward be kept by the Company.
40. There shall be paid to the Company in respect of and prior to the
registration of any transfer such fee, not exceeding fifty cents, as the Directors
may fix from time to time.
41. The transfer books and register of members may be closed during
such time as the Directors think fit, not exceeding in the whole thirty days in
each year.
42. The executors or administrators of a deceased member (not being
one of several joint holders) shall be the only persons recognized by the Company as having any title to the shares registered in the name of such member;
and in case of the death of any one or more of the joint holders of any registered shares, the survivors or survivor shall be the only persons or person recognized by the Company as having any title to or interest in such shares.
43. Any person who has become entitled to a share in consequence of
the death, insolvency or bankruptcy of any member, upon producing such evidence that he sustains the character in respect of which he proposes to act under
this clause, or of his title, as the Directors think sufficient, may with the consent
of the Directors (which they shall not be under any obligation to give) be registered as a member in respect of such shares, or may, subject to the regulations
as to transfers hereinbefore contained, transfer such shares.
SHARE WARRANTS.
44. The Company with respect to fully paid up shares may issue warrants
(hereinafter called share warrants) stating that the bearer is entitled to the
shares therein specified, and may provide by coupons or otherwise for the payment of future dividends on the shares included in such warrants. m
10
45. The Directors may determine, and from time to time vary the conditions upon which share wa/rants shall be issued, and, in particular upon
which a new warrant or coupon will be issued in the place of the one worn out
or defaced, lost or destroyed; upon which the bearer of a share warrant shall
be entitled to attend and vote at general meetings; and upon which a share
warrant may be surrendered and the name of the holder entered in the register
in respect to the shares therein specified. Subject to such conditions, and to
these presents, the bearer of a share warrant shall be a member to the full
extent. The holder of a share warrant shall be subject to the conditions for the
time being in force, whether made before or after the issue of such warrant.
INCREASE AND REDUCTION OF CAPITAL.
46. The Company may from time to time increase the capital by the
creation of new shares of such amount as may be deemed expedient.
47: The new shares shall be issued upon such terms and conditions and
with such rights, preferences and privileges annexed thereto as the Company
shall direct; and in particular such shares may be issued with a preferential
or qualified right to dividends, and in the distribution of assets of the Company,
and with a special or without right of voting.
48. The Company may, before the issue of any new shares, determine
that the same, or any of them, shall be offered in the first instance to all of the
then members in proportion to the amount.of the capital held by them, or make
other provisions as to the issue and allotment of the new shares; but in default
of any such determination, or so far as the same shall not extend, the new shares
may be dealt with as if they formed part of the shares in the original capital.
49. Except so far as otherwise provided by the conditions of issue, or by
these presents, any capital raised by the creation of new shares shall be considered part of the original capital and shall be subject to the provisions herein
contained with reference to the payments of calls and instalments, transfer and
transmission, forfeiture, lien, surrender and otherwise.
50. The Company may, from time to time, by special resolution, reduce
its capital by paying off capital or cancelling capital which has been lost or is
unrepresented by available assets, or reducing the liability on the shares or
otherwise, as may seem expedient, and capital may be paid off upon the footing
that it may be called up again or otherwise.
BORROWING POWERS.
51. The Directors shall have power to and may from time to time at
their discretion, raise or borrow any sum or sums of money for the purposes
of the Company on the credit of the Company and may execute mortgages and
pledges of the real and personal property rights and powers of the Company
and may issue debentures without security or secured by mortgage or pledge or
otherwise, and may sign bills, notes, contracts, and other evidences of debt or
securities for money borrowed or to be borrowed for the purposes of the Company, and may pledge debentures as security for temporary loans.
^52. The Directors may raise or secure the payment of moneys in
such manner and upon such terms and conditions in all respects as' they
think fit, and in particular, by the issue of debentures or debenture stock of
the Company charged upon all or any of the property of the Company (both
present and future.)
% 53 Debentures, debenture stock and other securities may be made
assignable, free from any equities between the Company and the person to
whom the same may be issued. r
■ 11
54. Any debenture, bonds or other securities may be issued at a discount,
premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings
of the Company, appointment of Directors and otherwise.
55. The Directors shall cause a proper register to be kept of all mortgages and charges specifically affecting the property of the Company, and shall
enter in such register in respect of each mortgage or charge a short description
of the property mortgaged or charged, the amount of charge created and the
names of the mortgagees or persons entitled to such charge.
GENERAL MEETINGS.
56. The first general meeting shall be held within four months from the
date of incorporation, and at such time and place as the Directors may determine.
57. Subsequent general meetings shall be held at least once in the year
J 912, and in every subsequent year, at such time and place as may be prescribed by the Company in general meeting.
58. The above mentioned general meetings shall be called ordinary
general meetings; all other meetings of the Company shall be called extraordinary general meetings.
59. The Directors may, whenever they think fit, and they shall, upon a
requisition made in writing by members holding in the aggregate not less than
one-tenth of the whole number of shares for the time being issued, upon which
all calls or other sums then due have been paid, convene an extraordinary
general meeting.
60. Any such requisition shall specify the object of the meeting required,
and shall be signed by the members making the same, and left at the
registered office of the Company. It may consist of several documents in like
form, each signed by one or more of the requisitionists. The meeting must be
convened for the purpose specified in the requisition, and if convened otherwise
than by the Directors, for those purposes only.
61. In case the Directors after receipt of such requisition fail to convene
an Extraordinary General Meeting to be held within twenty-one days after such
receipt, the requisitionists or any other members holding the required number
of shares may themselves convene an Extraordinary General Meeting.
62. Five days' notice at least of every General Meeting specifying the
place, day, and hour of meeting, and, in case of special business, the general
nature of such business, shall be given to the members in manner hereinafter
provided, but the non-receipt of such notice by any member shall not invalidate
the proceedings of any General Meeting. With the consent in writing of all
the members, a meeting may be convened by a shorter notice and in any manner
they see fit.
PROCEEDINGS AT GENERAL MEETINGS.
63. All business shall be deemed special that is transacted at an Extraordinary GeneraP Meeting, and all that is transacted at an Ordinary General
Meeting, with the exception of the consideration of the accounts and balance
sheet the reports of the Directors and Auditors, the election of Directors and
other officers in place of those retiring, the sanctioning of dividends and such
other business as under these presents ought to be transacted at an Ordinary
Meeting, or any business which is brought under consideration by the report of
the Directors issued with the notice convening the meeting.   In the event of 12
any failure to hold the Annual General Meeting at the prescribed time, any
business which ought to have been transacted thereat, may be transacted at an
Extraordinary General Meeting specially convened for that purpose.
64. Xo business shall be transacted at any General Meeting unless three
members, at least, are present in person at the time when the meeting proceeds
to business, except only as hereinafter provided.
65. If within half an hour from the time appointed for the meeting, the
required number of shareholders be not present, the meeting, if convened by
shareholders, 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, or to such other
subsequent day and hour as the members then present shall determine.
66. At any adjourned General Meeting originally convened by the Directors, with or without requisition from members, the members present, whatever their number, shall have power to decide on all matters which might have
been disposed of at the meeting from which the adjournment took place, if a
quorum had been present thereat.
67. The Chairman (if any) of the Board of Directors, or one of the Directors shall preside as Chairman of every meeting of the Company.
68. If there is no such Chairman, or if at any meeting no Director be
present at the time of holding the meeting, or if each of the Directors present is
unwilling to act as Chairman, the shareholders present shall choose one of their
number to be Chairman.
69. The Chairman may, with the consent of the meeting, adjourn any
meeting from time to time, but no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the
adjournment took place.
70. Every question shall be decided by a show of hands, unless a poll is
demanded by at least three shareholders, and a declaration by the Chairman
that a resolution has been carried or carried by a particular majority, or lost or
not carried by a particular majority, and an entry to that effect in the book of
proceedings of the Company, shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favor of or against
such resolution.
71. If a poll be demanded, it shall be taken in such manner as the
Chairman directs, and either at once or after an interval or adjournment or
otherwise, and the result of such poll shall be deemed to be a resolution of the
meeting at which the poll was demanded. In case of an equality of votes (either
on a show of hands or on a poll) at any General Meeting, the Chairman shall be
entitled to a second or casting vote.
72. Any poll demanded on the election of a Chairman of a meeting, or
on any question of adjournment, shall be taken at the meeting and without
adjournment.
73. The demand of a poll shall not prevent the continuance of a meeting
for the transaction of any business other than the question on which a poll has
been deihanded.
VOTES OF MEMBERS.
74. On a show of hands every member present in person shall have one-
vote and upon a poll every member shall have one vote for every share held by
him in the Company, except as hereinafter mentioned. 13
75. No member shall be entitled to vote at any General Meeting other
than the first unless all calls and interest due from him have been paid, and
unless his name has been duly entered in the Register as the holder of the shares
in respect of which he proposes to vote.
i 6. Any person entitled as a legal personal representative to transfer any
shares, may vote at any General Meeting in respect thereof in the same manner
as if he were the registered holder of such shares, provided that twenty-four
hours at least before the time of holding the meeting at which he proposes to
vote he shall satisfy the Directors of his right to transfer such shares, unless
the Directors shall have previously admitted his right to vote at such meeting in
respect thereof.
77. Votes may be given either personally or by proxy. The instrument
appointing a proxy shall be in writing under the hand of the appointer, or if
such appointer be a corporation under its common seal, but in tne event of a
proxy being given by any joint holder of a share or shares such proxy "shall have
no effect if any other of such joint holders is present at the meeting for which
such proxy may have been given.
78. No person shall act as proxy who is not a shareholder and qualified
to vote, nor unless the instrument appointing him be deposited at the registered
office of the Company at least twenty-four hours before the time fixed for
holding the meeting at which he proposes to vote; no appointment of a proxy
shall be valid after the expiration of twelve months from its date except that
it may be used on any adjournment of the meeting for which it was originally intended to be given, and except in the case of any shareholder residing
outside of the Province of British Columbia who may deposit in the office of
the Company an instrument of proxy for all meetings whatsoever during his
residence out of the said province and until revocation.
79. Every instrument of proxy, whether for a special meeting or otherwise, shall, as nearly as circumstances will allow, be in the form or to the effect
following:
B. C. CITY AND SUBURBAN PROPERTIES, LIMITED.
I , of
being a member of "B. C. City and Suburban Properties, Limited,"
hereby appoint
of , (or failing him
) as my proxy to vote for me and on my behalf at the
(ordinary or extraordinary, as the case may be) general meeting of the
Company to be held; on the day of 19    ,
and at any adjournment thereof (or at any meeting of the Company that may
be held during the twelve months immediately succeeding the date hereof),
(or during my residence out of the Province of British Columbia or until
revocation hereof.)
As witness my hand this day of
19
Signed by the said
in the presence of
DIRECTORS.
80 Until otherwise determined in General Meeting, the number of
Directors shall not be less than three nor more than seven, and no person shall
be a Director unless he is a member of the Company. Three Directors shall
form a quorum for the transaction of the business of the Company and of the
Directors and whether there be or be not any vacancy m the Board. 14
SI. The First Directors shall be the signatories to the Memorandum and
Articles of Association of the Company and they shall have power to fill up any
vacancy which may occur in the Board before the Ordinary Ceneral "Meeting
tb be held in 1912.
82. The Directors shall be paid all their travelling and other expenses
properly and necessarily expended by them in connection with the Company,
and they shall also be entitled to receive out of the funds of the Company by
way of remuneration for their services, such sum as the Company in General
Meeting may from time to time determine.
DISQUALIFICATION OF DIRECTORS.
S3.    The office of Director shall be vacated:
If he ceases to be a member of the Company.
If he becomes bankrupt, insolvent or makes a general assignment for the benefit of his creditors.
If he be declared lunatic or becomes of unsound mind.
If he sends in a written resignation to the Directors of the
Company and the same is accepted by resolution of the Directors.
RETIREMENT AND ELECTION OF DIRECTORS.
84. At the Ordinary General Meeting to be held in 1912, and av„ every
ducceeding Ordinary General Meeting, the whole of the Directors shall
retire from office, and the Company at every such' General
Meeting shall fill up the vacated offices by electing a like number of duly
qualified members as Directors, and whenever the number of such retiring
Directors is less than the maximum number for the time being prescribed, may
also elect such further number of persons (if any) as the Company shall then
determine, but so that the total number of Directors elected shall not exceed
such maximum.   The retiring Directors shall be eligible for re-election.
85. If, at any General Meeting at which an election of Directors ought
to take place, the places of the retiring Directors are not filled up, the retiring
Directors, or such of them as have not had their places filled up, shall, if
willing, continue in office until their places are filled up, either at an Extraordinary General Meeting specially convened for that purpose, or at the
Ordinary Meeting, in the next or some subsequent year, unless it shall be
determined at such meeting to reduce the number of Directors and their acts
shall be binding upon the Company.
86. The Company in General Meeting may from time to time increase or
reduce the number of Directors, and may alter their qualification and also
determine in what rotation such increased or reduced number is to go out of
office.
87. The Company in General Meeting may by extraordinary resolution
remove any Director before the expiration of his period of office, and appoint
another qualified person in his stead; the person so appointed shall hold office
only during such time as the Director in whose place he is appointed would have
held the same, if he had not been removed.
88. Any casual vacancy occurring, in the Board may be filled up by the
Directors by the election of a member, duly qualified; 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. The continuing Directors may act notwithstanding any vacancy in their body.
I 15
PROCEEDINGS OF DIRECTORS.
89. The Directors may meet together for the despatch of business, adjourn
and otherwise regulate their meetings and proceedings as they think fit, may
determine the quorum necessary for the transaction of business, and may
appoint their own Chairman, and determine the period for which he is to
hold office; but if no such Chairman be appointed, or if at any meeting
the Chairman shall not be present at the time of holding the same, the Directors
present may choose some one of their number to be Chairman of such meeting.
Until otherwise determined two Directors shall form a quorum. Questions
arising at any meeting shall be determined by a majority of votes,
and in case of an equality of votes, the Chairman shall, in addition to his
original vote, have a casting vote. Yotes must be given personally. The Chairman or any two Directors may at any time, and the Secretary, upon request of
the Chairman or any two Directors, shall convene a meeting of the Directors.
90. A meeting of the Directors for the time being at which a quorum is
present shall be competent to exercise all or any of the authorities, powers, and
discretions of the Company, for the time being vested in or exercisable by the
Directors generally.
91. The Directors may delegate any of their powers to a committee or
committees consisting of such member or members of their body as they think
fit. Any committee so formea shall, in the exercise of the powers so delegated,
conform to any regulations that may from time to time be imposed on it by
the Directors.
92. All acts done by any meeting of the Directors, or by a committee
of Directors, or by any person acting as a Director, shall notwithstanding that
it shall afterwards be discovered that there was-some defect in the appointment
of such Directors, or committee, or person acting as aforesaid, or that they or
any of them were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a Director.
93. The Directors shall cause minutes to be duly entered in books provided for the purpose:
(a) Of all appointments of officers made by the Directors.
(b) Of the names of the Directors present at each meeting of the
Directors, and of any committee of Directors.
(c) Of all orders made'by the Directors and Committees of Direct
ors; and
(d) Of all resolutions and proceedings of General Meetings, and of
meetings of the Directors and Committees.
And any'such minutes as aforesaid if signed by the Chairman of any meeting
of the ' Company, or of the Directors or of any committee of Directors shall
be receivable in evidence without further proof.
POWERS   OF   DIRECTORS.
94. The business of the Company shall be conducted by the
Directors, who shall superintend and control the management and may
exercise all such powers and do all such acts and things as may be exercised or
done by the Company, and are not hereby or by any law or statute expressly
directed or required to be exercised by the Company in General Meeting, but
subject nevertheless, to the provisions of these Articles and also to any regulations from time to time made by. the Company in General Meeting; provided
that no regulations so made shall invalidate any prior act of the Directors which
would have been valid if such regulations had not been made. 16
95. In particular and without in any wise prejudicing the general powers
conferred by the last preceding clause and the other powers conferred by these
presents, it is hereby expressly declared that the Directors shall have the following powers, that is to say, power:
(1) To pay the costs,,'charges, and expenses, preliminary and incidental to the promotion, formation, establishment and registration of the Company.
(2) To purchase or otherwise acquire for the Company and to
sell, exchange and dispose of any property, rights or privileges
which the Company is authorized to acquire, at such price, and
generally on such terms and conditions as they think fit.
(3) At their discretion, to pay for'any property, rights or privileges
acquired by, or services rendered to, the Company, either
wholly or partially in cash or in shares, bonds, debentures,., or.
other securities of the Company, and any such shares may be
issued either as fully paid up or with such amount credited as
paid up thereon as may be agreed upon; and'any such bonds,
debentures, or other securities may be either specifically
charged upon all or any part of the property of the Company
and its uncalled capital, or not so*ckarged.
(4) To appoint, and at their discretion to remove or suspend such
managers, secretaries, officers, clerks, agents and servants for
permanent, temporary, or special services as they may from
time to time think fit, and to determine their duties and fix
their salaries or emoluments, and to require security in such
instances and to such amount as they think fit.
(5) To determine who shall be entitled to sign on the Company's
behalf, bills, notes, receipts, acceptances, indorsements,
cheques, releases, contracts and ' documents on behalf of the
Company, and to appoint and retain bankers for the Company,
and such appointment and retainer to revoke at discretion.
(6) To appoint one or more trustee or trustees to hold land, or
for any other purposes, on behalf of the Company.
(7) To form, promote, establish and bring out, or to join and
assist in forming, promoting, establishing and bringing out
any other company or companies having objects similar or
partly similar to those of this Company, and to sell and dispose
of to such company, or companies, or to any other company or
companies, the undertaking of the Company and all its property and effects, or any part thereof, or to amalgamate the
business of 'the Company with that of anv other company,
whose liability is limited, upon such terms as may to the Directors'seem desirable, but subject as to any sale of the undertaking or amalgamation of the business, to the approval of the
shareholders by special resolution.
(8) To invest and deal with any of the moneys of the Company
upon such securities and in such manner as they may think
fit, and from time to time to vary or realize such investments,
provided that every investment or loan shall first be formally
approved and authorised by resolution of the Board of Directors
duly entered upon the minutes of proceedings of the Board. 17
(9) To institute, conduct, defend, compound or abandon any legal
proceedings by and against the Company or its officers, or
otherwise concerning the affairs of the Company, and also to
compound and allow time for payment or satisfaction of any
debts due and of any claims or demands by or against the
Company.
(10) To refer any claims or demands by or against the Company to
arbitration, and observe and perform the awards.
(11) To act on behalf of the Company in all matters relating to
bankrupts and insolvents.
(12) To provide for the management of the affairs of the Company
abroad in such a manner as they think fit, and in particular
to appoint any person to be the attorneys or agents of the
Company, with such .powers and upon such terms as may be
thought fit.
(13) To execute and deliver in the name and on behalf of the Company in favour of any Director or any other person who may
incur or ,be about to incur any personal liability, whether as
principal or surety, for the benefit of the Company, such mortgages of and charges upon the properties and assets and
credits of the. Company as may be thought fit, and any such
mortgage may contain a power of sale and such other powers,
covenants, provisoes and provisions as shall be agreed on.
(14) To give,, allow, and pay to any Director, officer, agent or other
person employed by the Company a commission on the profits
of any particular business or transaction, or on the amount of
any particular class of business secured and u-ansaeted, or a
share in the general profits of the Company, and such commission or share of profits shall be treated as part ol the working
expenses of the Company.
(15) Before recommending any dividend, to set aside, out of the
profits of the Company, such sums as they think: proper as a
reserve fund to meet contingencies, or for equalizing dividends,
or for acquiring further property, or for repaying any moneys
borrowed by the Company, or for repairing, improving or maintaining any of the property of the Company, and for such
other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company; and
to invest the several sums so set aside upon such investments
(other.than shares of the Company) as they may elect without
being liable for any loss or depreciation in consequence of such
investments, whether the same be usual or authorized investments, and, from time to time, to deal with and vary such
investments and dispose of all or any part thereof, for the
benefit of the Company, and to divide the reserve fund into
such special funds as they think fit, with full power to employ
such reserve fund in the ordinary business of the Company
and that without being bound to keep the assets representing
the same separate from the other assets.
(16) To.enter into all such negotiations and contracts, and rescind
and vary all such contracts, and execute and do all such acts,
deeds and things in the name and on behalf of the Company
as they may consider expedient for or in relation to any of the
matters aforesaid or otherwise for the purposes of the Company. IS
96. Any Director may be appointed to any office under the Directors
with or without remuneration; but he shall not vote upon any question connected with such office. No Director shall be disqualified by his office from
contracting with the Company, nor shall any such contract, or any contract
or arrangement entered into by or on behalf of the Company in which any
Director shall be interested, be avoided, nor shall any Director so contracting
or being so interested, be liable to account to the Company for any profit
realized by any such contract or arrangement by reason of such Director holding
that office, or of the fiduciary relation thereby established, but the nature of his
interest must be disclosed by him if he is not present to every Director in writing
for if present) at the meeting of the Directors at which the contract or arrangement is determined on, if his interest then exists, or in any other case at
or before the first meeting of the Directors after the acquisition of his interest, and no Director shall vote in respect of any contract or arrangement in
which he is so interested, and if he do so vote his vote shall not be counted, but
this prohibition shall not apply to anv contract by or on behalf of the Company
to give to the Directors or any of them any security by way of indemnity, and it
may at any time or times be suspended or released to any extent by a General
Meeting.
MANAGING DIRECTOR.
97. The Directors may from time to time appoint one or more of their
body to be Managing Director or Managing Directors of the Company, either
for a fixed term or without any limitation as to the period for which he or they
is or are to hold such office, and the majority of the Directors may from time to
time remove or dismiss him or them from office and appoint another or others
in his or their place or places.
98. The Managing Director shall not, while he continues to hold that
office, be subject to retirement by rotation, but shall, subject to the provisions
of any contract between him and the Company, be subject to the^same provisions
as to resignation and removal, as the other Directors of the Company, and if he
cease to hold the office of Director from any cause, he shall ipso facto, and
immediately, cease to be a Managing Director.
99. The remuneration of a Managing Director shall from time to time
be fixed by the Directors, and may be by way of salary, or commission, or
participation in profits only, or by any or all of those modes, or otherwise.
100. The Directors may from time to time entrust to and confer upon
a Managing Director for the time being such of the powers exercisable under these presents by the Directors as they may think fit, and particularly powers to enter into contracts for and on behalf of the Company, and
mav confer such powers for such time and to be exercised for such objects
and purposes, and upon such terms and conditions, and with such restrictions,
as he or they think expedient; and he or they may exercise such powers, either
collaterally with, or to the exclusion of, and in substitution for, all or any of
the powers of the Directors in that behalf.
SEAL.
101. The Directors shall forthwith provide a common seal for the Company, and they shall have power from time to time to destroy the same, and
substitute a new seal in lieu thereof.
102. The Directors shall provide for the safe custody of the seal, which
shall never be used except in pursuance of a resolution of the Directors and
m the presence of the Chairman of the Board of Directors or of two Directors
of the Company, who shall sign every instrument to which the seal is affixed,
and every such instrument shall be countersigned by the Secretary or some other
person appointed by the Directors.
I 19
DIVIDENDS.
103. Subject as aforesaid, the profits of the Company shall be divisible
among the members in proportion to the amount paid up on the shares held
by them respectively, and every declaration of the Directors as to the amount
of the net profits of the Company shall be conclusive: Provided that where
capital is paid up in advance of calls upon the footing that the same shall
carry interest, such capital shall not whilst carrying interest confer a right to
participate in profits.
104. The Company in General Meeting may declare a dividend to be
paid to the ^members according to their rights and interests' in the profits, and
may fix a time for payment, but no larger dividend shall be declared than is
recommended by the Directors, and no dividend shall be payable except out of
the profits of the Company, or bear interest against the Company.
105. The declaration of the Directors as to the amount of the net profits
of the Company shall be conclusive.
106. The Company may upon the sale of any lands of the
Company which have been subdivided into lots and sold in the course
of business of the Company and.upon compliance with the statutory requirements hereunder set forth declare and pay dividends out of the moneys being
the net proceeds of the sale of the lands of the Company so subdivided as
aforesaid; and all such dividends and payments shall be taken and considered
as a reduction of the capital of such Company: Provided the company shall
have paid all debts legally owing by the Company, or shall have made ample
provision for the payment of the same, testified by statutory declaration made
by the Secretary of the Company, who shall attach to such declaration as an
exhibit a full, true and correct account of the liabilities and assets of the
Company, such statutory declaration to be filed with the Registrar of Joint
Stock Companies. A resolution passed by the shareholders holding at least two-
thirds in value of the paid-up capital stock of the Company, at any general
meeting of the shareholders, shall be necessary for the declaration and payment
of such dividends; and such resolution shall only be passed after the expiration
of ten days from the filing of the statutory declaration hereinbefore required
to be filed with the Registrar of Joint Stock Companies: A copy of every such
resolution, under the seal of the Company, and certified to by the Secretary
of the Company, shall be filed in the office of the Registrar of Joint Stock
Companies .within ten days after the passing of the resolution, and ten days
shall elapse after the filing thereof before payment out of any such dividend to
the shareholders shall be made.
107. Any General Meeting declaring a dividend may, by subsequent
resolution, authorize the Directors to pay such dividend, wholly or partly, by
the distribution of specific assets, and in particular of paid up shares, debentures
or debenture stock of any other Company, or partly in one way and partly in the
other and the Directors may, if they think fit, give effect to such resolution, and
may fix the value for distribution of such specific assets or any part thereof, and
mav determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest
such specific assets in trustees upon such trusts for the persons entitled to the
dividends, as may seem expedient to the Directors.
108. The Directors may, from time to time, pay to the members such
interim dividends as in their judgment the position of the Company justifies,
and in paying dividends, interim or otherwise, may give effect to any preference
or priority or other agreement attached to any share, on the issue thereof.
109 The Directors may retain and apply the dividends payable to any
member in or towards satisfaction of all such sums of money as may be due from
him to the Company on any account whatsoever. 20
110. Notice of the declaration of a dividend, whether interim or otherwise, shall be given to each member in a manner hereinafter mentioned.
111. A transfer of shares or stock shall not pass the right to any dividend
declared thereon before the registration of the transfer.
ACCOUNTS.
112. The Directors shall cause true accounts to be kept of all the receipts, credits, payments, assets and liabilities of the Company, and of all other
matters necessary for showing the true state and condition of the Company, and
the accounts shall be kept in such books and in sueh manner as the Directors
think fit, and to the satisfaction of the Auditors.
113. The books of account shall be kept at the registered office of the
Company, or at such other place as the Directors may, from tune to time,
determine.
114. Once at least in every year the Directors shall lay before the Company in General Meeting, a statement of the income and expenditure for the
past year up to a date not more than three months before the meeting; the
statement so made shall show the amount of gross expenditure. 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 case where any items of expenditure which
may, in fairness, be distributed over several years, have been incurred in any
one year, the whole amount of such item shall be stated, with the reasons
why only a portion of such expenditure is charged against the income of the
year. If any arrangement shall be made between the Company and any employee or servant of the Company on any basis of remuneration on a basis of
profit or on any agreement of the sharing of profits, the statement laid before
the Company in general meeting upon this Article shall be binding as well
upon the Company as upon every such servant or employee of the Company in
respect of the amount shewn to have been earned or in respect of the absence
of profits as the case may be.
115. A general balance sheet shall be made out in every year, and laid
before the Company in General Meeting, and shall contain a summary of the
assets and estimated liabilities of the Company made up to the same date as the
aforesaid statement, and arranged under convenient heads.
116. Every such balance sheet shall be accompanied by a report of the
Directors as to the state and condition of the Company, and as to the amount
which they recommend to be paid out of the profits by way of dividend or
bonus to the members, and the amount (if any) which they propose to carry
to the reserve fund, according to the provisions in that behalf hereinbefore
contained, and the account, balance sheet and report shall be signed by the
Chairman of Directors and countersigned by the Secretary.
AUDIT.
117. The accounts of the Company shall be annually examined and the
correctness of the balance sheet ascertained by one or more auditor or auditors
to be elected by the Company at the Ordinary Meeting in each year. The first
auditor shall be appointed by the Directors and continue in office until the
second Ordinary meeting of the Company.
118. If one auditor only is appointed, all the provisions herein relating
to auditors shall apply to him. 21
i The auditors m&7 be members of the Company, but no Director or
other officer of the Company shall be eligible as an auditor during his continuance m office, and no other person who is interested, otherwise than as a
member m any transaction of the Company, shall be eligible as an auditor
during the continuance of his interest.
120.    Any retiring auditor shall be eligible for re-electi
ion.
121. Any casual vacancy occurring in the office of auditor shall be forthwith filled up by the Directors.
122. The auditors shall be supplied with copies of the profit and loss
account and balance sheet intended to be laid before the Company in General
Meeting seven days at least before the meeting at which the same are to be
submitted, and it shall be their duty to examine the same with the accounts
and vouchers relating thereto, and to report to the Company in General
Meeting thereon.
123. The auditors shall at all reasonable times have access to the books
and accounts of the Company, and they may in relation thereto examine the
Directors or other officers of the Company.
NOTICES.
124. All notices may be served by the Company upon any registered
member, either personally or by sending them through the post in a prepaid
letter addressed to such:member at his registered place of address.
125. Each holder of registered shares, whose registered place of address
is not in the Province of British Columbia, or in some part of the British.
Dominion, may from time to time notify in writing to the Company an address
within the said Province which shall be deemed his registered place of address
within the meaning of the last preceding clause, and failing in the making of
such notification shall be deemed to receive every notice addressed to him
postage prepaid at the General Delivery, Victoria, B. C.
126. All notices directed to be given to the members shall, with respect
to any share or shares to which persons are jointly entitled, be given to whichever of such persons is required by notice to the Secretary, signed by the persons
jointly entitled, and in default of such notice then 'to the person who is named
first in the register of members, and notice so given shall be sufficient notice to
all the holders of such'share or shares.
127. Any notice if sent by post to ah address within the Province of
British Columbia shall be deemed to have been served on the day following that
on which the envelope or wrapper containing the same is posted, and if sent by
post to an address in some part of the British Dominions outside the said Prov
ince of British Columbia shall be deemed to have been served on a date (not more
than 14 days after the date of such posting), upon which, in the ordinary course
of post the said envelope or wrapper would if correctly addressed have been
delivered, and in proving such service it shall be sufficient to prove that the
envelope or wrapper containing the notice was properly addressed and put into
the post office, postage prepaid.
128. When a given number of days' notice or a notice extending over any
other period is required to be given, the day of service shall, unless it is otherwise provided, be counted in such number of days or other period. 22
DISSOLUTION.
129. If the Company in Extraordinary Meeting shall resolve on dissolution and voluntary winding up for the purpose of amalgamation with another
company, or for any other purpose whatsoever, an event on which the Company
is to be dissolved within the meaning of Sub-section 1, of Section 4, of the
Companies' Winding Up Act, 1898, shall be deemed to have occurred.
130. If the Company shall be wound up the liquidators (whether voluntary or official) may with the sanction of an -extraordinary resolution as defined
in the Companies' Winding Up (Act, 1898, divide among the contributori.es, in
specie any part of the assets of the Company, and may with the like sanction,
vest any part of the assets of the Company in trustees upon such trusts for the
benefit of .the contributories as the liquidators with the like sanction shall
think fit.
131. If the Company shall be wound up, and the surplus assets shall be
insufficient to repay the whole of the paid up capital, such surplus assets shall be
distributed so that, as nearly as may be, the losses shall be borne by the members
in proportion to the capital paid up, or which ought to have been paid up, on
the shares held by them respectively at the commencement of the winding up.
But this clause is to be without: prejudice to the rights of the holders of shares
issued upon special conditions. 23
Names, Addresses and Descriptions of Subscribers.
Arthur John Weaver Bridgman, Esquimalt Road, Victoria, B. C, Real Estate
Agent.
Harry Percy Simpson, Fernwood Road, Victoria, B. C, Manager.
John William Speck, Grahame Street, Victoria, B. C, Accountant.
Rowland Fennings Taylor, Yates Street, Victoria, B. C, Bank Manager.
William Bruce Ryan, 1007 Government Street, Victoria, B. O, Real  Estate
Agent.
Dated the 10th day of December, 1909.
Witness:
Cleeve Gilbert White,
Gorge Road, Victoria, B. C,
Student-at-Law,   m

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