Barnes Wines, Limited, Special Resolution No.1

The note at the start of the resolution reads: "A special resolution to authorize an application for supplementary letters patent varying the authorized capital of the company by re-classifying and changing certain shares and increasing the capital of the company by the creation of additional preference shares".

Barnes Wines, Limited By-Law Index

A list of company by-laws starting July 1873 through April 1973.

Barnes Wines, Limited By-Law no. 75

By-Law no. 75 begins "A by-law to govern the affairs of the company and repealing the by-laws of the company passed heretofore relating to the administration of the affairs of the company".

Barnes Wines, LImited By-Law no. 81

The by-law reads: "A by-law to amend by-law no. 79 of the company by restricting the distribution of monies set aside for profit sharing to officers and employees regularly employed at the company's plant. Be it therefore enacted as a by-law of Barnes Wines, Limited as follows: That Schedule 'A' to By-Law no. 79 of the Company enacted on the 2nd day of February, 1953, be and the same is hereby amended by adding after the word "Company" in the last line of paragraph I thereof, the following: 'regularly employed at the Company's plant,' Enacted this 9th day of February, 1966. Witness the Corporate Seal of the Company. Unanimously confirmed by all the Shareholders of the Company at a Special General Meeting of the Shareholders of the Company held on the 21st day of February, 1966."

Barnes Wines, Limited By-Law No. 84

The By-Law reads: "A By-Law to change the Qualification of a director of the Corporation. Be it enacted and is hereby enacted as a By-law of Barnes Wines, Limited that: - Whereas it is deemed expedient to change the qualifications of a Director of the Corporation; Be it therefore enacted as a By-law of Barnes Wines, Limited, as follows: That By-law no. 75 of the Corporation be and the same is hereby amended by striking out Paragraph 4 thereof. Enacted this 9th day of April, 1973. Witness the Corporate seal of the Corporation."

Barnes Wines, Limited By-Law No. 88

By-Law no. 88 reads: "Being a By-Law relating to the qualifications of Directors of the Company. Be it and it is hereby enacted as a By-Law of the Company as follows: By-Law No. 88 Section 4 of By-Law No. 75, as amended by By-Law No. 84, is hereby repealed." It was enacted January 7th, 1974 and confirmed in the shareholders meeting on April 18th, 1974.

Report of Directors to the Shareholders, 1966

A report of the Directors to the shareholders, it reads "The year 1965 showed a continued trend of decrease in sales. The opening of new wineries in Moose Jaw, Calgary, Nova Scotia and New Brunswick has resulted in a change in wine marketing across Canada and are contributing factors. The Company's sales both retail and wholesale have continued to drop in Ontario, notwithstanding the advertising program undertaken by the Company. This decline is a matter of great concern to the Directors of the Company. Our new package introduced in the late fall of 1965 is now available across Canada which should improve our sales picture during the present year. Net profit is down $19, 000 from 1964, due to increases in the cost of raw materials and supplies and to reduced sales." The directors listed are: John M. Woodbridge, William R. Barnes, A.H. Kidder, P.G.D. Armour, H.M. Pawling, Miss Florence A. Goffin, William D. McLean.

President's Report to the Directors, Year 1963

The report reads: "The Company's sales in 1963 showed a decline of 5.6% in gallons and 6% in value. In spite of this, the net profit is $119, 706.03; down 3.8% from 1962. Increased competition from heavy advertising campaigns by the larger companies and a substantial upward trend in the sales of imported wines are the two main factors for our reduction in sales. Sales through all retail wine stores in Ontario are declining due to the large number of Liquor Control Board of Ontario Stores which have been opened in the past year. The 1963 vintage was very successful amounting to over 500,000 gallons raising our total inventory to well over a million gallons for the first time in history. By holding our overhead down and keeping the quality of our products at a high level, we hope to show a better profit in 1964.

Report of Directors to the Shareholders, 1970

The report reads: "The year 1970 saw many significant changes in our Company. Sales were higher than in any previous year showing an increase in gallons of 8.8% and in dollar volume of 9.7%. The new offices and warehouse are fully operational, the fermenters installed prior to vintage assisted in holding our labour costs to a reasonable level, and the use of liquid sugar proved very successful. We added two representatives to our sales staff during the year and direct contact with our customers will be intensified. Product development is continuing and the addition of new lines and better distribution will be receiving priority. Our venture in the product supply for Valley Rouge Wines of Manitoba will, we trust, increase our sales volume and assist in lowering our fixed overhead. Capital expenses in 1971 will continue at a high level. Our co-operation with the various Government departments in respect to pollution, will obligate our Company to install facilities to satisfy the strict requirements in this regard. Preparations must be made now to handle bulk harvested grapes, the addition of storage and fermenting capacity and the replacement of production equipment, will be under constant review, thus enabling us to maintain production and efficiency. With the continued dedicated service of our personnel and the support of all our Shareholders, we are confident the challenge will be met in 1971."

Meeting Minutes July 7th, 1972

The first "business arising out of the minutes" is a protest made by Mr. W.R. Barnes concerning action taken at a previous meeting by the Directors. In the meeting in February, he had been replaced as Vice-President after 20 years in the role and 38 years as a Director. His record of attendance was called into question and would be discussed and shown at the next meeting. The second issue discussed is the "proposal with respect to purchasing the assets of the Corporation". A letter was received from F.L. Laundry Real Estate Limited with interest from a Central European client in "acquiring the assets of the Corporation, and indicating that if the circumstances warranted, a figure of 3.5 millions would not be beyond their capabilities". The offer would be explored by the solicitor. The next agenda item discusses was the Sault Ste. Marie store. Another issue discussed was the "Withdrawal from Valley Rouge Wines Limited".

Meeting Minutes September 11, 1972

The meeting begins with an amendment to a banking by-law from February 1966. The amendment would allow Miss D.M. Harwood to sign cheques. The list of business is as follows: Valley Rouge Wines Limited Final Release, G & A Holdings Incorporated offer to purchase 40 Acres, F.L. Laundry Real Estate, Purchase of Shares of Bessy Barnes Barkley Gay, Date of Annual Meeting, Retirement of Miss Goffin, Salary of Vice-President and Managing Director, Term Insurance on Vice-President and General Manager, Appointment of Vice-President, Negotiation with Dr. Peller.

Barnes Wines, Limited By-Law No. 80

The by-law reads: "A by-law to change the date for the holding of the annual meeting. Whereas it is deemed expedient to change the date for the holding of the Annual Meeting of the Company; Be it therefore enacted as a By-law of Barnes Wines, Limited as follows: That By-law No. 75 of the Company be and the same is hereby amended by striking out paragraph 24 thereof and enacting in the place or stead thereof the following: "24. Annual Meeting - The Annual Meeting of the Share-holders shall be held at the Head Office of the Company or elsewhere in Ontario on the first Monday in March in each year or on such other day as the Directors may be resolution determine."

Change of Name, 1988

A document with an article of amendment to change the present name of Barnes Wines, Limited to 3273 Ontario Limited.

By-Law no. 12

A by-law begins: "It was then moved by R.S. Kinner and Seconded by George Barnes that by Law No. 12 be read. Whereas by Identure bearing date thirteenth day of August A.D. 1873 made between one George Barnes of the first part thereof and Andrew S. Kinner and Charles Robert Murray of the second part thereof which said Identure was duly registered in the Registry Office for Lands for the said County of Lincoln on the 14th day of August A.D. 1880 in Book 4 for the Township of Louth as No. 1534 the said George Barnes granted and conveyed the Lands and premises therein described to the said Andrew S. Kinner and Charles Robert Murray and their heirs and assigns as joint tenants and not as tenants as common upon the trusts and for the purposes therein expressed. And Whereas the said Andrew S. Kinner died on about the 13th day of June 1877 A.D. without having made any appointment under the provisions of the said in part recited Identure.."

By-Law No. 21

A by-law that reads in part, "Be it therefore enacted by the Ontario Grape Growing & Wines Manufacturing Company Limited, that the said George Plunkett Magann is hereby directed and required to convey premises, namely all and singular that certain parcel or track of land situate lying and being in the Township of Grantham and Louth in the County of Lincoln, containing by the same more or less being composed of parts of lots numbered twenty-one and twenty-three in the third and fourth follows, that is to say etc. etc. Adopted and passed this second day of September A.D. 1901."