The Companies Act, 1882.

Company Limited by Shares.

Memorandum of Association of the Dunedin City and Suburban Tramways Company, Limited.

1. The name of the Company is the Dunedin City and Suburban Tramways Company, Limited.

2. The registered office of the Company is to be established in Dunedin, in the Provincial District of Otago, in New Zealand.

3. The objects for which the Company is established are:—

(a)	To purchase or otherwise acquire the Tramways now being worked and maintained by David Proudfoot, and which have been laid by him, in, through, over, and along certain streets, roads, and places in the City of Dunedin and the Suburbs and surrounding Districts, pursuant to the provisions of the "Tramways Act, 1872," together with the rights and privileges, land, live and dead stock, chattels, and effects granted to or used by him in connection therewith, or in any way belonging thereto, and the omnibuses now being worked and maintained by the said David Proudfoot, together with the goodwill of the said David Proudfoot in his businesses of a Tramway and Omnibus Proprietor, and for that purpose to adopt and carry into effect, either with or without modification, an agreement dated the sixth day of November, one thousand eight hundred and eighty- page 4 two, and also a further agreement endorsed thereon, dated the thirtieth day of December, one thousand eight hundred and eighty-two, both made between the said David Proudfoot of the one part, and William Isaac, as Trustee for and on behalf of the Company, of the other part, which agreements have, for the purpose of identification, been endorsed with the signatures of the subscribers hereto.
(b)	To carry on, maintain, and work the said Tramways in the same manner as the same have been heretofore worked by the said David Proudfoot, or in such other manner as may be deemed expedient, and also to make, equip, work, and maintain all such other Tramways in the City of Dunedin and the Suburbs and surrounding Districts, as under any deed granting any rights or privileges to the said David Proudfoot it is expressly provided shall be or may be made, equipped, worked, and maintained by the said David Proudfoot, but which Tramways have not yet been made, equipped, or worked by him, and also to make equip, work, and maintain all such other Tramways in the City of Dunedin and the Suburbs and surrounding Districts, or elsewhere in the Colony of New Zealand as may from time to time be determined upon, pursuant to and under the provisions of "The Tramways Act, 1872," or any amendment or re-enactment thereof.
(c)	To run omnibuses and vans in connection with, or independently of, any tramways belonging to or worked by the Company; and generally to carry on the business of a Tramway and Omnibus Proprietor and Carrier of passengers and goods.
(d)	To manufacture, buy, sell, and deal in tramway carriages and omnibuses, and other chattels and things used or which may at any time hereafter be used in the making, maintenance, equipment, and working of tramways and omnibuses.
(e)	To enter into contracts with any person or company as to interchange of traffic, running powers, or otherwise, which this Company may think calculated to develop its business.
(f)	To apply for, and obtain, under the provisions of "The Tramways Act, 1872," or any amendment or re-enact- page 5 ment thereof, all Orders in Council which may be requisite for authorising the construction of any new lines of tramway; and with that object to obtain the consent of any local authority having jurisdiction within the meaning of the said Act thereto; and generally to enter into such arrangements with such local authority for the right of user of any streets, roads, or places, within the jurisdiction of such local authority, and all other incidental rights and privileges, upon such terms and conditions as the Company shall deem advisable.
(g)	To apply for, and obtain a renewal of any right of user, and all other incidental rights and privileges which already have been, or may at any time hereafter be, granted for the purpose of any tramway line, or for, or in respect of any road, street, or place, in, through, over, or along which such tramway line may now, or at any time hereafter, be worked or maintained, from the local authority having jurisdiction in the matter, within the meaning of "The Tramways Act, 1872," or any amendment or re-enactment thereof, upon such terms and conditions as the Company shall deem advisable.
(h)	To make and maintain along the line of or in connection with any tramways belonging to or worked by the Company, electric and other telegraphs or telephones, or any other apparatus for transmitting sound, and to confer upon any company or person the right to make any telegraph, telephone, or other apparatus which the Company is hereby authorised to make.
(i)	To purchase, take on lease, or in exchange, hire, or otherwise acquire any real and personal property, and any rights or privileges which the Company may think necessary or convenient for the purpose of its business; and in particular, any lands, buildings, easements, plant, machinery, carriages, omnibuses, horses, locomotives, and other stock-in-trade.
(j)	To borrow or raise money by the issue of or upon bonds, debentures, bills of exchange, promissory notes, or other obligations or securities of the Company, or by mortgage or charge of all or any part of the property of the Company (both present and page 6 future), and of its uncalled capital for the time being, or in such other manner as the Company shall think fit.
(k)	To purchase, or otherwise acquire and undertake, all or any part of the business, property, and liabilities of any other company, or of any person or partnership, carrying on any business which this Company is authorised to carry on.
(l)	To promote any other Company for the purpose of acquiring all or any part of the property and liabilities of this Company, and to take, or otherwise acquire and hold, shares in any such Company, and to guarantee the payment of any debentures or other securities issued by any such Company.
(m)	To make, accept, indorse, and execute, promissory notes bills of exchange, and other negotiable instruments.
(n)	To construct, maintain, and alter any buildings or works necessary or convenient for the purposes of the Company.
(o)	To invest the moneys of the Company, not immediately required, upon such securities as may from time to time be determined.
(p)	To apply for, obtain, and acquire, any waste lands of the Crown, which, pursuant to the Tramways Act, 1872, or any amendment or re-enactment thereof, shall hereafter by any Legislative enactment be set apart as a grant for the encouragement of the construction of tramways, and also to purchase or otherwise acquire any other lands whatsoever which the Company may deem advisable so to do, although the same may not be required for the purposes of its business.
(q)	To found on any of the lands of the Company towns or villages, with all necessary roads, streets, or other accessories, and to cause all such surveys to be made as may be requisite for that purpose.
(r)	To sell, improve, manage, develop, lease, mortgage, dispose of, or otherwise deal with, all or any part of the property of the Company.
(s)	To do and perform all such acts and things, execute such powers, enter into such agreements and arrangements, and acquire such rights and privileges as by page 7 the Tramways Act, 1872, or any amendment or re-enactment thereof are now, or may hereafter be, authorised to be done, performed, executed, entered into, and acquired.
(t)	Generally to do all such things as are incidental or conducive to the attainment of the above objects, or any of them.

4. The liability of the Members is limited.

5. The Capital of the Company is L100,000, divided into 100,000 shares of L1 each.

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.