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The Pamphlet Collection of Sir Robert Stout: Volume 88

Powers of Directors

Powers of Directors.

General powers of Directors.

58. 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 Acts of the General Assembly of the Colony of New Zealand, or by these articles declared to be exercisable only 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.

Special powers of Directors and their remuneration.

59. Subject to, but without restraining the generality of the last preceding regulation, the Directors shall have power to do all acts and things which they may consider proper or advantageous for accomplishing the objects and carrying on the business of the Company. And in particular they shall have the specific power to do the following things:—
(1.)They may commence the business of the Company as soon as they shall see fit. And they shall have power to pay out of the funds of the Company all preliminary expenses incurred in establishing the Company.page 25
(2.)They may appoint and at pleasure remove any Manager, Agents, Officers, Clerks or Servants as they from time to time shall deem expedient, and may determine the powers and duties of such Manager, Agents, Officers, Clerks or Servants, and fix their salaries and emoluments.
(3.)They may from time to time establish and, at their discretion, discontinue all or any such Branches or Agencies on behalf of the Company at any places either in or out of New Zealand, and make such regulations for the management of such Branches or Agencies as they may think fit. Such Branches or Agencies may, at the discretion of the Directors, be conducted either with or without Local Directors; and such Local Directors (if any) shall be appointed by the Directors, who may prescribe and fix the powers, duties, responsibilities, term of office, and remuneration, of such Local Directors, and remove them from office as and when they the Directors shall think fit.
(4.)They may at their discretion invest any funds of the Company in such manner and on such security and terms as they may think fit, and may from time to time vary the investments.
(5.)They may enter into, make, execute, rescind, alter, or vary any purchases, leases, exchanges, contracts and agreements of any kind, and whether relating page 26 to real or personal property or otherwise, for all purposes in any way connected with the objects or business of the Company.
(6.)They may from time to time raise or borrow such sums of money as they may think expedient, and may secure the repayment of such sums by mortgages or sub-mortgages of any property, real or personal, belonging to the Company, or by bonds, or other securities, or by bills of exchange, promissory notes, or other negotiable instruments, and such mortgages or other securities may contain such covenants, powers, and obligations as they may think expedient.
(7.)Until the Company in general meeting shall otherwise determine, a yearly sum not exceeding one thousand pounds shall be paid to the Directors, out of the funds of the Company, as remuneration for their services, to be distributed amongst them in such manner as the Directors shall from time to time determine.
(8.)They may in the name and on behalf of the Company appoint any person or persons to be the Attorney or Attorneys for and on behalf of the Company, to execute, in the name and on behalf of the Company, all or any deeds or instruments whatsoever, and to do any acts whatsoever, including authority to provide and use an official seal of the Company. And they may empower such Attorney or Attorneys to execute page 27 any such deeds or instruments under the private seal or seals of such Attorney or Attorneys instead of the common seal of the Company: And every power purporting to be granted by the Company as aforesaid shall as between the Company their successors and assigns on the one hand, and the person or persons dealing with the Attorney or Attorneys of the Company on the other hand, continue in force (notwithstanding the same power may have been revoked or the Company wound up or dissolved) until all and every the Attorneys to whom the same power is given shall have received notice or information of such revocation, winding up, or dissolution.
(9.)They shall have power to execute and to authorise the execution of all deeds and documents which they may from time to time think expedient, and for that purpose, when deemed expedient, to use or direct the use of the common seal of the Company or any official seal of the Company, and generally to exercise all such powers and authorities and do all such acts as they may consider necessary for, or conducive, or incidental to, the due management of the affairs and carrying on the business of the Company.