XIII.—Board of Directors.

60. The number of Directors shall be not less than ten nor more than twenty of whom at least one- page 19 fifth shall be Aboriginal Natives within the meaning of the Native Lands Acts Whenever the number of Directors is less than twenty the Board of Directors may at any time add to their number by electing qualified Shareholders but so that the total number of Directors shall not exceed twenty.

61. From and after the confirmation of this Rule by an Extraordinary Meeting of Shareholders the present Directors shall cease to be Directors (except such as may be re-appointed) and the following shall be Directors of the Company viz. John Logan Campbell Hon. James Williamson M.L.C. Josiah Clifton Firth Hon. Daniel Pollen M.L.C. James McCosh Clark Thomas Russell C.M.G. Seymour Thorne George M.H.R. John Blair Whyte M.H.R Allan McDonald M.H.R. Thomas Morrin C. A. deLautour M.H.R. J. W. Matthews Patrick Comiskey Wi Pere J. Buchanan M.H.R. Robert H. Rhodes J. Barraclough.

62. The Directors shall receive such remuneration as may be sanctioned at a General Meeting and it shall be divided in such manner as the Directors may think fit.

63. The Company from time to time may by the resolution of a General Meeting increase and having increased diminish the remuneration of Directors provided that such remuneration shall never without the unanimous consent of the Board of Directors be less than the remuneration to be sanctioned as hereinbefore provided.

64. There shall be no meeting of Directors unless at least Three European Directors are present.

65. The continuing Directors or Director may act notwithstanding any vacancy in the Directory.

66. The Share qualification of an European Director shall consist in his being the registered holder of page 20 One Hundred Shares at the least and of a Native Director of Fifty Shares at the least.

67. No Director shall be disqualified to act as such by reason of his being a Managing Director or Agent of the Company or being otherwise interested in the operations or business thereof.

68. Every Director shall vacate his office on ceasing to be the registered holder of his qualifying number of Shares or becoming bankrupt or suspending payment or compounding with his creditors or being found lunatic or being of unsound mind or by resignation of his office but until an entry of such vacating of office shall be made upon the book of proceedings or minutes of the Board his acts as a Director shall be valid and effectual.

69. At the first Ordinary Meeting of the Company all the Directors shall retire from office and the Shareholders shall thereupon elect permanent Directors.

70. At each Annual General Meeting after the first one-fifth of the Directors for the time being or if their number is not a multiple of five then the next greater number shall retire from office but shall be eligible for re-election the retiring Directors being fixed by ballot unless the Directors agree among themselves until the whole have so retired and there-after by seniority of service.

71. The Company at the General Meeting at which any Directors retire in manner aforesaid shall at the meeting fill up the vacant offices by electing a like number of persons.

72. If at any meeting at which any Election of Directors ought to take place no such Election is made the meeting shall stand adjourned till the next day (unless the next day be a Sunday or a public or general holiday in which case such meeting shall page 21 stand adjourned until the next day ensuing such Sunday or public or general holiday) at the same time and place And if at such adjourned meeting no election takes place the former Directors shall continue to act and shall be entitled themselves to fill up such vacancies by electing a sufficient number of qualified Shareholders as Directors.

73. The Company in General Meeting may remove any Director before the expiration of his period of office and may appoint another 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 Any occasional vacancy, in the Board shall be filled up by the remaining members of the Board by the appointment of any duly qualified Shareholder who shall in all respects stand in the place of his predecessor till the next Ordinary Meeting of the Company.

74. The Directors may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit Questions arising at any meeting shall be decided by a majority of votes The Chairman shall have a deliberative vote only but in case at any meeting there be only three Directors present including the Chairman and the Chairman disagrees with the other two Directors upon any question that question may if the Chairman see fit be postponed to the next Ordinary Meeting but no longer A Director may at any time summons a meeting of the Directors.

75. 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 one of their number to be Chairman of such meeting.

76. 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 is 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.

77. The Directors may delegate any of their powers to Committees consisting of not less than Three Directors as they shall 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.

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

79. A Committee may meet and adjourn as they think proper Questions at any meeting 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.

80. The Directors shall cause minutes to be made in books provided for the purpose

(1.)	Of all appointments to office 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 andpage 23
(4.)	Of all resolutions and proceedings of meetings of the Company and of the Directors and Committees of Directors.

And such minutes as aforesaid signed by any person purporting to be Chairman of any ensuing meeting of Directors or Committee of Directors at which such minutes shall have been read and confirmed shall be receivable in evidence without further proof.