32. The first general meeting of shareholders
shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place in the City of Christchurch as the Directors may determine.
33. Subsequent general meetings shall be
Subsequent general meetings, half-yearly.
held at such time and place in the City of Christchurch as may be prescribed by the Company in general meetings; and if no time or place is prescribed, a general meeting shall be held half-yearly on such days as shall be fixed by the Directors.
34 The above-mentioned general meetings
Ordinary and extraordinary meetings.
shall be called ordinary meetings; all other general meetings shall be called extraordinary.
35. 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.
Meetings, requisition from shareholders.
36. Any requisition so made by the share, holders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.
37. Upon the receipt of such requisition the Directors shall forthwith proceed to convene 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.
38. Twenty-one days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any 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.
Special resolution, notice of.
39. Any shareholder intending to bring forward any special resolution at any ordinary general meeting shall give to the Directors not less than thirty days' previous notice by leaving a copy of such intended resolution at the Registered office of the Company; and, in such case, it shall be the duty of the Directors to express in the notice calling such ordinary general meeting the general nature of such resolution.
Quorum at general meetings.
40. 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 consist of not less than ten shareholders, who shall together hold or
represent by proxy not less than one-tenth of the whole number of shares in the Company.
41. If within half-an-hour from the time
Dissolution, or a adjournment of meetings.
appointed for the meeting, a quorum of shareholders is not present, the meeting, if convened upon the requisition of the shareholders, shall he dissolved. In any other case it may be adjourned by the Chairman to such time and place as he shall appoint; and the Chairman shall state, on adjourning the meeting, the time and place to which it is so adjourned.
42. The chairman of the Board of Directors
Chairman of general meetings.
shall preside as chairman at every meeting of the Company, or if he is not present, or declines to take the chair, the deputy-chairman shall preside, and in the event of his absence or declining to act, then the shareholders present shall choose a Director; or if there is no Director present and willing to take the chair, then some shareholder to be chairman of the meeting.
43. The chairman may, with the consent
Adjournment and business of adjourned meetings.
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 at which the adjournment took place; and the chairman shall state, upon adjourning the meeting, the time and place to which it is so adjourned.
44. No meeting of shareholders shall
Notice of business required.
transact any special business of which due notice has not been given, except as is herein otherwise expressly provided.
Method of voting and polling.
45. At an ordinary or extraordinary general meeting of the Company, unless a poll is demanded in writing by at least five shareholders or by a shareholder or shareholders holding in the aggregate at least one-twentieth part of the paid-up capital of the Company, or ordered by the chairman to take place at the time, a declaration of the chairman that a resolution put to the meeting has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes given by show of hands or otherwise in favour of or against the resolution. If a poll is demanded upon any resolution, the same shall be taken at such time, either at or within fifteen days after the meeting, at such place and in such manner as the chairman shall direct; and the declaration of the chairman, or of the Director or Directors whom the chairman shall appoint to ascertain the result of the poll that the resolution has been lost or carried, shall be conclusive evidence thereof.
Majority of votes sufficient except for special resolution.
46. Except for the first passing of a special resolution, a simple majority of votes upon any question submitted to a general meeting shall bind the Company.
Votes in person, by proxy, or by attorney.
47. Shareholders may appear and vote at meetings either personally or by proxy, or by their attorneys duly appointed under power of attorney, which shall he produced to the secretary, manager, or other officer appointed by the Directors, at least forty-eight hours previous to the meeting, and such attorneys may appoint proxies for the shareholders whom they represent, but no proxy shall be appointed who is not a member.
48. At a poll every shareholder shall be
Votes, scale of, and who entitled.
entitled, according to the number of" shares held by him, to the following votes :—For not less than 5 shares, I vote; not less than 15 shares, 2 votes; not less than 30 shares, 3 votes; not less than 50 shares, 4 votes; and for every further complete 25 shares, 1 additional vote, and no person holding less than 5 shares shall be entitled to vote. 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.
49. All business shall be deemed special that
Business of meetings not requiring notice.
is transacted at any extraordinary meeting, and all that is transacted at any ordinary meeting, with the exception of sanctioning a dividend, and the consideration of the accounts, balance-sheets, and the ordinary report of the Directors.
50. If any shareholder is a lunatic or idiot
Votes of lunatics, &c. by guardian.
, he may vote by his committee, curator bonis, or other legal curator, and if any shareholder is a minor he may vote by his guardian, or curator, or any one of his guardians, or curators if more than one; but no committee, curator, or guardian shall be entitled to vote unless he shall have deposited at the registered office of the Company, not less than forty- eight hours before the time of holding the meeting at which he purposes to vote, all such evidence as the Directors may require of his sustaining the character in respect of which he shall claim to vote.
Votes not allowed in certain cases.
51. No shareholder shall be entitled to take part in the proceedings, or vote at any meeting or poll, unless all calls, or interest, or other charges thereon due from him have been paid. Nor shall a shareholder vote in respect of any share which has not stood in his name on the register for one calendar month next preceding the meeting.
52. The appointment of a proxy for meetings generally shall he in the form or to the effect following, that is to say :—
" I, the undersigned one of the shareholders of the Union Fire and Marine Insurance Company of New Zealand, do hereby appoint or, in case of his absence,
(being a shareholder in the said Company) to be my proxy to vote and act in my absence for me at the ordinary (or extraordinary) general meeting of the Company, which is to be holden on the day of and at every adjournment thereof, and at every poll that may take place in consequence thereof. Dated this day of 18."
or in such other form as the Directors shall from time to time appoint.
Proxy must be shareholder.
53. No person shall be appointed a proxy who is not a shareholder.
Proxy form must be deposited, &c.
54. The instrument appointing a proxy shall be deposited at the registered office of the Company not less than forty-eight hours before the time of holding the meeting, and
shall he thenceforth retained by the secretary, manager, or other officer appointed by the Directors.
55. A vote given in accordance with the
Votes by proxy not invalidated in certain cases.
terms of a proxy shall be valid, notwithstanding the previous death of the principal, or revocation of the proxy, or transfer of the share or shares in respect of which the vote is given, provided that no intimation in writing of the death, revocation, or transfer has been received in the registered office of the Company before the meeting.