Establishment of institution of learning

To be undenominacional

Power to hold property

Head office

Capital stock

Davidson, Carl Weiting, Wendell Maclean, and such other persons as shall hereafter become shareholders in the corporation hereby created are hereby constituted a body corporate and politic under the name of "Western Canada College," hereinafter called "the corporation," and they and their successors shall by the said name have perpetual succession and a common seal, and may under the said name sue and be sued, and shall have all the powers, rights and privileges incident to a corporation and as hereinafter mentioned.

2. The corporation shall have power and legal authority to establish, equip, maintain and conduct in or near the City of Calgary an institution of learning for the education and instruction of youths of both sexes, or of either sex, in the elementary and higher branches of knowledge and to do all such acts, matters and things as are incidental or conducive to the attainment of the said objects.

3. The said institution shall be undenominational and no religious test shall be required of any trustee, principal, master teacher, instructor, officer, or servant of the institution or corporation, nor shall religious observances according to the forms peculiar to any religious denomination be imposed on any such principal, master teacher, instructor, officer or servant, or any of them, or upon any pupil or student of the institution, but the board of trustees hereinafter provided for may make such regulations as they think expedient touching the physical and moral training and conduct of the pupils and students and for their attendance upon public worship in their respective churches or other places of religious worship and respecting their religious instruction by their respective ministers according to their respective forms of religious faiths and every facility shall be afforded for such purposes.

4. The said corporation shall have power to take, receive, own, hold, purchase, take on lease or inexchange, hire or otherwise acquire any such real and personal property as the board of trustees may deem requisite, necessary or desirable for the purposes of the said institution and also to mortgage, sell, lease, transfer or otherwise dispose of the same or any part thereof and also to receive and hold for the benefit of the corporation all gifts, scholarships, bursaries or donations, special or general, and any legacies, devises or bequests of property, real or personal, on any trusts relating thereto which may be directly or indirectly for the benefit of the corporation and also to sell, transfer and convert into money all such property, real and personal, and to apply the proceeds thereof directly or indirectly to or for the benefit of the corporation.

5. The head office of the corporation shall be at the City of Calgary.

6. The capital stock of the corporation shall consist of the sum of fifty thousand dollars divided into five thousand shares

of ten dollars each, payable as follows: one-fifth in cash upon subscription and the balance in four equal annual instalments, the first of such instalments to be paid in one year from the date of subscription and the remaining instalments yearly thereafter as aforesaid.

ment of

7. The corporation may commence operations and exercise Commencethe powers hereby granted so soon as ten thousand dollars of operations the said shares shall be subscribed and twenty per cent. thereof paid thereon.

regulations

8. The corporation in general meeting may from time to Rules and time make all such rules and regulations and pass all such bylaws and do all such acts and things not contrary to this Ordinance as they may deem necessary or desirable for carrying out the objects of the corporation and may at any such general meeting increase or reduce the number of trustees hereinafter provided for and may alter their qualifications and may also determine whether all or what number of or in what rotation such trustees shall in each or any year continue in or retire from office, provided that the number of such trustees shall in no case be less than seven nor more than fifteen.

trustees

9. The control, regulation and management of the business Board of and affairs of the corporation shall be vested in a board of trustees consisting of thirteen members to be elected by the shareholders as hereinafter provided and until the election hereinafter provided for takes place the following persons shall be the board of trustees: James Muir (who shall have power to convene the first meeting of the board of trustees at such time and place as he may deem proper), William Pearce, Thomas Underwood, John J. Young, C. F. P. Conybeare, Thomas Tweed, A. T. Cushing, Charles A. Stuart, Murney Morris, G. A. Anderson, P. Turner Bone, Malcolm McInnis and George A. Kennedy.

10. The first general meeting of the shareholders of the cor- Annual general poration shall be held in the City of Calgary at the office of meetings the corporation on the first Wednesday in the month of September, in the year one thousand nine hundred and three, and thereafter a general meeting of the shareholders shall be held in each year at such time and place as the board of trustees shall from time to time direct, and at such first and subsequent general meetings the shareholders present in person or by proxy shall elect a board of trustees, provided that if for any reason the said meeting or meetings, or any of them, is not held at the time appointed therefor the previous board of trustees shall continue in office until their successors are elected.

11. Any person holding five or more shares on which he or she is not in arrears for any payment thereon shall be eligible to be elected as a trustee and women as well as men shall be so eligible.

Qualification of trustees

Votes of shareholders

Special general meetings

Notice of meetings

Quorum

12. At all meetings of the shareholders each shareholder shall have only one vote except upon the election of members of the board of trustees and at such election each shareholder holding less than ten shares shall have one vote and each shareholder holding ten shares but less than thirty shall have two votes and each shareholder holding thirty shares or more shall have three votes and no shareholder shall have more than three votes and every shareholder may in writing constitute any other shareholder his or her proxy to vote at such meetings and every such appointment shall be produced to and deposited with the person presiding at such meeting before the vote of such proxy shall be received, but no instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution; provided that any shareholder upon whose stock any instalment is in arrear and unpaid shall not be entitled to vote at any meeting.

13. In addition to the annual general meeting of the shareholders herein before provided for, special general meetings of the shareholders may be convened by the board of trustees at such times and places as they may think fit and a special general meeting of the shareholders shall be convened at any time by the board of trustees on the requisition of any ten shareholders requiring them so to do and such requisition shall be in writing and shall specify the object of the meeting and shall be left with the secretary or other officer or member of the board of trustees and if the board of trustees shall fail to cause such meeting to be held within twenty-one days after the said requisition is left with the secretary or other officer as aforesaid such shareholders may call a general meeting by giving notice as hereinbefore mentioned; provided that no special general meeting called upon any such requisition shall enter upon any business not set forth in such requisition and notice.

14. Notice of all meetings of the shareholders shall be given by mailing not less than ten days before the dates of such meetings a prepaid circular letter addressed to each shareholder at his or her postoffice address as stated in the register of shareholders and such notice shall specify the place, day and hour of such meeting and in the case of a special general meeting called upon the requisition of any ten shareholders such notice shall also specify the object of such meeting.

15. At all general meetings of the shareholders ten shareholders either in person or by proxy shall constitute a quorum and at every such meeting such person shall preside as the board of trustees may appoint and in default of such appointment or in the absence of the person so appointed the shareholders present may elect a person from their own number to preside.

16. Every meeting of the shareholders may be adjourned Adjournment from time to time as the shareholders present may by resolution decide.

trustees to

17. The board of trustees in addition to the powers and Board of authorities by this Ordinance expressly conferred upon them have power of may exercise all such powers and do all such acts and things shareholders as may be exercised or done by the shareholders in general meeting and as are not hereby expressly directed or required to be exercised or done by the shareholders in general meeting but subject nevertheless to the provisions of this Ordinance and to any regulations from time to time made by the shareholders in general meeting; provided that no regulations so made shall invalidate any prior act of the board of trustees which would have been valid if such regulation had not been made.

of board of

18. Without prejudice to the general powers conferred by other powers the last preceding clause of this Ordinance and the other trustees powers conferred by this Ordinance, it is hereby expressly declared that the board of trustees 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 and establishment of the corporation and the passing of this Ordinance.

2. From time to time at their discretion to raise or borrow any sum or sums of money for the purposes of the corporation but so that the amount at any time owing in respect of moneys so raised or borrowed shall not without the sanction of a general meeting of the shareholders exceed the nominal amount of the capital.

Nevertheless no lender or other person dealing with the corporation shall be concerned to see or enquire whether this limit is observed.

3. To raise or secure the repayment of such moneys in such manner and upon such terms and conditions in all respects as they think fit and in particular by mortgaging all or any part of the real and personal property of the corporation or by promissory note or other negotiable instrument or by the issue of debentures or debenture stock of the corporation charged upon all or any part of the property of the corporation including its unpaid capital for the time being.

4. To purchase or acquire by gift or otherwise any property rights or privileges which the corporation is authorised to acquire at such price and generally on such terms and conditions as they may deem proper.

5. To determine who shall be entitled and have power to sign on behalf of the corporation, deeds, transfers, mortgages, leases, contracts, receipts, releases, discharges, cheques, promissory notes and other negotiable instruments and all other documents necessary or incidental to the business of the corporation.

6. To fix and determine the officers of the corporation and the mode of electing or appointing the same and their respective powers, duties, salaries and qualifications.

7. To select, appoint and engage all such teachers, instructors, servants and employees as they may deem necessary in connection with the said institution and to fix and determine their respective terms of office, powers, duties, salaries and qualifications, and the same from time to time to dismiss and discharge.

8. To make such regulations for the management, government and discipline of the said institution for the admission of pupils or students thereto and for determining their courses of studies and the fees to be paid by such pupils or students as they may deem proper.

9. To provide for the boarding and lodging in a residence or residences, connected with the said institution, of such pupils or students as may desire the same and to fix the terms and charges therefor and the mode of payment thereof.

10. To enter into any arrangements with any authorities, legislative, municipal, local or otherwise, that may seem conducive to the objects of the corporation or any of them and to obtain from any such authority any rights, privileges and concessions which the corporation may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

11. To erect, construct, furnish, equip, maintain and alter any buildings necessary or convenient for the purposes of the corporation.

12. To delegate any of their powers to an executive or other committee or committees consisting of such member or members of their own body as they think fit; provided that any committee so formed shall in the exercise of the powers so delegated conform to any regulation that may from time to time be imposed upon it by the board of trustees.

13. To appoint such person or persons as they may deem proper to be visitor or visitors of the said institution with such powers of inspection and report as the board of trustees may decide.

14. To provide for and regulate the transfer and registration of shares in the corporation.

15. Subject to the approval of the shareholders in general meeting to declare a dividend to be paid to the shareholders in proportion to their respective shares provided that no dividend shall be payable except out of the profits arising from the business of the corporation, and provided further that no such dividend shall exceed three per cent. per annum upon the capital stock of the corporation.