Memorandum and Articles of Association of the Northern Land, Loan, and Building Company of Wellington, Limited..
Registered Under the "Joint Stock Companies Act, 1860," And The Amendments There to.
Printed For Distribution Among Shareholders In Terms Of Clause 28 Of The "joint Stock Companies Act 1860."
Wellington: Lyon amp; Blair, Printers, Lambton Quay. 1877.
|Memorandum of Association||1-5|
|Name of Company||3|
|Objects of Company||3|
|Articles of Association||7|
|Business of Company||7|
|Acceptance of Shares||9|
|Transfer of Shares||9|
|Transmission of Shares||10|
|Forfeiture of Shares||11|
|Increase of Capital||11|
|Votes of Shareholders||13|
|Powers of Directors||15|
|Disqualification of Directors||17|
|Rotation of Directors||17|
|Proceedings of Directors||18|
|Signatures of Bills, amp;c, and use of Seal||20|
Memorandum of Association of the Northern Land, Loan, and Building Company of Wellington (Limited).
I. The name of the Company is "The Northern Land, Loan, And Building Company Of Wellington (Limited)."
II. The registered office of the Company is to be established in the City of Wellington.
|(a.)||The granting of loans on the mortgage of freehold and leasehold property in the Colony of New Zealand, repayable on such terms by instalment or otherwise as may be agreed on with the borrower, and subject to such bye-laws and other regulations of the Company as may be made affecting the same.|
|(b.)||The granting of loans on the security of sheep, wool, cattle, flax, agricultural produce, and other personal property generally, but not the making of advances or loans on or by discounting bills of exchange or promissory notes, nor the granting advances or loans upon any security not herein generally described as a proper subject for advances or loans.|
|(c.)||The purchasing, selling, exchanging, holding, leasing, and disposing of freehold and leasehold property in the said Colony.|
|(d.)||The purchasing, holding, selling, and disposing of the securities or debentures of the General Government of New Zealand, and of any corporation or public body authorised by the General Assembly of New Zealand to issue debentures or other securities for money.|
|(e.)||The advancing of money on loan on the security of ships, freight, cargo, and bills of lading.page break|
|(f.)||The borrowing and raising of any sum or sums of money for the purposes of the Company from any person or persons for any period or periods, and either by receiving the same on deposit, or by the issue of debentures, or by the giving of a mortgage over any property of the Company, or by transfer by way of mortgage of any securities to the Company, and the paying of interest on such moneys so borrowed at such rate or rates as may be agreed upon.|
|(g.)||The receiving from any person or persons periodical instalments of money, payable on certain fixed days, and of such amount as may be agreed on with the person or persons so investing, and the contracting to pay, and the paying to such person or persons at the expiration of any fixed period, commencing from the payment of the first of such instalments any sum of money being the sum of £10 or any multiple thereof as may be agreed upon.|
|(H.)||The purchasing and taking over the business, assets, and liabilities of any company, society, or association established in the Colony of New Zealand, under the provisions of any Act of the General Assembly of New Zealand for regulating Land and Building Societies or under the Joint-Stock Companies Acts, having objects similar in all or in any one or more respects to this Company, and the making of all necessary and proper contracts, agreements, and arrangements with the shareholders in any such company, society, or association, and the governing body of the same for the purpose of carrying out the same and the making the special terms (if any) on which the shareholders of any such company, society, or association are to be dealt with, and the rights, powers, and privileges to be granted them in case of their joining the Company or becoming shareholders therein.|
|(i.)||The entering into, contracting for, carrying out, and doing all such other acts, matters, and things, as may be incidental or conducive to the attainment of all or any of the above objects, or all or any objects of a like or similar nature.|
IV. The liability of the Company is limited.
V. The nominal capital of the Company is one hundred thousand pounds, divided into ten thousand shares of ten pounds each.
We, the undersigned, whose 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 to our respective names :—page break
|Names and Addresses of Subscribers.||No. of Shares taken by Each Subscriber.|
|Subscribes. John Howard Wallace (of Wellington)||50|
|Alexander Johnston, M.D.||50|
|G. Randall Johnson||50|
|J. B. Harcourt||50|
|J. R. Blair||50|
|J. S. M. Thompson||100|
|C. J. Johnston||100|
John Howard Wallace,
George Randall Johnson,
John Bateman Harcourt,
John Rutherfurd Blair,
John Smylie McDowell Thompson,and
Charles John Johnston,in the presence of Ernest W. Perkins,
Articles of Association of the Northern, Land, Loan, and Building Company Of Wellington (Limited).
It Is Agreed As Follows :—
The following shall be the regulations of the above-named Company which is hereinafter referred to as the Company.
1. In the construction of these regulations, unless there is something inconsistent in the context, words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number. Words importing the masculine gender only shall include the feminine gender, and words applicable to persons shall apply to incorporated Companies, and month shall mean calendar month.
2. The business of the Company shall include the business mentioned in the Memorandum of Association or such part thereof as the Board may from time to time think fit, subject, however, to any directions of any general meeting.
3. The Directors shall be at liberty to commence and carry on the business of the Company as soon as they shall think fit, and notwithstanding that the whole of the capital shall not have been subscribed for or issued, and may defray out of any moneys of the Company all expenses preliminary to, or connected with, the formation or promotion of the Company.
4. The capital of the Company is £100,000 divided into 10,000 shares of £10 each, and no shareholder shall hold more than 500 shares in the Company.page break
5. In all issues and allotments of shares herein provided for, the Board shall have power to issue and allot any of such shares to such person whether a Director or not as they shall think fit.
6. Every person applying for shares shall, on making such application, pay to the Company the sum of two shillings and sixpence for every share so applied for by him, and on the same being allotted to him shall immediately thereupon pay the further sum of two shillings and sixpence for every share so allotted to him; and there after shall, on the first Monday in every month, commencing with the month of January, 1878, and continuing for the period of thirty-seven calendar months next thereafter pay the monthly sum of two shillings and sixpence on every share held by such shareholder, so that on the expiration of the period of thirty-eight months from the commencement of such payment, the sum of £5 shall have been paid up on each share so allotted. The payments on application for shares may be made to the credit of the Company at the National Bank of New Zealand; and all subsequent payments shall be made on or before the above specified days at the registered office of the Company, or at the offices of any agent or agents of the Company, appointed for the purpose by the Board, during the ordinary office hours of business of the Company. The above-mentioned payments subsequent to the payment on allotment are herein termed instalments. No notice to shareholders of such instalments becoming due shall be necessary.
7. After the expiration of the period of thirty-eight calendar months, the Board may from time to time make such calls upon the shareholders in respect to the moneys unpaid on their shares as they think fit. A call shall be deemed to have been made at the time when the resolution authorising such call was passed, and any such call as last aforesaid shall become and be payable at such time or times and such place or places as shall be named or appointed by the Board: Provided that three months' notice at least is given of every such call, and no such call shall exceed 20s. per share or be made payable by larger instalments than 5s. per share at intervals of not less than one week.
8. The Board may issue and allot all or any of the shares not taken up before the 14th day of November, 1877, at any time or times in such quantities and on such terms in all respects whatsoever, whether as to payment of instalments and calls or otherwise, as the Board, in their own absolute discretion, shall think fit; and also may issue the same or any part thereof in London or otherwise out of the Colony, and may depute to any agent or agents specially appointed for the purpose the power to allot such shares so issued in London or elsewhere out of New Zealand.
Acceptance of Shares.
9. No applicant for shares in the Company shall be deemed to have accepted any share in the Company unless he shall have signed a written or printed application for such share, and the same shall have been allotted to him by or on behalf of the Company.
10. If any shareholder neglects to pay any instalments as defined in clause No. 6, on the first Monday in any month as by the said clause prescribed, a further sum of one penny for every month and part of a month during which such instalment is in arrear, shall be due and payable by him upon every such instalment so in arrear.
11. If before or on the day appointed for the payment of any call, any shareholder does not pay the amount of any call to which he is then liable, such shareholder shall pay interest for the same at the rate of £15 per centum per annum, to be calculated from the day appointed for payment thereof, until payment.
12. The Board may if they think fit, receive from any of the shareholders willing to advance the same, any part of the moneys for which they are liable upon their respective shares beyond the sums actually due, so however that not more than £5 per share shall be so paid up, and such shareholder shall be entited to participate in the profits of the Company in respect of the moneys so paid in advance or so much thereof as from time to time exceeds the amount of the calls or instalments then due upon the shares in respect whereof such advance has been made in the manner hereinafter set forth.
13. Every shareholder shall 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.
14. If such certificate is worn out or lost, it may be renewed on proof of loss to the satisfaction of the Board, and on payment of the sum of five shillings for each certificate.
Transfer of Shares.
15. Except in the case of fully paid up shares, no transfer shall be made to any person who shall not be approved of by the Board, and they shall have an absolute discretion not controllable by any court of law or equity as to accepting or rejecting the transferee, and shall not be bound to give any reason for their rejecting him.
16. Upon every transfer of shares in the Company, the sum of 3d. per share shall be paid to the Company prior to the registration of such transfer in the books of the Company, but so that not more than five shillings shall be paid upon any one transfer.page break
10. In all cases where a shareholder either solely or jointly with any other person or persons is or shall become directly or indirectly a debtor to the Company, or to any person or persons on behalf of the Company; or shall be under any engagement of any kind to the Company, such debts and engagements of such shareholder shall be first and paramount charges upon the share or shares held by him, and upon the dividends or interest accruing thereon, and shall take precedence of all claims of all other creditors of such shareholder, or of his assigns whether voluntary or legal, and if such shareholder shall not within a time to be fixed by the Board to pay and satisfy all such debts and engagements, pay and satisfy all such debts and engagements, the share or shares of such shareholder shall thereupon become absolutely forfeited to the Company; and it shall be lawful for the Board without notice to such shareholder, and either by public auction or private contract, absolutely to sell such share or shares, or so many thereof as shall be necessary and sufficient for the purpose of paying off and discharging all such debts and engagements, 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 after payment and satisfaction of such debts and engagements shall be paid over to the late proprietor of such share or shares or to his or her assigns.
18. The provisions of the last preceding clause shall apply to and authorise the forfeiture and sale of any shares standing in names of more than one person, in respect of any debts and engagements of any one or more of such persons to the Company.
19. The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year, and notice of such closing shall be given by advertisement, as provided by the Joint-Stock Companies Act, 1860.
Tramsmission of Shares.
20. The executors or administrators of a deceased shareholder shall be the only persons recognised by the Company as having any title to his share.
21. 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 way other than by transfer may be registered as a shareholder subject to the rights of the Company, under Article 17, upon such evidence being produced as may from time to time be required by the Board.
22. 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 page break such share; but the Company shall not be obliged to register the transferee unless the transferee is approved by the Board.
23. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share
24. The deed of transfer shall be presented to the Board accompanied with such evidence as they may require to prove the title of the transferror, and thereupon the Board shall register the transferree, if approved, as a shareholder.
Forfeiture of Shares.
25. If any shareholder fails to pay any instalment on or before the day hereby appointed for the payment of the same, or fails to pay any call on or before the day appointed by the Board, then the Board may at any time thereafter during such time as the instalment or call remains unpaid, serve upon such shareholder a notice calling upon him to pay such instalment or call, together with any interest or other payments that may have fallen due by reason of the non-payment of such instalment or call.
26. The notice shall name a further day and a place or places being a place or places at which instalments and calls of the Company are usually made payable, in and at which such instalment or call is to be paid; it shall also state that in event of non-payment at the time and place appointed the shares in respect of which such instalment or call is due, will be liable to be forfeited.
27. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given, may be forfeited by a resolution of the Board to that effect, provided that no share shall be forfeited unless any instalment or call due in respect thereof shall have been in arrear at least four months.
28. Any share so forfeited shall be, and be deemed to be the property of the Company, and may be disposed of in such manner as the Board thinks fit.
29. Any shareholder whose shares have been forfeited, shall notwithstanding such forfeiture, be liable to pay to the Company all instalments and calls and fines or interest thereon, owing upon such shares at the time of the forfeiture, though such forfeiture shall involve the extinction at the time of the forfeiture of all interest, claims, and demands, in and against the Company, in respect of the share, and all other rights incident to the share.
Increase Of Capital.
30. The Board may, by a resolution at a meeting of the same, specially called for the purpose, at any time or times, increase the nominal capital of the Company up to £250,000 by issuing 15,000 shares of £10 each in such numbers at any one time as they shall determine; page break and the Company may, with the sanction of the Company by resolution passed at a general meeting specially called for the purpose, at any time or times, increase its nominal capital by the creation of such new shares as shall by such resolution be determined upon.
31. Any such increase of capital shall be considered as part of the original capital of the Company, and may be made payable in such manner and at such times and places as the resolution, whether of the Board or the Company, authorising such increase or any other resolution passed at the same time shall direct, and all the provisions herein contained with respect to the original capital, whether with reference to the payment of instalments and calls, or the forfeiture of shares on non-payment of instalments or calls, or otherwise shall be applicable to the new capital as if it had been part of the original capital.
32. 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 in the City of Wellington as the Board may determine.
33. Subsequent general meetings shall be held at such time and place within the City of Wellington during the month of February in each year as the Board shall appoint.
34. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extra ordinary.
35. The Board may, whenever they think fit, and they shall, upon a requisition made in writing by any number of shareholders not less than five, holding in the aggregate not less than 500 shares of the Company, convene an extraordinary general meeting.
36. 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.
37. Upon the receipt of such requisition, the Board 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.
38. Not less than fourteen days notice 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 Board.
39. Any shareholder may submit any resolution to any general meeting of the Company, provided that he shall have caused a notice in writing containing a copy of such resolution to be left at the registered office of the Company, not less than three days before the date on which such meeting is to be held.page break
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 fifteen shareholders.
41. If within half an hour from the time appointed for the meeting a quorum 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.
42. The Chairman (if any) of the Board shall preside as Chairman at every meeting of the Company. If, however, there is no such Chairman, or if at any meeting he is not present or being present declines to take the chair, the shareholders present shall choose some one of their number to be Chairman of such meeting.
43. 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 at which the adjournment took place.
44. All questions submitted to any general meeting shall be decided by a majority of votes. At any such general meeting, if the Chairman shall declare that a motion or resolution has been carried, lost, or amended on the voices or by show of hands, the same shall be deemed to have been so carried, lost, or amended, unless a poll shall have been immediately thereupon demanded by at least five share holders, which demand with the names of the shareholders making the same, shall be entered in the minutes of the meeting.
45. If a poll is demanded in manner aforesaid, the same shall be taken in such manner at such place and at such time as the Chairman directs; and a certificate by the Chairman, under his hand, stating the result of such poll shall be conclusive evidence of the carrying or otherwise of the motion or resolution in regard to which such poll was taken.
Votes Of Shareholders.
46. At a poll every shareholder shall have one vote for the whole number of shares that he possesses not exceeding five, and one additional vote for every complete number of five shares after the first five up to one hundred." He shall have one additional vote for every complete twenty shares beyond the first one hundred shares up to five hundred, but no number of shares shall confer more than forty votes upon the holder thereof.
47. 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 page break guardian—or any one of his guardians—if more than one, but no such committee 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 proposes to vote, all such evidence as the Board may require of his holding the appointment as such committee or guardian.
48. 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 unless such shareholders shall, by writing under their hands, otherwise direct.
49. No shareholder shall be entitled to take part in the proceedings or vote at any meeting or poll unless all instalments and calls and other moneys due from him in respect of his shares have been paid, nor until he shall have been the registered owner of his shares three calendar months, unless such shares shall have been acquired, or shall have come by 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 dividend of such shares : Provided, however, that no resolution, whether general or special, passed at any meeting of the Company, shall at any subsequent period be set aside or treated as null on the ground that one or more shareholders may have voted at such meeting without being entitled to do so, or that any shareholder has exercised more votes than he is entitled to.
50. 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 is common seal.
51. The form of the instrument of proxy shall be as follows, or as near there to as circumstances shall admit:—
I, the undersigned, a shareholder of "The Northern Land, Loan, and Building Company of Wellington (Limited)," hereby appoint____, another shareholder of the Company, 40. to act as my proxy at the general meeting of the Company, to be holden on the____day of____18____, and at every adjournment thereof and at every poll to be taken in consequence thereof.
As witness my hand this____day of____, 18____Witness—
52. 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 on or before the day previous to that appointed for holding the meeting at which he proposes so to vote: but no instrument appointing a proxy shall be valid after the expiration of one calendar month from the date of its execution.page break
53. A vote given in accordance with the 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 or revocation or transfer has been received in the registered office of the Company before the meeting.
54. Any shareholder who holds a power of attorney from another shareholder authorising him to sell or dispose of the shares of such last named shareholder, or generally to deal with such Shares, may, if authority be given him by such power of attorney, vote in respect of the shares held by such shareholder; such power of attorney must be left for inspection at the office of the Company in the like manner as an ordinary proxy form. The Directors, before allowing any one to vote under such power of attorney, may, if they think fit, require a declaration from the person proposing to vote that the power of attorney is not revoked.
55. The person acting as Chairman at a general meeting shall in every case of an equality of votes, on a poll or otherwise, have a casting vote in addition to his votes as a shareholder.
56. The number of Directors shall be twelve, of whom four shall form a quorum.
The following Directors shall be, and they are hereby constituted the first Directors of the Company:—
The Hon. George Randall Johnson, of Wellington, M.L.C.; Charles John Johnston, of Wellington, merchant; John Bateman Harcourt, of Wellington, merchant; Duncan Sinclair, of Wainuiomata; John Smylie McDewell Thompson, of Wellington, merchant; Charles Tringhain, of Wellington, architect; John Rutherford Blair, of Wellington, stationer; John Fortescue Evelyn Wright, of Wel lington, J.P.; Robert Port, of Wellington, merchant; William Dawson, of Wellington, iron merchant; John Howard Wallace, of Wellington, J.P.; Alexander Johnston, of Wellington, M.D.
Powers of Directors.
57. The business of the Company shall be managed by the Board who may exercise all such powers of the Company as are not by "The Joint Stock Companies Acts," or by these Articles of Association declared to be exercisable only by the Company in general meeting, subject, nevertheless, to any regulations of these Articles of Association, to the provisions of the said Acts, 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 page break any prior act of the Board which would have been valid if such regulation had not been made.
58. The Board shall have power to make such rules, regulations, and bye-laws as to them shall seem meet for the good government of the Company, and for regulating the proceedings of the Board, and for regulating the conduct of all officers, clerks, servants, and others to be employed about the Company's affairs and business, and for the superintendence and management of the Company in all respects; and for regulating the times, modes, and places of payment of all sums to be from time to time paid by the shareholders to the Company, and for enforcing such payments by imposing fines, or by charging interest in case of non-payment; and for regulating the times, modes, and places of payment of all sums to be paid in the ordinary course of business by the Company to the shareholders, or any of them, whether for dividends, interest, or any account what soever; and also for regulating the terms on which the business of the Company shall be carried on, and the payments to be from time to time made to persons who may deposit moneys with the Company at interest or otherwise, and all other rules, regulations, and bye-laws that they may think fit for the good order and government of the affairs of the Company, whether herein specially referred to or not, and from time to time to alter and repeal such rules, regulations, and bye-laws, or any of them, and to make fresh rules, regulations, and bye-laws, but so that none of such rules, regulations, and bye-laws shall be contrary to, or inconsistent with, these articles; and all such rules, regulations, and bye-laws shall be binding on all shareholders, officers, and servants of the Company : Provided nothing therein contained is contrary to law; but any illegal rule, regulation, and bye-law shall not render void or invalidate any other rule, regulation, or bye-law that may have been made by the Board which is not illegal; but the illegal rule, regulation, or bye-law only shall be invalid.
59. The Board shall have power to appoint one of their nnmber to be managing director, who may or may not be chairman of the Board as well, and may appoint and at pleasure remove any agents, secretaries, officers, clerks, or servants, as they shall from time to time deem expedient, and may determine the powers and duties of such managing director, agents, secretaries, officers, clerks or servants, and fix their salaries or emoluments.
60. The Board may in the name and on behalf of the Company, appoint any person or persons to be the attorney or attornies 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; and they may empower such attorney or attornies to execute any such deeds or instruments under the private page break seal or seals of such attorney or attornies, 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 attornies 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 attornies to whom the same power is given, shall have received notice or information of such revocation, winding up, or dissolution.
Disqualification of Directors.
61. No person shall be qualified to be elected a director, and any person who may have been elected shall thereupon cease to be a director, if he holds any other office or place of profit under the Company, except that of managing director.
If he becomes bankrupt or insolvent, or of unsound mind. If he is concerned or participates in the profits of any contract with the Company, unless the amount payable by the Company under such contract shall be under £100. If he participates in the profits of any works done for the Company, unless the amount payable by the Company for such works shall be under £100. If he ceases to hold fifty shares at least in the Company. If without the consent of the Board, expressed by resolution duly entered in the minutes, he fails to attend the meetings of the Board for five consecutive times. 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 this Company, 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 £20.
61A. It shall not be lawful for the Board to grant any loan on any terms whatsoever to any director, so long as he shall remain a director.
Rotation Of Directors.
At the annual general meeting of the Company to be held in February, 1879, all the Directors shall retire from office, and at every subsequent annual general meeting 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.
62. The one-third or other nearest number to retire at the second page break and third general annual meetings of the Company shall, unless the Directors agree among themselves, be determined by ballot to be taken at a Board meeting not less than one month prior to the date of the general meeting for the election of new Directors. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.
64. A retiring Director shall be eligible for re-election without notice.
65. 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.
66. No shareholder other than a retiring Director shall be eligible for election as a Director, unless notice in writing of the intention to propose such shareholder as a Director under the hand of a share holder shall have been left at the registered office of the Company seven days at least previous to the date of meeting at which such election is to take place.
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 Directors shall continue to act until new Directors are appointed at the first ordinary meeting of the following year.
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.
Any casual vacancy occurring in the Board may be filled up by the Board, 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.
70. The Board may meet for the despatch of business, may adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes, each Director having only one vote. In case of an equality of votes the Chairman, in addition to his original vote, shall have a casting vote. The Chairman or any two Directors may at any time summon a meeting of the Board.
71. The Board 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 or being present declines to act, the Directors present shall choose one of their number to be Chairman of such meeting.page break
72. The Board may delegate any of their powers to Committees consisting of such Directors 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 Board.
73. 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 or being present declines to act, the members present shall choose one of their number to be chairman of such meeting.
74. 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 in additon to his original vote.
75. All acts done by a resolution passed at any meeting of the Board, or at a committee of the Board, 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 Director 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.
76. The Board may act, notwithstanding any vacancy or
vacancies in their number.
|(1.)||Of all appointments of officers made by the Directors.|
|(2.)||Of the names of the Directors present at each meeting of the Board and Committee of the same.|
|(3.)||Of all orders made by the Board and Committees of the Board.|
|(4.)||Of all resolutions and proceedings of meetings of the Company, and of the Board and Committees of the Board. And any such minutes as aforesaid, if signed by any person purport ing to be the chairman of any meeting of the Company, the Board, or Committee of the Board, at which such minutes shall have been read and confirmed, shall be receivable in evidence without any further proof.|
78. 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.
79. Directors, Secretary, Agents, and other officers of the page break Company shall be indemnified by the Company against all losses, and expenses incurred by them, in or about the discharge of their duties, except such as are due to and in consequence of their own wilful act. Neglect or default. No Director shall be responsible for any other Director, or for any Officer, Clerk, or Servant of the Company, or for any loss or expense happening to the Company by the insufficiency or deficiency of value of or title to any property or security acquired or taken on behalf of the Company, or by the bankruptcy or tortious act of any customer or debtor of the Company, or by any thing done in the execution of the duties of his office, or in relation thereto, or from any other cause than his own wilful act or default.
Signatures of Bills and Contracts and use of Common Seal.
80. All bills of exchange, promissory notes, cheques on the Company's banking account, contracts, and other instruments which require to be signed on behalf of the Company, and which do not require to be sealed, shall be signed with the authority of the Board by any two Directors and the Secretary, and no other signature shall be binding on the Company.
81. The seal shall be affixed with the authority of the Board and in the presence of one or more Directors to all instruments required to be scaled, and a certificate at the foot of such instrument, signed by such one or more Directors, that the seal was affixed by the authority of the Board, and in his or their presence, shall be conclusive evidence that such seal was duly affixed to such instrument.
82. The Board may, with the sanction of the Company in general meeting, declare and pay a dividend to the shareholders.
83. No dividend shall be payable except out of the nett profits arising from the business of the Company. If shares are issued at a premium, the Board shall determine if the premium is to be treated as capital or as profit.
84. The Board may, before recommending any dividend, set aside out of the nett profits of the Company such sums as they think proper, as a reserve fund, to meet contingencies, or for equalising dividends, or for repairing or maintaining the premises, or other property connected with the business of the Company or any part thereof; and the Board may invest the sum so set apart as a reserve fund upon such securities, as they, with the sanction of the Company, may select.
85. Notwithstanding anything in these rules to the contrary, the Board shall have power to declare and pay an interim dividend during the currency of any year without calling a meeting of the shareholders.page break
86. The dividend on each share shall be calculated equitably upon the amount paid up upon such share according to the amounts and dates of payment.
87. The Board may deduct from the dividends payable to any shareholder all such sums of money as are then due from him to the Company on account of calls or otherwise.
88. The receipt of any one of two or more persons registered as joint proprietors of any one or more shares, shall be a sufficient discharge for any dividend payable thereon.
89. Notice of any dividend that may have been declared shall be served on each shareholder and all dividends unclaimed for three years, after having been declared, shall be forfeited by the Directors for the benefit of the Company.
90. No dividend shall bear interest as against the Company.
91. The Directors shall cause true and complete accounts to be kept:—
|1||Of the real and personal property and securities 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.|
|3||Of the credits and liabilities of the Company. Such accounts shall be kept upon the principle of double entry in such books as may be necessary. The books of accounts shall be kept at the registered office of the Company, but the same shall be open for inspection only to the Directors of the Company, and to any person or persons authorised by them, and to the Auditors of the Company.|
92. Once at the least in every year after the first year, the Board 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.
93. 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 expenses of the establishment, salaries of Officers, 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 case where any item of expenditure which may in fairness be distributed over several years has been incurred in anyone 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.page break
94. A balance sheet shall be made out in every year after the first 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 such heads as may be prescribed by the Board.
95. A printed copy of such balance sheet shall, seven days previously to such meeting, be posted to or delivered at the registered address of every shareholder.
96. 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.
97. If not more than one auditor is appointed, all the provisions herein contained relating to auditors shall apply to him.
98. The auditors need not, but may be, shareholders in the Company. No person is eligible 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 eligible during his continuance in office.
99. The election of auditors shall be made by the Company at the first general meeting, after the incorporation of the Company, and afterwards at the ordinary general meeting. Until the first of such meetings if necessary, and in any case of failure to appoint auditors in manner herein, abovementioned, or if an occasional vacancy in the office shall occur, an auditor or auditors may be appointed by the Board.
100. The remuneration of the auditors shall be fixed by the Company from time to time as may be necessary.
101. Any auditor on quitting office shall be forthwith eligible for re-election.
102. 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 to the same.
103. Every auditor shall have a list delivered to him of all books kept by the Company, and he shall at all reasonable times have access to the books, accounts, and securities of the Company. He may in relation to such acounts examine the Directors or any other officer of the Company.
104. The auditors shall make a report to the shareholders upon the statement of income and expenditure, balance sheet and accounts, and in every such report they shall state whether in their opinion such statement, balance-sheet, and accounts contain the particulars required by these regulations, and are properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs; page break 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. It shall also be the duty of the Auditors to examine the securities and deeds held by the Company and they shall add to their report a statement of the result of such examination.
105. Notices requiring to be served by the Company upon the share holders, may be served either personally or by leaving the same addressed to the shareholders at their registered places of abode, or by posting the same addressed to such shareholders at their registered places of abode.
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, unless such shareholders shall otherwise direct, and notice so given shall be sufficient notice to all the pro prietors of such share.
All notices required by these regulations to be given by advertisement shall be advertised in a newspaper circulating in the Provincial District of Wellington.
Every shareholder resident out of the Colony of New Zealand may give to the Secretary of the Company for registration an address within the said Colony, and the address so given shall be deemed to be the shareholder's registered address, and all notices which it may be necessary to serve upon or send to such shareholder shall be sent to such address. In default thereof the registered office of the Company shall be deemed to be his registered address, and a notice placed there in a conspicuous position shall be deemed to have been duly served on every shareholder who has not given an address, although such notice shall not be directed to him.
109. If the day appointed for the payment of any instalment or call, or for doing any other act hereby directed, shall fall on a public general holiday, such instalment or call shall be paid, or such act shall be done on the next succeeding day, not being a Sunday or public general holiday.page break
John Howard Wallaceof Wellington.
R. Portof Wellington.
C. Tringham,of Wellington.
Alexander Johnston, M.D.,of Wellington.
G. Randall Johnson,of Wellington.
J. B. Harcourt,of Wellington.
William Dawson,of Wellington,
J. R. Blair,of Wellington.
J. S. M. Thompson,of Wellington.
C. J. Johnston,of Wellington.
Witness to all the foregoing signatures,
Ernest W. Perkins,