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stefansson-wrangel-09-35-001-001

COMPANIES ACT.

CANADA

No. 5747 (1910)

PROVINCE OF BRITISH COLUMBIA

CERTIFICATE OF INCORPORATION.

I HEREBY CERTIFY that "THE STEFANSSON ARCTIC EXPLORATION AND DEVELOPMENT COMPANY LIMITED" has this day been incorporated under the "Companies Act" as a Limited Company, with a Capital of One Hundred Thousand Dollars, divided into One Thousand Shares.

The registered office of the Company is situate at Vancouver, Province of British Columbia.

GIVEN under my hand and Seal of Office at Victoria, Province of British Columbia, this

H.G. GARRETT

Registrar of Joint-Stock Companies.

SEAL.

REGISTRAR OF JOINT-STOCK COMPANIES BRITISH COLUMBIA

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THE FIRST MEETING OF THE SHAREHOLDERS OF THE STEFANSSON ARCTIC EXPLORATION AND DEVELOPMENT COMPANY LIMITED, was held at 605 Credit-Fonoier Building, Vancouver B.C., on Monday, , at 11:45 A.M.

PRESENT:

JOHN ANDERSON, in the Chair.

EMILY L. WITHERS, acting as Secretary.

UPON RESOLUTION the appointment of the Directors by the Subscribers to the Memorandum of Association was approved, and the said Directors were confirmed in their appointment.

UPON RESOLUTION the election of officers by the Directors was approved.

UPON RESOLUTION the appointments of Auditors and Solicitors were approved.

All other matters dealt with by the Board of Directors were upon resolution approved and ratified.

The meeting then adjourned.

...................... Chairman.

....................... Secretary.

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THE FIRST MEETING OF THE DIRECTORS OF THE STEFANSSON ARCTIC EXPLORATION AND DEVELOPMENT COMPANY LIMITED was held at 605 Credit-Foncier Building, Vancouver, B.C., on Monday, , at 11:15 A.M.

PRESENT:

JOHN ANDERSON, in the Chair. EMILY L. WITHERS, acting as Secretary.

The Secretary was authorized to purchase a Corporate Seal, Minute and Stock Book, Share Certificates and other necessary stationery.and supplies, and to pay all preliminary expenses of the Company.

UPON MOTION the following officers were elected:

President - Stefansson Secretary-Treasurer - John Anderson.

UPON RESOLUTION Messrs. Buttar & Chiene were appointed Auditors of the Company.

UPON RESOLUTION Messrs. Wilson & Jamieson were appointed Solicitors of the Company.

UPON MOTION IT WAS RESOLVED that the Annual Meeting of the Company be held on the second Monday of January in each year.

ON MOTION IT WAS RESOLVED that Share Certificates be signed by the President and one Director.

ON MOTION IT WAS RESOLVED that the Seal of the Company be affixed to any document requiring the same in the presence of any two Directors.

The following shares of stock were then allotted as fully paid up by cash:

To Stefansson 1 share To John Anderson 1 share To Emily L. Withers 1 share

The meeting then adjourned.

.................. Chairman.

................... Secretary.

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THE FIRST MEETING OF THE SUBSCRIBERS TO THE MEMORANDUM OF ASSOCIATION OF THE COMPANY, was held at 605 Credit Fonoier Building, Vancouver, B.C., on Monday, , at 11 A.M.

PRESENT:

JOHN ANDERSON

EMILY L. WITHERS

Mr.[Anderson, John A.|Anderson]] was appointed Chairman, and Miss Withers Secretary of the meeting.

The Certifioate of Incorporation was produced.

UPON MOTION the following were elected Directors of the Company for the ensuing year:

STEFANSSON JOHN ANDERSON EMILY L. WITHERS

The following memorandum was read and ordered inserted in the minutes:

We, the subscribers to the Memorandum of Association of the above Company, hereby consent to the meeting being held this day at 605 Credit-Fonoier Building, Vancouver, and we hereby waive notice of the meeting and consent to the transaction of such business as may come before it, as testified by our signatures hereto.

The meeting then adjourned.

................... Chairman.

.................... Secretary.

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