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The Pamphlet Collection of Sir Robert Stout: Volume 7

Memorandum and articles of association... Registered the 27th day of February 1873

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Memorandum and Articles of Association

W. C. Wilson

Wellington Printed by T. M 'Kenzie At his Printing Office, Willis Street 1873

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The New Zealand Titanic Steel and Iron Company, Limited.

Wellington 27th February, 1873.

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Memorandum of Association of

The New Zealand Titanic Steel and Iron Company, Limited

1st. The name of the Company is "The New Zealand Titanic Steel and Iron Company Limited."

2nd. The registered office of the Company is to he established at the city of Wellington, in the Province of Wellington.

3rd. The objects for which the Company is established are "The smelting and manufacture of Iron Sands and Iron Stone into Iron and Steel, and the sale thereof; the manufacture of Charcoal; and the acquisition of Lands by purchase, lease, or license, and also of certain Letters Patent and Patent Eights for the above purposes."

4th. The liability of the Shareholders is "Limited."

5th. The nominal capital of the Company is £50,000 in five thousand shares of Ten Pounds each, with power to increase the capital to £100,000 by additional shares of Ten Pounds each.

We, the undersigned, who 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.

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Names and Address of Subscribers. No. of Shares Taken.
Patrick Alphonsus Buckley, Wellington 20
William Gibson Wellington 20
Walter Turnbull Wellington 20
Edward William Mills Wellington 20
William Scott Wellington 20
Andrew Young Wellington 20
David Anderson Wellington 20
William Waring Taylor Wellington 20
Signed by the above named

Patrick Alphonsus Buckley

,

William Gibson

,

Walter Turnbull

,

Edward William Mills

,

William Scott

,

Andrew Young

,

David Anderson

, and

William Waring Taylor

, in the presence of T. Kennedy Macdonald, Accountant, Wellington, Registered John E. Smith, Registrar Joint Stock Companies.
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The New Zealand Titanic Teel and Iron Company, Limited

Regulations for the Management of fie Company.

Shares

1. No person shall be deemed to have accepted any Share in the Company unless he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.

2. Calls on the Shares of the Company shall be made at such time as the Directors think fit, but no call (after the payment of £3 per Share) shall exceed £1 per Share, or de made at lesser intervals than three months: provided that twenty-one days' notice at least is given of each call, and each Shareholder shall be liable to pay the amount of calls so made, to the persons, and at the times and places appointed by the Company.

3. A call shall be deemed to have been made at the time when the resolution authorising such call was passed.

4. If before, or on the day appointed for payment, any Shareholder does not pay the amount of any call to which he is liable, then such Shareholder shall be liable to pay interest for the same at the rate of eight pounds per cent, per annum from the day appointed for the payment thereof to the time of the actual payment.

5. The Company, may, if they think fit, receive from any of the Shareholders willing to advance the same., all, or any part of the moneys due upon the respective Shares beyond the sums actually called for; and upon the moneys 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 Shareholder paying such sum in advance and the Company may agree upon.

6. If several Shareholders are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of the share.

7. No Shareholder shall transfer his shares without the consent of the Directors. The Company may decline to register any transfer of Shares made by a Shareholder who is indebted to them. If any Shareholder feels aggrived with the refusal of page 6 the Directors to allow him to transfer his shares, the matter shall be settled by arbitration.

8. Every Shareholder shall, on payment of such, sum not exceeding one shilling as the Company may prescribe, be entitled to a certificate under the common seal of the Company, specifying the Share or Shares held by him and the amount paid up thereon.

9. If such certificate is worn out or lost it may be renewed on payment of the sum of one shilling.

9a. The transfer of books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

Transmission of Shares

10. The executors or administrators of a deceased Shareholder hall be the only persons recognised by the Company as having any title to his Share.

11. Any person becoming entitled to a Share in consequence of the death, bankruptcy, or insolvency of any Shareholder, or in consequence of the marriage of any female Shareholder, or in any other way than by transfer, may be registered as a Shareholder upon such evidence being produced as may from time to time be required by the Company.

12. Any person who has become entitled to a Share in any way other than by transfer, may, instead of being registered himself elect to have some person to be named by him registered as a holder of such Share; but the Company shall not be obliged to register the transferee unless he is approved by the Directors, and in the event of their disapproving, the matter shall be decided by arbitration.

13. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such Share.

14. The deed of transfer shall be presented to the Company, accompanied with such evidence as they may require to prove the title of the transferor, and thereupon the Company shall register the transferee as a Shareholder.

Forfeiture of Shares

15. If any Shareholder fails to pay any call due on the appointed day the Company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with any interest that may have accrued by reason of such non-payment.

16. The notice shall name a further day and a place or places, being a place or places at which calls of the Company are usually made payable, on and at which such call is to be paid. It shall also state that in the event of non-payment at the time and place page 7 appointed, the Shares in respect of which such call was made will be liable to be forfeited.

17. If the requisitions of any such notice is aforesaid are not complied with, any Share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect.

18. Any Shares so forfeited shall be deened to be the property of the Company, and may be disposed of in such manner as the Company thinks fit.

19. Any Shareholder whose Shares have been forfeited shall notwithstanding be liable to pay to the Company all calls owing upon such Shares at the time of the forfeiture.

20. That in all cases wherein a Shareholder either by himself or jointly with any other person or persons, and whether directly or indirectly, shall become debtor to the Company or to any person or persons for their use and behoof, or shall be under engagements to the Company of any kind, such debts and engagements shall be first and paramount charges upon the share or shares of such Shareholder, and the dividends or interest accruing thereon before all other creditors of such Shareholder and before his or her assigns voluntary and legal; and it shall be lawful for the Board of Directors if they shall see fit to prohibit and restrain the transfer of the share or shares of such Shareholder, or the payment of the dividends accruing thereon until all and every such debts and engagements shall have been fully paid and satisfied: and if such Shareholder shall fail within a time to be fixed by the Board of Directors to pay and satisfy all such debts and engagements, the share or shares of such Shareholder shall thereupon become forfeited to the Company, and it shall be lawful for the Board of Directors, without notice to such Shareholder, absolutely to sell the said shares or so many thereof as shall be necessary and sufficient for the purpose, either by public sale or private contract, and to apply the proceeds thereof, together with the dividends and interest due thereon, in liquidation of such debts and engagements, and the balance of the nett proceeds of any such sale shall be paid over to the late holder of such shares.

Increase in Capital

21. The Company may, with the sanction of the Company previously given in general meeting, increase its capital to an amount not exceeding £100,000.

22. Any capital raised by the creation of new Shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects, whether with reference to the payments of calls, or the forfeiture of Shares, or non-payment of calls or otherwise, as if it had been part of the original capital.

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Disposal of Surplus Shakes

23. Any shares which shall remain undisposed of within six months from the date of the first allotment of Shares, shall be offered to existing Shareholders at par in numbers, proportioned to the numbers of Shares held by such Shareholders.

24. Any Shares which may be created for the purpose of raising additional capital, shall in the first instance be offered to existing Shareholders at par, in numbers in proportion to the number of Shares held by them.

General Meetings,

25. The first general meeting shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place as the Directors may determine.

26. Subsequent general meetings of the Company shall be held at such time and place as may be prescribed by the Company in general meetings; and, if no other time or place is prescribed, a general meeting shall be held on the third Wednesday in February in every year at such place as may be determined by the Directors.

27. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.

28. The Directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of Shareholders, holding in the aggregate not less than one fifth part of the Shares of the Company, convene an extraordinary general meeting.

29. Any requisition so made by the Shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

30. Upon the receipt of such requisition the Directors shall forthwith proceed to convene a general meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other Shareholders holding the required number of Shares, may themselves convene a meeting.

31. Seven days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which the general meeting is to be held, shall be given by advertisement or in such other manner (if any) as may be prescribed by the Company.

32. Any Shareholder may on giving not less than three days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

33. The notice required of a Shareholder shall be given by leaving a copy of the resolution at the registered office of the Company.

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34. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of Shareholders is present at the commencement of such business; and such quorum shall be ascertained as follows; that is to say—if the Shareholders belonging to the Company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten, there shall be added to the above quorum one for every five additional Shareholders up to fifty, and one for every ten additional Shareholders after fifty; with this limitation that no quorum shall in any case exceed forty.

35. If within one hour from the time appointed for the meeting the required number of Shareholders is not present, the meeting if convened upon the requisition of the Shareholders shall be dissolved. In any other case it shall stand adjourned to the following day at the same time and place; and if at such adjourned meeting the required number of Shareholders is not present it shall be adjourned sine die.

36. The Chairman (if any) of the Board of Directors shall preside as Chairman at every meeting of the Company.

37. If there be no such Chairman, or if at any meeting ho is not present at the time of holding the same, the Shareholders present shall choose some one of their number to be Chairman of such meeting.

38. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place; 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.

39. At any general meeting, unless a poll is demanded by at least five Shareholders, a declaration by the Chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the Company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

40. If a poll is demanded in manner aforesaid, the same shall forthwith be taken in such manner as the Chairman directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting.

Votes of Shareholders

41. At every meeting of Shareholders held after the date of these presents, every Shareholder shall have votes in the proportion hereinafter specified for shares held by him or her respectively at the time of such meeting. For every five shares up to fifty shares, one vote; and one vote for every additional ten shares, but in no case shall the votes of any Shareholder exceed twelve in number.

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42. No Shareholder shall hold more than one tenth part of the capital of the Company.

43. If any Shareholder is a lunatic or an idiot he may vote by his committee; and if any Shareholder is a minor he may vote by his guardian or any one of his guardians if more than one.

44. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the register of Shareholders, as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.

45. No Shareholder shall be entitled to vote at any meeting unless all calls due from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired, or shall have come by a bequest, or by marriage, or by succession to an intestate's estate, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividends of such shares.

46. Votes may be given either personally or by proxies: a proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corporation, under the common seal.

47. No person shall be appointed a proxy who is not a Shareholder, and the instrument appointing him shall be deposited at the Registered Office of the Company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote; but no instrument appointing a proxy shall be valid after the expiration of one month from the date of its execution.

48. Any agent holding a power of attorney from any Shareholder shall be entitled to vote on behalf of such Shareholder, provided such power of attorney or a certified copy thereof, shall have been exhibited, or, if required, lodged with the Company twenty-four hours previous to the time appointed for voting.

Directors

49. The number of the Directors shall' be eight, and the names of the first Directors shall be, David Anderson, Patrick Alphonsus Buckley, William Gibson, Edward William Mills, William Scott, William Waring Taylor, Walter Turnbull, and Andrew Young.

50. No person shall be eligible to hold office as a Director, unless he holds in his own right twenty shares.

Powers of Directors

51. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Joint-Stock Companies Act, 1860, or by these articles of association declared to be exercisable by the Company page 11 in general meeting, subject nevertheless to any regulations of the articles of association, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.

Disqualification of Directors

52. The office of Director shall be vacated—
  • If he holds any other office or place of profit under the Company;
  • If he becomes bankrupt or insolvent;
  • If he is concerned in or participates in the profits of any contract with the Company.
  • If he participates in the profits of any work done for the Company, except in the case of professional services rendered by the Solicitor:

But the above rules shall be subject to the following exceptions: that no Director shall vacate his office by reason of his being a Shareholder in any incorporated Company which has entered into contracts with or done any work for the Company of which he is Director; nevertheless he shall not vote in respect of such contract or work, and if he does so vote his vote shall not be counted, and he shall incur a penalty not exceeding twenty pounds.

Rotation of Directors

53. At the first ordinary meeting after the incorporation of the Company, the whole of the Directors shall retire from office, and at the first ordinary meeting in every subsequent year one third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall retire from office.

54. The one-third or other nearest number to retire during the first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, be determined by ballot: In any subsequent year the one-third or nearest number who have been longest in office shall retire.

55. A retiring Director shall be re-elegible.

56. The Company at the general meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.

57. If at any meeting at which an election of Directors ought to take place no such election is made, the meeting shall stand adjourned till the next day at the same time and place; and if at such adjourned meeting no election takes place, the former page 12 Directors shall continue to act until new Directors are appointed at the first ordinary meeting of the following year.

58. The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

59. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, 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.

Proceedings of Directors,

60. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman, in addition to his original vote, shall have a casting vote. A Director may at any time summon a meeting of the Directors.

61. The Directors may elect a Chairman of their meetings, and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting.

62. The Directors may delegate any of their powers to Committees, consisting of such member or members of their body as they think fit. Any Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.

63. A Committee may elect a Chairman of its meetings. If no such Chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to be Chairman of such meeting.

64. A Committee may meet and adjourn as they think proper. Questions at any meetings shall be determined by a majority of votes of the members present, and in case of an equal division of votes the Chairman shall have a casting vote.

65. All acts done by any meeting of the Directors, or of a Committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons 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.

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66. The Directors shall cause minutes to be made in books provided for the purpose—
(1.)Of all appointments of offices made by the Directors.
(2.)Of the names of the Directors present at each meeting of Directors and Committees of Directors.
(3.)Of all orders made by the Directors and Committees of Directors, and
(4.)Of all resolutions and proceedings of meetings of the Company, and of the Directors and Committees of Directors.

And any such minutes as aforesaid, if signed by any person purporting to be the chairman of any meeting of Directors or Committee of Directors, shall be receivable in evidence without any further proof.

67. The Company in general meeting may, by a special 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 during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

Dividends

68. The Directors may, with the sanction of the Company in general meeting, declare a dividend to be paid to the Shareholders in proportion to their shares.

69. No dividend shall be paid except out of the profits arising from the business of the Company.

70. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sum as they think proper, as a reserve fund to meet contingencies, or for equalising dividends, or for repairing or maintaining the works connected with the business of the Company, or for any part thereof; and the Directors may invest the sum so set apart as a reserved fund upon such securities as they, with the sanction of the Company, may select.

71. The Directors may deduct from the dividends payable to any Shareholder all such sums of money as may be due from him to the Company on account of calls or otherwise.

72. Notice of any dividend that may have been declared shall be given to each Shareholder, or sent to his registered place of abode, and all dividends unclaimed for three years after having been declared, may be forfeited by the Directors for the benefit of the Company,

73. No dividends shall bear interest as against the Company.

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Accounts

74. The Directors shall cause true accounts to be kept,—
(1.)Of the stock-in-trade of the Company.
(2.)Of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditure takes place; and
(3.)Of the credits and liabilities of the Company. Such accounts shall be kept upon the principle of double entry in a cash book, journal, and ledger. The books of account shall be kept at the principal office of the Company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the Company in general meeting, shall be open to the inspection of the Shareholders during the hours of business.

75. Once at the 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, made up to a date not more than three months before such meeting.

76. The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters. 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 cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

77. A balance sheet shall be made out in every year, and laid before the general meeting of the Company, and such balance sheet shall contain a summary of the property and liabilities of the Company, arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit.

78. A printed copy of such balance sheet shall, seven days previously to such meeting, be delivered at the registered address of every Shareholder.

Audit

79. The accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the Company in general meeting.

80. If not more than one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.

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81. The auditors need not be Shareholders in the Company. No person is elegible as an auditor who is interested otherwise than as a Shareholder in any transaction of the Company, and no Director or other officer of the Company is elegible during his continuance in office.

82. The election of auditors shall be nude by the Company at their ordinary meeting, or if there are mere than one, at their first ordinary meeting in each year.

83. The remuneration of the auditors shall be fixed by the Company at the time of their election.

84. Any auditor shall be re-elegible on is quitting office.

85. If any casual vacancy occurs in the office of auditor the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.

86. If no election of auditors is made in manner aforesaid the Governor may, on the application of one-fifth in number of the shareholders of the Company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the Company for his services.

87. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto.

88. Every auditor shall have a list delivered to him of all books kept by the Company, and he shall at all reasonable time have access to the books and accounts of the Company. He may at the expense of the Company employ accountants or other persons, to assist him in investigating the accounts, and he may in relation to such accounts examine the Directors or any other officer of the Company.

89. The auditors shall make a report to the Shareholders upon the balance sheet and accounts, and in every such report they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet, containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs, and in case they have called for explanations or information from the Directors, whether such explanations or information have been given by the Directors, and whether they have been satisfactory, and such report shall be read together with the report of the Directors at the ordinary meeting.

Notices

90. Notices requiring to be served by the Company upon the Shareholders may be served either personally or by leaving the same addressed to the Shareholders at their registered places of abode, or forwarded through the post office in Wellington.

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91. All notices directed to be given to the Shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persons is named first in the register of Shareholders, and notice so given shall be sufficient notice to all the proprietors of such share.

92. All notices required by these Regulations to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the Company is situated.

The several persons next hereinafter named shall be the first Directors of the Company:—
Patrick Alphonsus Buckley Barrister Wellington.
William Gibson Iron Merchant Wellington.
Walter Turnbull Merchant Wellington.
Edward William Mills Iron Merchant Wellington.
William Scott Agent Wellington.
Andrbw Young Coach Proprietor Wellington.
David Anderson Merchant Wellington.
William Waring Taylor Merchant Wellington.

The several persons hereinafter named are Shareholders :—Patrick Alphonsus Buckley, William Gibson, Walter Turnbull, Edward William Mills, William Scott, Andrew Young, David Anderson, William Waring Taylor.

Witness to above signatures, T. Kennedy Macdonald, Accountant, Wellington, The foregoing Articles of Association (annexed to Memorandum of Association of The New Zealand Titanic Steel and Iron Company, Limited), were registered on the Twenty-seventh day of February, one thousand eight hundred and seventy-three. John E. Smith, Registrar Joint Stock Companies.

Printed by T. M'kenzie, at his Printing Office, Willis st., Wellington.