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The Pamphlet Collection of Sir Robert Stout: Volume 88
Deed of Settlement the Colonial Bank of New Zealand
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3. That the whole management of the business of the Company shall be and the same is hereby reposed in the Board of Directors hereinafter more particularly mentioned and that subject to the limitations herein contained and the powers hereby vested in general meetings of the Proprietors the individual parties hereto do hereby for themselves severally and respectively and for their several and respective heirs executors and administrators renounce and disclaim all right to interfere in the management of the affairs of the Company or to inspect the books of the Company or unless appointed by the Board of Directors as hereinafter provided to sign accept or endorse any bill note or negotiable security in the name of the Company or to enter into any other contract or engagement so as to charge or bind the Company or the properties funds securities or monies of or belonging to the Company and each party hereto binds himself his heirs executors and administrators that he and they shall and will keep harmless and indemnified the Company and their lands goods chattels funds and securities from and against all losses costs damages and expenses occasioned by any contract or engagement made or entered into by him or them as aforesaid.
4. That it shall be lawful for the Board of Directors at the expense of the Company to apply for and endeavour to obtain an Act of the General Assembly of New Zealand to incorporate the Company under the name style and title of "The Colonial Bank of New Zealand" and from time to time such other Act or Acts of the Legislature of the said Colony as the Board of Directors may consider calculated to facilitate their legal remedies and advance the general interests of the Company and for the purpose of obtaining such Act of Incorporation or such other Act or Acts as aforesaid it shall be competent for the Board of Directors on behalf of the Company to comply with such conditions as may be imposed by any such Act or Acts anything in these presents inconsistent with such conditions notwithstanding and every provision herein contained inconsistent with the provisions of such Act or Acts shall during the continuance of the said Act or Acts be suspended and shall be of no force and effect but after the expiration of the said Act or Acts by effluxion of time or otherwise every such provision herein contained shall again be in full force.
5. That the objects of the Company shall be the transacting of every kind of Banking business in the City of Dunedin in the Province of Otago in New Zealand aforesaid and by means of Banks Branch Banks or Agencies at other places in New Zealand aforesaid in the United Kingdom of Great Britain and Ireland in the Colonies and Dependencies of Great Britain and elsewhere beyond the limits of New Zealand including in the term Banking business the receiving of deposits of money whether at interest or
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otherwise the negotiation of loans for the Colonial Government of New Zealand and for any Provincial Government in New Zealand and for any Corporations Companies or persons in New Zealand the advancing and lending of money on real personal or mixed securities on cash credit or other accounts on policies bonds debentures bills of exchange promissory notes letters of credit or other obligations on rates or tolls of trustees or commissioners of public docks harbours roads bridges or other public works or of any other body of persons whether corporate or otherwise duly authorized to make levy or collect rates or tolls under the provisions of any Act of the General Assembly or of any Act or Ordinance of any Provincial or other local Legislature of New Zealand the discounting bills of exchange promissory notes or other obligations the issue of promissory notes payable to bearer on demand, the issue of circular notes and letters of credit for all or any parts of the world the advancing of money on the deposit of title deeds goods wares and merchandise bills of sale and bills of lading delivery orders warehousemen's or wharfinger's certificates and notes or other mercantile symbols tokens or indicia of property and upon gold bullion Government or public stocks mortgages funds and debentures stocks and shares of Hanks and Banking Companies of Insurance Companies of Railway Gold mining Coal mining Gas and Water Companies and generally of all other Joint Stock Companies Corporations Associations and other undertakings of whatever nature or description in New Zealand and upon annuities produce of every description materials of every kind whether raw or manufactured and on any other property funds and effects of whatever kind or description and generally the transacting of all such other business as it is or shall or may at any time hereafter be usual and lawful for establishments carrying on Banking in all its branches or dealing in money bullion specie exchanges or in notes bills or loans to door transact.
9. That the several persons parties to these presents shall and will severally contribute to the said Original Capital in proportion to the number of Shares set against their respective names in manner following (that is to say) a deposit of fifteen shillings upon every Share the Original Capital shall be paid or before the execution of this Deed and the remaining sun of four pounds five shillings shall be paid in instalments of not more than five shillings every Share at such times and places as the same maybe called for in pursuance of the power vested by these presents in the Board of Directors hereinafter constituted.
10. That the Board of Directors may subject to the conditions herein contained call for the payment of such instalments respectively at such times and places as they may determine by one or more public advertisement or advertisements in the New Zealand Government Gazette or by circular letters as hereinafter provided: Provided always that twenty-one days' notice at the least shall be given of the time and place appointed by the Board for the payment of every such instalment and that after thirty shillings shall have been called up upon any Share which shall be subscribed for no further instalment shall be required to be paid in respect of such Share within a shorter period than three months after the time at which a previous instalment has become payable : Provided also that after the sum of thirty shillings shall have been paid on any Share on further call shall be made in respect of such Share until after the expiration of twelve calendar months from and after the day upon which the said Bank shall be first opened for the transaction of business in Dunedin aforesaid.
11. That every instalment so to be called for shall bear interest from the day on which the same shall become due at the rate of ten per centum per annum and the amount of such instalment with interest as aforesaid shall be recoverable by action of debt if the same be not paid within the time to be appointed for that purpose: And on the trial of any such action it shall not he necessary to prove the appointment of the Directors by whom such call was made nor any other matter except that the defendant at the time of making such call was a holder of one or more Shares in the Capital of the Company and that such call was in point of fact made and notice thereof and of the time fixed by the Directors for payment thereof given in the manner herein provided.
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16. That all new Shares to be created according to the provisions hereinbefore contained when they shall have been allotted or disposed of and so soon thereafter as the amount thereof together with such premiums as may be payable thereon shall have been duly paid according to the provisions to be made in that behalf shall be assigned to the persons entitled thereto by and by means of a memorandum of assignment and agreement to be made and entered into by the President of the Bank or by any other Director appointed by the Board of Directors for that purpose and such person whereby the said President or Director shall declare that such person has become entitled to a new Share or new Shares of the amount of five pounds each in the Capital Stock of the Company and shall assign the same to him accordingly and whereby the latter shall agree to accept the said new Shares and to submit to and conform himself to all the articles stipulations and agreements in this Deed of Settlement contained and thereupon the person becoming Proprietor of such new Shares shall have in every respect the same rights and he subject to the same liabilities as the Proprietors of the original Capital.
17. That any Share or Shares forfeited in pursuance of any provisions herein contained shall as soon as possible after such forfeiture be disposed of by public sale or private contract to such person or persons as may be willing to accept the same and to execute these presents for such reasonable price as may be obtained for the same and thereupon a transfer or assignment of the forfeited Share or Shares shall be made to the purchaser thereof by the President of the Bank or by such other Director as the Board of Directors may appoint: Provided nevertheless that it shall be lawful to withhold any such forfeited Shares from immediate sale and to retain the same in the hands of the President, for a reasonable time in every case in which it is hereby made competent to the Board of Directors to discharge such forfeiture and in which they shall think it probable that an application for such discharge will be made by the Proprietor or late Proprietor and that it would be proper to discharge the same upon such application being made.
18. That every Proprietor shall have a separate and distinct right to his or her Share for the time being in the Capital of the Company and shall be entitled to and interested in the profits and liable and subject to the losses of the Company in proportion to the number of Shares held by him or her but subject nevertheless to the provisions herein contained.
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24. That no person or persons shall be deemed or taken to be a Proprietor of or to have any interest in any Share or Shares of the said Capital until he or she shall have executed this Deed or a duplicate thereof either in person or by attorney : Provided however that this article shall not prevent the Company from requiring payment of and receiving the deposit or any call upon Shares agreed to be taken by any person.
25. That failing the payment of such deposit as aforesaid upon the original Shares and of every call that may have been made and be payable upon any Share or Shares at the time of the execution of this Deed by any of the several parties hereto such execution shall not confer upon the party executing any of the rights or privileges of a member of the Company.
26. That no Proprietor shall be allowed to attend or vote at any meeting of Proprietors or to receive any dividend or exercise any other right or privilege under or by virtue of these presents before the amount of every call which shall have been made and shall have become payable and overdue in respect of his Share or Shares together with interest thereon if any shall have been fully paid and satisfied.
27. That every person to whom any original new or forfeited Share or Shares shall be allotted or assigned or to whom any Share or Shares shall be transferred shall within six months after the date of such allotment assignment or transfer execute this Deed or a duplicate thereof unless he shall previously have executed it in respect of Shares held by him at the date of such transfer in which case such execution shall have effect in respect of such acquired Shares and shall apply to the same fully and effectually notwithstanding that such transferree shall afterwards sell and transfer the Shares in respect of which he originally executed the Deed and in default of such execution within the time limited the Shares in respect of which default shall have been made shall be absolutely forfeited to the Company: Provided nevertheless that the Board of Directors may if they think fit upon the application of the party to whom such assignment or transfer shall have been made discharge any Share or Shares from forfeiture and restore the same or any part thereof to such Proprietor on such terms as the Board of Directors may think proper and in the event of such discharge the forfeiture shall upon such execution of this Deed or a
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duplicate thereof as aforesaid be held not to have occurred and the rights and liabilities of the Proprietor making default shall be deemed not to have been in anywise affected : Provided also that in the case of a transfer of Shares the transferror shall until such execution of this Deed by the transferree or until such forfeiture of his Shares transferred be deemed and taken to be the continuing Proprietor of the same except only as against the transferree and in respect of the receipt of dividends and disposal of the Shares.
32. Thai no legatee next of kin or cestui que trust claiming under the will of any deceased Proprietor shall as such become a Proprietor of any Share or Shares of the said Capital but in all cases where legatees or next of kin of deceased Proprietors or such cestui que trust shall become entitled to or interested in any such Share or Shares the executors or administrators of such deceased Proprietors shall be considered as the holders of the Share or Shares and shall be the only persons entitled to become Proprietors or to procure some other person or persons to become a Proprietor or Proprietors in respect thereof.
33. That the husband of any female Proprietor or the executor or administrator of any deceased Proprietor or the committee of any lunatic Proprietor may on production of satisfactory evidence of title either elect to become a Proprietor in respect of the Share or Shares to which he shall be entitled in either of these capacities or procure any other person or persons to become a Proprietor or Proprietors in respect of such Share or Shares but the trustee or assignee of any bankrupt Proprietor shall not be entitled to become a Proprietor in respect of the Share or Shares of such bankrupt Proprietor but shall procure some other person or persons to become a Proprietor or Proprietors in respect thereof : Provided always that no person shall be entitled to receive any dividends or other profits which shall be declared on the Shares of such female deceased lunatic or bankrupt Proprietor accruing after his or her marriage death commission of lunacy or bankruptcy until some person or persons shall have become a Proprietor or Proprietors in respect of such Share or Shares and the person or persons who shall ultimately become a Proprietor or Proprietors in respect of such Share or Shares shall be entitled to such last mentioned dividends and profits and the full right and interest of and in such Share or Shares : And provided further that if no person shall become a Proprietor in respect of such Share or Shares within the period of two years from the date of such marriage death commission of lunacy or bankruptcy respectively then the rights herein reserved to such husband executor
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administrator committee trustee or assignee respectively shall cease and determine and it shall be lawful for the Board of Directors to sell the said Share or Shares and to retain the proceeds together with the interest and dividends which shall have accrued previously to such sale until the person legally entitled thereto shall establish his claim to the satisfaction of the Board of Directors and such person shall not be entitled to claim interest on the amount so retained and also that if no person shall have become Proprietor in respect of the Share or Shares of such bankrupt Proprietor within the period of three months after the bankruptcy of such bankrupt Proprietor it shall be competent to the Board of Directors if they shall think fit to sell the said last mentioned Share; or Shares by public auction or private contract for the best price that can be reasonably got for the same and the net proceeds of such sale shall in such case be paid over by the Board of Directors to the said trustee or assignee for the benefit of the said bankrupt.
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36. That every Proprietor shall he entitled to receive a certificate under the hands of two or more of the Directors of the number of Shares held by him or her in the Capital of the Company and the amount paid thereon but such certificate shall not be transferrable and shall only be evidence of the title of such Proprietor at the time such certificate was signed and the books of the Company shall he conclusive evidence in all matters in dispute between the Company and any member or members thereof and every or any person claiming any interest in any Share or Shares of the Capital thereof.
37. That there shall be seven Directors of the Company duly qualified as hereinafter provided and such Directors shall constitute the Board of Directors of the Company and any three of such Directors assembled at an ordinary or duly convened special meeting of the Directors shall be competent to transact all the affairs of the Company and shall possess and exercise all the powers herein conferred on the Board of Directors.
38. That the Directors shall be selected from amongst the Proprietors possessed of three hundred Shares at the least in the Capital of the Company but no Proprietor shall be eligible or qualified to be or act as a Director of the Company who shall be a Director or paid officer of any other Bank carrying on business as a Bank of issue and deposit or who being indebted to the Company shall fail to satisfy such debt within a time fixed by the Board of Directors for that purpose or who shall within three years preceding the day of election have been bankrupt or have made an assignment of his estate for the benefit of his creditors or who shall have made a composition with his creditors or who shall after his election as a Director become bankrupt or make any assignment of his estate for the benefit of his creditors or compound with his creditors or who shall be absent from the Colony for the space of six calendar months during his term of office or who shall during such term of office without leave from the Board of Directors absent himself except on account of illness for three months from the meetings of the Board or who shall be declared lunatic or become of unsound mind.
39. That the Board of Directors as soon as they shall receive notice of the non-qualification or disqualification of any person then being a Director of the Company shall forthwith proceed to enquirer into the matter at a meeting of the Board of Directors specially convened for the purpose and if they shall be satisfied that such Director is not duly qualified shall declare the office of such Director to be vacant and the same shall thereupon become vacant and such Director shall be removed from the Direction of the Company and the Board shall then take the necessary steps for filling up such vacancy by a new election : Provided always that such non-qualification or disqualification shall not extend to render illegal or invalid any act deed matter or thing done or executed or suffered to be done or executed for or on account of the Company by such person assuming to act as a Director prior to such declaration of vacancy but every such act deed matter or thing so done or
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executed or suffered to be done or executed by such person before his actual removal from office shall be held to be valid binding and conclusive upon the Company and the Proprietors thereof any invalidity or preceding disqualification for his office notwithstanding.
43. That any Director may at any time vacate his office by sending in his resignation to the Board of Directors and a general meeting of the Proprietors specially called for the purpose shall have power at any time to remove from his office any Director for negligence misconduct in office or any other reasonable cause : Provided always that the Proprietors present at any such general inciting in person or by proxy shall be possessed in the aggregate of not less than one-third of the actual paid up Capital of the Bank.
44. That in case of any vacancy or vacancies in the office of Director occasioned by death resignation disqualification or removal from office such vacancy or vacancies shall within thirty days after the same shall first happen be filled up by the appointment by the Board of Directors of another or other duly qualified Proprietor or Proprietors who shall continue in office until the next half yearly or special general meeting and at such meeting some duly qualified person shall be elected to fill such vacancy who shall continue in office until the expiration of the time that such deceased disqualified removed or retiring Director might have continued in office: Provided always that if such vacancy or vacancies shall happen within sixty days before the half yearly general meeting in January it shall be lawful for the Board of Directors by a resolution to be entered in their minutes to direct that such vacancy or vacancies shall remain over until the said half yearly general meeting: And provided further that if two or more such vacancies shall have to be filled up together at any such half yearly or special general meeting the person elected by the greater number of votes shall be allowed to elect the vacancy which he may prefer to fill.
45. That every Proprietor who shall become a candidate for the office of Director shall give notice thereof to the Board of Directors in writing to be left at the Banking House of the Company in Dunedin aforesaid thirty days at least before the day of election and the names of the candidates who have given such notice shall be published in one or more Dunedin newspaper or newspapers ten days at the least before the day of election and no Proprietor shall be eligible who shall fail to give such notice.
46. That the election of Directors at such general meetings shall he by the majority of the votes of the Proprietors present and voting in person or absent and voting by proxy.
47. That when and so often as on the election of any Director or Directors there shall be votes for more candidates than there shall be vacancies and in consequence of any two or more candidates having an equal number of votes it cannot otherwise be determined which of those candidates shall be the person or persons to supply the vacancy or vacancies it shall be decided by lot amongst those candidates which of them shall supply the vacancy or vacancies and the person or persons in whose favour such decision shall be made shall be considered duly elected.
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52. That the Board of Directors may from time to time make such regulations for their own proceedings and fix such times for their ordinary and special meetings as they shall think fit but any Director may at any time by writing under his hand convene a special meeting of the Board of Directors for the consideration of any matter relating to the business of the Company: Provided that the object of such meeting be expressly stated in the notice convening the same and that such notice be left at the usual places of residence of the other Directors not less than twenty-four hours before the time specified for holding such meeting.
53. That every resolution order or direction made and passed or given at any meeting of the Board of Directors shall be liable to be rescinded amended or altered at any other meeting by the same Directors by whom the same was made and passed or given or by a majority of the Directors at a meeting at which a larger number of the Directors are present : Provided that in the last mentioned case notice shall either be given to the Directors by whom the resolution order or direction was made passed or given of the intention to move for a rescission amendment or alteration there of or that the consideration of such motion shall if either of the last mentioned Directors shall so require be adjourned to a future meeting : And provided also that no such rescission amendment or alteration shall invalidate any act matter or thing in the meantime done or submitted to under or in consequence of such resolution order or direction.
54. That all questions coming before the Board of Directors for consideration shall be decided by the majority of the votes of Directors present and not declining to vote or disqualified from voting and if there shall be an equality of votes the President or
other Chairman of the meeting of Directors shall have a casting vote but the decision thereby made shall be subject to the provision hereinafter contained for neutralizing the same in certain cases by the protest of the minority.
55. That no Director shall be allowed to vote on any application for credit on cash account or on bills offered for discount or otherwise where he is himself a party or principal or surety or where his father or father-in-law son or son-in-law brother or brother- in-law or nephew is a party or on any other proposition in which it shall appear to the Board of Directors that he has a pecuniary or personal interest and if any Director shall so vote contrary to this prohibition he shall forfeit to the Company the sum of one hundred pounds as for a breach of covenant with his Co-proprietors and the Shares standing in his name shall be liable for the payment of such penalty: Provided that it shall be competent to the Board of Directors or any meeting of Proprietors to remit the whole or any part of such penalty if they shall think fit.
56. That whenever on the occasion of any discount or advance of money on any cash credit involving an amount of not less than one thousand pounds being proposed at any meeting of the Board
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of Directors two of the Directors present shall after deliberation thereupon being a minority of the whole number of the Directors present think fit to protest against the proposed discount advance or cash credit such discount advance or cash credit shall be withheld notwithstanding that a majority of votes shall be given in favour thereof: Provided that such dissenting Directors shall enter their protest with the reason for the same upon the minutes of the Board of Directors.
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60. That it shall be competent to the Board of Directors to establish any such Branch Bank or. Banks at any place or places in New Zealand and elsewhere in the British Dominions and such Banking Agency or Agencies or connections in the United Kingdom of Great Britain and Ireland and elsewhere beyond the limits of New Zealand as the Board of Directors shall determine and specially from time to time to empower any one or more of their own number or any other person or persons to carry on the business of exchange with such Branch Banks or Banking Agencies and to bind the Company by such contracts as it may be necessary or proper to enter into for that purpose by signing drawing endorsing accepting or negotiating bills of exchange promissory notes letters of credit or other negotiable instruments and also to inspect and report on the arrangements and proceedings of such Branch Banks or Banking Agencies.
61. That the Board of Directors shall determine on and regulate the form and amount of the promissory notes of the Company payable to the bearer on demand and all such promissory notes shall be signed by such person or persons as may be authorised by the Board in that behalf.
62. That it shall be lawful for the Board of Directors from time to time to purchase in fee simple or for any less estate in the name of the Company or in such name or names as they shall think proper or take upon lease suitable premises in Dunedin aforesaid for the transaction of the business of the Company or to build a suitable Banking House on land purchased for that purpose [unclear: an!] to pull down remove alter or convert any houses or buildings upon any land so leased or purchased and to erect and build other houses and buildings in lieu thereof and from time to time to alter such last mentioned houses or buildings in such manner as they may think necessary or advisable for carrying on the business of the Company and also at anytime or times to sell let demise exchange or otherwise dispose of such lands houses and premises or any part or parts thereof respectively in such manner as they may think most advisable and to cause the same to be demised occupied conveyed and assured accordingly and also to purchase or take upon lease as aforesaid suitable premises of business for every Branch Bank that may hereafter be established and to exercise the like powers of pulling down altering and converting houses and buildings and also of selling letting demising exchanging or otherwise disposing of the whole or any part of such premises as are herein conferred in respect of the business premises to be acquired for the said Company in Dunedin aforesaid.
63. That it shall be competent to the Board of Directors to take and accept absolutely in satisfaction liquidation or discharge of any debt previously due to the Company any lands houses merchandise ships and any other real or personal property and to cause the same to be conveyed or assigned and delivered to the said Company or to such person or persons as they may direct as trustees for the said
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Company: Provided however that the Board of Directors shall as soon as conveniently may be having reference to the risk and cost of keeping any such property and to the prospect of realizing in the then state of the market the amount of the debt for which the same was taken or so much thereof as they may reasonably expect to realize thereout cause the same to be sold and disposed of for the benefit of the Company and to be conveyed or assigned to the purchaser thereof.
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66. That it shall be competent to the Board of Directors to purchase or acquire the business and property of any Bank or Banking Company carrying on business in the Colony either altogether or in any place or places in the Colony and to pay for the same either in cash or in Shares to be treated as either wholly or in part paid up or partly in cash and partly in such Shares or in such other manner as the Board of Directors may from time to time deem expedient.
67. That the Board of Directors shall cause regular and distinct books of account to be kept at the Banking House of the Company in Dunedin aforesaid in which books the Company's whole affairs and transactions shall be duly entered.
68. That it shall be lawful for the Board of Directors from time to time as occasion shall arise for raising money for the purpose of carrying on the business of the Company to negotiate such of the bills or promissory notes for the time being held under discount as they may consider advisable or to assign or sell any security belonging to the Company and the endorsement of such bills or promissory notes by any two or more Directors for or on behalf of the Company shall be binding against every member thereof.
69. That it shall be lawful for the Board of Directors by a minute to be entered on their proceedings to appoint any one or more of their number from time to time to transact any particular business relating to the Company either as to its principal establishment or in respect to its Branch Banks or Banking Agency or Agencies.
70. That the Directors shall elect from time to time from amongst their own body a President of the Bank and such President shall continue in such office till the expiration of his then term of office as Director and the President so elected or in his absence the Director who shall be elected Chairman by the Directors present at any meeting of the Board shall preside at all meetings of the Board.
71. That it shall be lawful for the Board of Directors from time to time to appoint a General Manager a Manager a Secretary a Solicitor and such and so many Accountants Cashiers Tellers and such other Officers Clerks and Servants as the business of the Company and of its Branch Banks may require and from time to time to remove any such General Manager Manager Secretary Solicitor Accountant Cashier Teller or other Officer Clerk or Servant at their discretion and also from time to time to fix alter and vary the duties to be performed and the amount of remuneration to be given to such General Manager Manager Secretary Accountant Cashier Teller Officer Clerk and Servant and to pay and discharge the same out of the funds and property of the Company and also for and on behalf of the Company to delegate to such officers as may be appointed such powers as the said Board of Directors may consider necessary or expedient for the transaction of the business of the Company.
72. That every such General Manager Manager Secretary Accountant Cashier Teller Officer Clerk and Servant shall give such
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security as the Board of Director shall from time to time fix and determine for the due application of and accounting for all monies bills and other securities received by him on behalf of the Company and for his good and faithful conduct in his office or situation and all Shares in the Capital of the Company held by any such General Manager Manager Secretary Accountant Cashier Teller Officer Clerk or Servant may be retained by the Board of Directors as a security for his good and faithful conduct in such office or situation.
78. That the business of every half yearly general meeting shall be to till up the vacancies which shall then exist or take place in the Board of Directors and to do such other matters and things as are herein particularly required or allowed to be done thereat and also to consider the report of the Directors to be then made and to consider and decide on such other matters and things as may then be brought forward by the Board of Directors relating to the affairs of the Company or which may be brought forward by any Proprietor who shall have given to the Board of Directors seven days' previous notice at the least of his intention to bring such matters and things forward at such meeting and also if the majority of the Proprietors then present shall think fit to consider any proposal or resolution which may notwithstanding the absence of such notice thereof to the Board of Directors be made by any Proprietor then present: Provided however that the said meeting shall not then proceed to determine upon any such matter or thing then first brought forward or any resolution or motion then first made otherwise than by negativing any proposal or motion made if three Proprietors then present and holding thirty votes in their own right shall require that the said meeting be adjourned for the purpose of further considering the same in which case such adjournment shall be made and notice thereof shall be given as hereinafter provided with respect to special general meetings.
79. That subject to such notice as is hereinafter required special general meetings of the Proprietors shall be held at such times and places as the Board of Directors may determine and also if any number of Proprietors holding not less than twenty thousand Shares in the Capital of the Company shall at any time by writing under their hands require the Board of Directors to call a special general meeting for any purpose relating to the Company it shall he incumbent on the Board of Directors to call the same: Provided that in every such requisition the object for which such special general meeting is required shall be distinctly expressed and if such requisition shall not be complied with within ten days after the same shall have been left at the Banking Mouse it shall be lawful for the Proprietors signing such requisition of their own authority to call a special general meeting to be held at the Banking House or some other convenient place in Dunedin aforesaid for the consideration of the same matters relating to the Company as were set forth in such requisition.
80. That except as hereinafter provided twenty-one days' notice at the least shall be given of all such special general meetings of the
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Proprietors either by advertisement in one or more of the Dunedin newspapers or by circular letters addressed to the several Proprietors as hereinafter provided and that in such notice there shall be distinctly expressed the objects for which the meeting is convened and the business of such special general meeting shall be to consider and dispose of all such matters and things relating to the business of the Company as may then be brought forward in accordance with the notice given as aforesaid and no other.
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83. That the testimony of the Secretary of the Company that the said letters were to the best of his knowledge and belief written and addressed in conformity with the provision hereinbefore contained and the evidence of the person appointed to dispatch the said letters or of any other credible person that the same were respectively put into the Post Office at or before the times respectively herein required for the giving of the notices conveyed by such letters shall be conclusive evidence of the due service of the said notices.
85. and provisions established and settled by these presents for limiting the individual responsibility of the respective Proprietors of the Company as between themselves and provided further that no such new amended or altered laws regulations and provisions shall be in force till confirmed at a subsequent general meeting by the votes of Proprietors holding more than one-third of the actual paid up capital of the Bank.
86. That no law resolution or proceeding passed at any half-yearly or special general meeting shall be impeached or invalidated on the ground that any person voting at such meeting was not entitled to vote thereat.
86. That at every meeting of the Proprietors to be held after the expiration of three months from the date of these presents every Proprietor shall have votes in the proportion hereinafter specified for Shares held by him or her respectively at the date of such meeting and for the space of three calendar months at the least next before such meeting: For five Shares one vote for twelve Shares two votes for twenty-five Shares three votes for fifty Shares four votes and two votes for every additional fifty Shares and in the meantime until the expiration of the said term of three months the said Proprietors shall have votes in the proportions before specified for Shares held by him or her at the date of any such meeting and all question:, to be submitted to any meetings of the Proprietors shall be decided by the majority of votes except in such eases as herein otherwise provided and every Proprietor present at any such meeting shall be entitled to demand a ballot either before or after a vote on any question has been taken by assessment of votes and the Proprietor absent from any such meeting may give his or her [unclear: you] or votes by proxy provided that the person appointed to act as proxy shall be
a Proprietor of the Company: Provided always that no Proprietor shall be entitled to vote in respect of any Share held by him over and above one thousand Shares or as the proxy of another Proprietor or other Proprietors to represent more than fifty votes in addition to his own.
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90. That the President elected by the Board of Directors as hereinbefore provided or in his absence the senior Director present shall preside at all half yearly general meetings of the Proprietors: Provided that until the order of seniority shall be established by the death retirement or removal from office of the first Directors appointed by virtue of these presents the Proprietors present at such half yearly general meetings shall in the absence of the President elect their own Chairman from the Directors then present and at all special general meetings the Proprietors present shall elect their own Chairman and on all questions submitted to any such half yearly or special general meeting the President or Chairman presiding shall have the votes to which he shall be entitled as a Proprietor and also a casting vote in the case of an equality of votes
except only in the case of the election of Directors.
92. That every general meeting shall adjourn to a future day if twenty Proprietors holding in the aggregate not less than five thousand Shares shall not assemble within one hour after the time fixed for such meeting and unless the said number of Proprietors shall be present the meeting shall not be competent to transact any other business than fixing the time for holding an adjournment of such meeting and no such adjourned meeting shall proceed to any other business than fixing the time for a further adjournment unless the said number of Proprietors shall be present at the same.
93. That every such adjournment as aforesaid shall be notified to the Proprietors either by circular letters or by public advertisement in one or more of the Dunedin newspapers.
94. That the reports made by the Board of Directors at any half yearly meeting of Proprietors and the balance sheet exhibited at the half yearly general meetings and all reports of Auditors and also the minutes of proceedings at all such meetings shall be printed and circulated amongst the Proprietors as soon as conveniently may be by letters addressed as hereinbefore provided with respect to notices of special general meetings.
95. That minutes of all proceedings of every general meeting shall be entered and kept in the minute book of the Company and shall be signed by the person presiding at such meeting and such minutes shall be full and conclusive evidence that the proceedings therein recorded took place at a general meeting duly called and held pursuant to these presents and that the person whose name shall be subscribed thereto was the Chairman at the general meeting at which such proceedings took place and that he signed such minutes and such minutes shall be binding and conclusive on all the Proprietors of the Company and all other persons claiming any interest in respect of any Share or Shares in the Capital of the said Company : Provided however that before any meeting shall be dissolved the rough minutes then taken by the Secretary or other officer or person appointed to take the same shall be distinctly read over to such meeting and shall be open to be observed on by the Proprietors present and shall in case the accuracy thereof shall be disputed be confirmed or amended according to the opinion of the majority of the Proprietors present: And provided also that the minutes of every meeting of Proprietors shall be read over before the commencement of the proceedings at the next half yearly or special general meeting and shall then also be subject to correction it any error therein be discovered but so nevertheless that the discovery of any error therein shall not invalidate any act or proceed-
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ing which may in the meantime have been done or have taken place under or in consequence of the erroneous minute.
103. That in making up the balance sheet to be submitted to every half yearly general meeting it shall be the duty of the Directors to deduct from the gross profits of the halt year immediately preceding or to charge against the reserve fund not only all debts due to the Company which shall appear to the Board of Directors to he bad debts but also all such as shall appear to them to be of a seriously doubtful character and in case any such debts shall afterwards be recovered the amount thereof shall be again carried to the credit of the reserve fund or carried to the credit of profit and loss as the Directors may in their discretion think lit.
104. That if it shall appear to such half yearly general meeting desirable that the Company's affairs should be more fully investigated it shall be lawful for such general meeting either to direct the said Auditors to enquire into and report upon the affairs of the Company generally or in their discretion to appoint any two or more Proprietors as special Auditors for that purpose : Provided always that the Proprietors so appointed shall be duly qualified to be elected Auditors as hereinbefore provided.
105. That the Board of Directors shall together with the balance sheet hereinbefore mentioned cause to be laid before the Proprietors at each half yearly general meeting a report on the Company's affairs previously approved of at a meeting of the Board of Directors and bearing the signature of the Director presiding at such meeting and such report shall contain the recommendation of the Board of Directors as to the appropriation of the profits.
106. That out of the net profits of each half year a sum not less than five per cent, of the amount according as the half yearly meeting shall determine shall in the first place be appropriated towards the formation of a reserve fund to provide for occasional losses and such reserve fund shall not be allowed to be distributed by way of dividend or bonus until it shall amount to more than twenty per cent, upon the actual paid up capital of the Company but after it shall at any time have reached that amount it shall be lawful for a half yearly general meeting in pursuance of a recommendation of the Board of Directors out of such reserve fund to declare a bonus to be payable to the Proprietors on and after a day
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to be fixed by such general meeting: Provided always that the reserve fund shall not thereby be reduced below an amount equal to ten percent, upon the paid up Capital of the Company: And provided further that after the declaration of such bonus no further bonus shall be declared until such time as the reserve fund shall again amount to more than twenty per cent, upon the actual paid up Capital of the Company.
111. That the Directors Auditors and all the Officers and Clerks of the Company shall be bound to observe secrecy except in the course and performance of their respective duties towards the Company or under compulsion or obligation of law with respect to all transactions of the Company with its customers and as to the state of the account of any individual or the extent of his liabilities and every such Director Auditor Officer and Clerk shall previously to entering upon the duties of his office or employment sign a declaration that he will not reveal or make known any of the matters affairs or concerns which may come to his knowledge as a Director Auditor Officer or Clerk to any person or persons whomsoever except in the course and in the performance of his duties or under compulsion or obligation of law or when officially required so to do by the Board of Directors or by the Auditors for the time being or by any general meeting of the Proprietors of the Company.
112. That every Proprietor who may be indebted to the Company or any other person on behalf of the Company shall upon demand pay to the person duly authorised by the Board of Directors in that behalf all or such part of his debt as may at the time be due and payable and shall be so demanded and shall not adopt or institute any proceedings in a Court of Equity or otherwise for procuring any accounts to be taken in relation to the partnership existing by virtue of this Deed of Settlement and in case any such Proprietor shall make default in payment of the debt which may be so due and demanded of him then the amount of such debt may under the order of the Board of Directors be recovered from such Proprietor his heirs executors or administrators as liquidated damages and every party to these presents hereby agrees that any debts which may be so due by him and demanded and in payment whereof there shall be such default shall and may be so recovered as liquidated damages.
113. That it shall be lawful for the Board of Directors on behalf of the Company to commence and prosecute in the name of the Company any action suit or proceeding at law or in equity or in bankruptcy against any person or persons whomsoever whether a member or members of the Company or not to enforce any claims due by such person or persons to the Company and to defend any such action suit or proceeding that may be instituted against the
Company and also to compromise or abandon any such action suit or proceeding and also to submit any matter in dispute to arbitration
and abide by such reference and submission and every award to be
made pursuant thereto and also to compound any debt or debts due to the Company and to join in any instrument of composition or any conveyance or assignment of the estate of any person indebted to the Company or in any letter of license granting time to such debtor for
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the payment of his debts and also to take proceedings
for procuring the sequestration of the estate of any debtor to the Company or to cause him to be declared a bankrupt according to the laws for the time being and to do all such matters and things in relation to the estate of such bankrupt and to the claim of the Company against the same and to the proceedings in bankruptcy as might be done by an ordinary creditor and also to prefer and prosecute charges for the
stealing or embezzlement of the monies or property belonging to or deposited with the Company or tor any fraud forgery crime or offence committed against or with intent to defraud the Company and to prosecute or abandon the same.
115. That in all cases where it may be necessary for any person to serve any notice writ or other proceeding at law or in equity or otherwise upon the Company service thereof upon the Secretary or any Director for the time being by leaving the same at the office of the Company at Dunedin aforesaid or at any Branch Bank if the same shall relate to any transaction at such Branch Bank or if the Company shall have suspended or discontinued business by serving the same personally on such Secretary or Director or on some person who was such Secretary or Director at the time of such suspension or discontinuance of business or by leaving the same in such last mentioned case with some inmate at the usual abode of such Secretary or Director or late Secretary or Director shall be deemed good service of the same on the Company.
116. That each and every printed copy of these presents which shall bear the signature of the Secretary of the Company or of any two Directors for the time being attesting that the same is a true and correct copy of the original shall in all proceedings at law or in equity between the Company and individual Proprietors thereof or between several Proprietors and in all proceedings by parties other than Proprietors against the said Company wherein notice to produce these presents shall have been given and the same shall not he produced be received as sufficient evidence of this Deed and of every clause article stipulation and agreement herein.
117. That if any execution shall issue against any individual Proprietor or Proprietors or former Proprietor or Proprietors or his or their property and effects upon a judgment decree or order obtained against the Company every such Proprietor or Proprietors shall he reimbursed out of the property and effects of the Company for all monies paid and for all damages costs and expenses incurred by him by reason of such execution or of the action or suit in which the same shall have issued or in default of such reimbursement by contribution from the other Proprietors of the Company as and subject to the limitations hereinafter provided.
118. That if any such Proprietor or former Proprietor his executors or administrators shall not be reimbursed out of the property and effects of the Company it shall be lawful for him his executors or administrators to divide the amount of the monies to be paid with interest damages costs and expenses or so much thereof as he shall not have been reimbursed into as many equal parts as there shall then be Shares in the Capital of the Company not including Shares then under forfeiture and every Proprietor for the time being of the Company and the executors or administrators of every deceased Proprietor shall in proportion to the number of their Shares contribute and pay one or more of such parts on demand to the Proprietor gains': whom such execution shall have issued or to
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his executors or administrators and upon neglect or refusal to pay such contribution it shall be lawful for such Proprietor his executors or administrators to sue for and recover the same against the Proprietor or the executors and administrators of any Proprietor who shall so neglect or refuse as aforesaid as a debt or demand recoverable at law and distinct from the accounts of the partnership: And if such Proprietor against whom such execution shall have issued his executors or administrators shall by reason of the bankruptcy of any Proprietor or from any other cause but without any neglect or wilful default on his own part he prevented from recovering any portion of the monies interests costs damages and expenses which he shall have so paid as aforesaid it shall he lawful for him or them again to divide such proportion as shall not have been received by him or them into as many equal parts as there shall then be Shares in the Capital of the Company not including the Shares under forfeiture except the Shares in respect of which such default shall have happened and every Proprietor for the time being of the Company except as aforesaid shall rateably according to the number of his Shares upon demand pay one or more of such last mentioned parts to the Proprietor against whom such execution shall have issued his executors or administrators and in default of payment he or they shall have the same remedies for the recovery thereof as are hereinbefore given in respect of the original contributions and if any proportion of such money interest costs damages and expenses shall still remain unpaid by reason of any such bankruptcy or other cause as aforesaid such Proprietor his executors or administrators shall have in like manner from time to time and by way of accumulative remedy the same powers according to the circumstances of the case of again dividing and enforcing payment of such proportion until he or they shall in the end if a former Proprietor be fully reimbursed the whole of the said monies interests costs damages and expenses and if then a Proprietor the whole excepting the portion appropriated to the Shares held by himself: Provided however that no such contribution shall be demandable to an extent greater than a sum equalling the original amount of the Shares in respect of which the same shall in any case be demanded and that whenever any individual Proprietor shall have paid by calls to meet losses or by contribution a sum equalling the original amount of such Shares he shall no longer be liable to pay any further amount either by reason of any call or as contribution at the instance of any other Proprietor against whom an execution upon a judgment against the Company shall have issued.
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120. That the President Directors and Trustees for the time being of the Company and each and every of them and each and every of their heirs executors and administrators shall be charged and chargeable only for so much money as they and each and every of them shall respectively actually receive by virtue of their respective offices or trusts and that any one or more of them shall not be answerable or accountable for the receipt of the others or other of them' nor for the acts neglects or defaults of the others or other of them but each of them for Ins own act receipts neglects or defaults only for the insufficiency or deficiency of title to any estate or property which may from time to time be purchased by or by order of the Board of Directors for or on behalf of the Company nor for the insufficiency or deficiency of any security or securities in or upon which the monies of the Company shall or may be placed out or invested by or by the order of the Board of Directors nor for any other loss misfortune or damage which may happen in the execution of their respective offices or in relation thereto except the same shall happen by or through their own wilful neglects or defaults respectively.
121. That it shall be lawful for a general half yearly meeting of the Proprietors in pursuance of a recommendation from the Board of Directors to enter into a resolution to dissolve the Company but such resolution shall only be carried by the votes of Proprietors possessing not less than three-fourths of the actual paid up Capital of the Bank and shall be of no force or effect until confirmed by the votes of Proprietors holding not less than three-fourths of the paid up Capital of the Bank at the half yearly meeting next immediately following.
122. That until the affairs of the Company shall be finally wound up and all claims and demands upon the Company shall he fully paid and satisfied and a final division shall have been made of the residue of the monies of the Company the several provisions herein contained and all powers privileges rights and duties of the Board of Directors and of the Proprietors respectively shall not withstanding any resolution to dissolve the Company remain and continue in full force so far as the same may be necessary for winding up the concerns of the Company or for enabling the Board of Directors to dispose of the funds and property of the Company or to pay and satisfy all claims and demands upon the Company or to make such
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final division as aforesaid provided always that all such property and funds as shall not be disposed of within the period of three years from the date of the second general meeting of the Proprietors in the last preceding clause referred to shall be immediately thereafter sold by public auction without reserve to the highest bidder in such lots as the Board of Directors may approve.
126. That it shall not be lawful for any Proprietor or any number of Proprietors to dissolve the Company otherwise than is herein provided and notwithstanding the changes which will from time to time take place amongst the Proprietors by death or retirement or by the accession of new Proprietors and not with standing that any Proprietor for the time being may become bankrupt or may be convicted of felony or may commit any other act by which a common partnership would be dissolved the partnership hereby formed shall nevertheless subsist and the covenants herein contained shall at all times until such dissolution as aforesaid be in full force and effect as between the Proprietors for the time being.
127. That from and after the expiration of twelve calendar months next after the declaration of the final division of Capital as aforesaid and the publication thereof in the New Zealand Government Gazette or some public newspaper in Dunedin aforesaid no action at law or suit in equity shall be sustainable by any Proprietor against the Company or any other Proprietor thereof or against the Trustees Directors or other officers of the said Company for or in respect of the transactions and affairs of the Company or in anywise relating thereto but the accounts of the Company shall after the expiration of such period as aforesaid be finally and conclusively settled and shall not be reopened by any of the Proprietors on any ground or pretence whatsoever.
128. That it shall be lawful for the Board of Directors if the Auditors shall report that the assets of the Company are insufficient to meet its liabilities or when the affairs of the Company shall be directed to be wound up to take the benefit of any Bankruptcy law or any Act or law for the sequestration of the estate of the Company as insolvent or of any Act or law for facilitating the winding up of Joint Stock Companies as the case may require and to do and submit to all matters and things on behalf of the Company which may require to be done or submitted to for the above purposes.
129. That in the construction of these presents the expression "The Company" shall mean the Company hereby established and the word "Directors" shall mean the Directors for the time being of the Company and the expression "Board of Directors" shall mean Directors present at any meeting of Directors to be held pursuant
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to the provisions herein contained and the word "Proprietors" shall mean persons holding Shares in the Capital for the time being of the Company and the word "Shares" shall mean Shares in the Capital for the time being of the Company and words in the singular number shall be construed to include or apply to several persons or things as well as one person or thing and words in the plural number shall be construed to apply to one person or thing as well as to several persons or things and words importing males shall be construed to include or apply to females as well as males and the words "person" or "persons" shall be construed to include a body or bodies corporate as well as an individual or individuals unless in any of the above cases it be otherwise specially provided or there be something in the subject or context repugnant to such meaning or construction and whenever under any of the provisions herein contained a certain number of days or other period is required to elapse in order to ground or give effect to any act deed matter or thing whatsoever or any number of days or other period is fixed for any purpose whatsoever the first of such days or the first day of such period shall be reckoned exclusive and the last of such days or the last day of such period shall be reckoned inclusive in the computation of the days or period required and every act matter or thing hereby authorised or directed to be done at one time or at any time or without reference being made to time may with like requisites or formalities as are hereby required be also done at several times or from time to time as often as occasion may require or as may be deemed expedient and in every case where in these presents general expressions are used in connection with powers directions or things such general expressions shall not be limited or controlled to or by the particular powers directions or things with which the same are connected and that words or expressions denoting authority or permission shall be construed as words or expressions of authority or permission merely and shall not be construed as words or expressions denoting direction or compulsory trust. In Witness whereof the said parties to these presents have either personally or by their attorney or agents duly authorised in that behalf hereunto set their respective hands and seals.
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Deed of Settlement the Colonial Bank of New Zealand
This Deed made the fifteenth day of May in the year of our Lord One thousand eight hundred and seventy-four Between the Several Parties who by themselves or their Agents or Attornies duly authorised in this behalf have subscribed or shall subscribe their names to and have sealed and delivered or shall seal and deliver these presents. Whereas the several persons whose names are hereunto subscribed and whose seals are hereunto affixed have agreed to establish a Joint Stock Company for the purpose of carrying on the trade or business of Bankers or Banking under the name style and title of "The Colonial Bank of New Zealand" with such capital in such respective Shares and under and subject to such covenants rules regulations and provisions as are hereinafter expressed and contained. Now this Deed Witnesseth that in pursuance and performance of the said agreement and in consideration of the premises each of them the said several persons who now are or at any time hereafter shall be parties to these presents for himself and herself severally and respectively and for his and her several and respective heirs executors and administrators doth hereby covenant promise agree and declare with and to the others and each and every of the others of them their and each and every of their heirs executors and administrators in manner following that is to say :—
1. That the several persons parties to these presents hereinafter
designated "Proprietors" shall and will whilst holding Shares in the Capital of the Company be and continue a Joint Stock Company or partnership under the name style and title of "The Colonial Bank of New Zealand" from the day of the date of these presents until the said Company shall be dissolved under the provisions in such behalf hereinafter contained.
Association.
2. That each of the several persons parties hereto whilst he
shall be a holder of any Share or Shares in the Capital shall and will observe perform fulfil and keep all the covenants articles stipulations and provisions in these presents contained and all additions alterations variations and modifications which may hereafter be made in pursuance of the provisions hereinafter contained
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which are or ought to be observed performed fulfilled and kept by him in respect of or in relation to such Share or Shares and in relation to the said Company and its allairs according to the true intent and meaning of the same covenants articles stipulations and agreements respectively and the same shall be binding upon the heirs executors administrators and assigns of every such Proprietor.
Covenant to observe provisions of Deed of Settlement.
which are or ought to be observed performed fulfilled and kept by him in respect of or in relation to such Share or Shares and in relation to the said Company and its allairs according to the true intent and meaning of the same covenants articles stipulations and agreements respectively and the same shall be binding upon the heirs executors administrators and assigns of every such Proprietor.Management of affairs of Company reposed in Hoard of Directors and rights of individual partners renounced.
Directors to apply for act of General Assembly.
Objects of the Company.
otherwise the negotiation of loans for the Colonial Government of New Zealand and for any Provincial Government in New Zealand and for any Corporations Companies or persons in New Zealand the advancing and lending of money on real personal or mixed securities on cash credit or other accounts on policies bonds debentures bills of exchange promissory notes letters of credit or other obligations on rates or tolls of trustees or commissioners of public docks harbours roads bridges or other public works or of any other body of persons whether corporate or otherwise duly authorized to make levy or collect rates or tolls under the provisions of any Act of the General Assembly or of any Act or Ordinance of any Provincial or other local Legislature of New Zealand the discounting bills of exchange promissory notes or other obligations the issue of promissory notes payable to bearer on demand, the issue of circular notes and letters of credit for all or any parts of the world the advancing of money on the deposit of title deeds goods wares and merchandise bills of sale and bills of lading delivery orders warehousemen's or wharfinger's certificates and notes or other mercantile symbols tokens or indicia of property and upon gold bullion Government or public stocks mortgages funds and debentures stocks and shares of Hanks and Banking Companies of Insurance Companies of Railway Gold mining Coal mining Gas and Water Companies and generally of all other Joint Stock Companies Corporations Associations and other undertakings of whatever nature or description in New Zealand and upon annuities produce of every description materials of every kind whether raw or manufactured and on any other property funds and effects of whatever kind or description and generally the transacting of all such other business as it is or shall or may at any time hereafter be usual and lawful for establishments carrying on Banking in all its branches or dealing in money bullion specie exchanges or in notes bills or loans to door transact.6. The business of the Company shall be carried on at such
place in the City of Dunedin aforesaid as the Board of Directors shall from time to time determine and also if it shall be determined according to the provisions herein contained to establish Branch Banks or Agencies such Branch Banks or Agencies shall be carried on at or in such places as the Board of Directors may from time to time determine.
Places of business.
7. That the Capital of the Company shall consist of Two
million pounds hereinafter designated the Original Capital to be contributed in Four hundred thousand Shares of Five pounds each and of such further sum or sums of money as may hereafter be raised by the creation and sale of new Shares of the like amount as hereinafter provided: Provided always that the business of the Company may be commenced and carried on when three hundred thousand pounds of the said Capital shall be subscribed tor.
Capital of Company.
8. That of the said Four hundred thousand Shares one half
only shall be open for allotment and sale at the date of the execution of this Deed and the remaining Two hundred thousand Shares shall until the same shall respectively be assigned to the purchasers thereof be vested in the President of the Bank to be elected in
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manner hereinafter provided in trust nevertheless for the benefit be all the Proprietors and shall not be allotted or disposed of except upon the resolution of a general meeting of the Proprietors constituted as hereinafter mentioned and called for the purpose of considering the propriety of allotting and disposing of such remaining Shares and any such general meeting may be a resolution to be passed by the majority of votes of the Proprietors present at such meeting in person or by proxy direct the mode in which such remaining shares or any of them shall be allotted and disposed of and may determine the time for the payment of the amount thereof or any instalments of the amount thereof.
One half of shares only to be issued now remaining shares vested in President in trust for Proprietors.
manner hereinafter provided in trust nevertheless for the benefit be all the Proprietors and shall not be allotted or disposed of except upon the resolution of a general meeting of the Proprietors constituted as hereinafter mentioned and called for the purpose of considering the propriety of allotting and disposing of such remaining Shares and any such general meeting may be a resolution to be passed by the majority of votes of the Proprietors present at such meeting in person or by proxy direct the mode in which such remaining shares or any of them shall be allotted and disposed of and may determine the time for the payment of the amount thereof or any instalments of the amount thereof.Agreement to pay deposit and instalments on shares.
Calls on shares.
Interest on calls and provision for recovery of calls.
12. That the several Proprietors in the Company shall and
will duly pay all such calls as may be made in pursuance of the provision in that behalf herein contained for the purpose of meeting any losses of the Company or any emergency for which the said Board of Directors may deem it necessary to make such calls:
Provided that no Proprietor shall be responsible beyond the extent of twice the amount of his or her subscribed Shares only (that is to say) for the amount subscribed and for a further and additional amount equal thereto.
Agreement to pay calls to meet losses.
Limit to liability of Proprietors.
13. That in case default shall be made by any of the several
parties to these presents in the payment of any call that shall be made and become payable on his or her Share or Shares for the space of three calendar months next after the same shall have become payable it shall be lawful for the Board of Directors to declare the Share or Shares on which such default has been made and the deposit and calls previously paid thereon and all benefit and advantages whatever attending the same to be absolutely forfeited to the Company and the person or persons making such default shall thereupon in respect of such Share or Shares cease to be a member of the Company and such Share or Shares shall thereupon be the property of the Company and may be sold re-allotted or otherwise disposed of as the Board of Directors may think fit: Provided nevertheless that the Board of Directors may if they think
fit upon the application of the Proprietor or late Proprietor made within six months after such forfeiture shall have been declared but not afterwards discharge any Share or Shares from forfeiture and restore the same or any part thereof to such Proprietor on such terms as the Board of Directors may think fit: And provided further that it shall be lawful for the Board of Directors if they think fit instead of declaring such Share or Shares to be forfeited to enforce payment of the calls with interest as hereinbefore provided or to sell so many only of the Shares of any Proprietor so making default as may be necessary and sufficient to pay the amount payable upon the whole of such Proprietor's Shares and all expenses costs and charges.
Forfeiture of shares on default.
Forfeiture may be discharged.
14. That after the original Capital of Two million pounds shall
have been fully paid up but not sooner it shall be lawful from time to time for a general meeting of the Proprietors constituted as hereinafter mentioned and called for the purpose of considering the propriety of increasing the Capital of the Company by the creation and sale of new Shares by a resolution to be passed by the majority of votes of the Proprietors present at such meeting in person or by proxy to create such further and additional Shares of five pounds each as may be deemed advisable and to direct the mode in which such additional Shares shall be allotted and disposed of and to determine the time for the payment of the amount thereof provided always that the Proprietors actually present at such meeting in person or by proxy shall be possessed in the aggregate of not less than half of the actual paid up Capital of the Company and that such new Shares shall not be payable by instalments.
Provision for increasing capita of Company.
15. That all new Shares which may be created by any resolution
for the increase of the Capital of the Company as hereinbefore provided and all forfeited Shares shall until the same shall respectively
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be assigned to the purchasers there of be vested in the President of the Bank to be elected as hereinafter provided in trust nevertheless for the benefit of all the Proprietors.
New shares vested in President until assigned to purchasers.
be assigned to the purchasers there of be vested in the President of the Bank to be elected as hereinafter provided in trust nevertheless for the benefit of all the Proprietors.Assignment of new shares.
Sale and transfer of forfeited shares.
Rights and liabilities of Proprietors.
19. That as between the Proprietors of the several Shares and
their respective real and personal representatives the said Capital and all the funds and property of the Company and the
Share and Shares of each Proprietor shall be deemed personal estate and be transmissible as such and that there shall not be benefit of survivorship among the Proprietors in respect of the said Capital funds and property.
page 9Property of Company to be personalty.
No survivorship.
20. That subject to the restrictions herein contained every
separate Share in the said Capital but not any fractional part of a Share shall be transferable and assignable by the Proprietor of such Share or Shares to any other person or persons and so over again by him her or them as fully and effectually as any other interest is by law assignable so as such assignment and transfer be made in such manner and form as the Board of Directors shall from time to time settle and determine and the execution thereof be duly attested to the satisfaction of the Board of Directors.
Shares transferable.
21. That no Share or Shares shall be transferred after any call
shall have been made by the Board of Directors until the amount of such call in respect of such Share or Shares with the interest due thereon if any shall have been paid.
Share not transferable till calls paid.
22. That in all cases wherein a Proprietor 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 Proprietor and the dividends or interest accruing thereon before all other creditors of such Proprietor 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 Proprietor 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 Proprietor 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 Proprietor shall thereupon become forfeited to the Company and it shall be lawful for the Board of Directors without notice to such Proprietor 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 net proceeds of any such sale shall be paid over to the late Proprietor of such Shares.
Lien on shares for debts due by Proprietors to Company.
23. That no person shall be allowed to subscribe for or by
reason of purchase or otherwise to hold more than Four thousand Shares in the Capital of the Company and it any transfer of Shares shall be executed in favour of any Proprietor by means of which the Shares of such Proprietor would if the same were allowed to take effect exceed the above-prescribed number such transfer shall be wholly inoperative in respect of so many of the Shares comprised therein as would be in excess of such number: but ii any person shall by means of marriage or as executor or administrator of any deceased Proprietor acquire so many additional shares as with those previously held by him amount to more than Four thousand Shares such person may transfer the Share or Snares exceeding the number hereby allowed to be held as aforesaid and
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in case such transfer shall he made within six calendar months next after the right of such person as aforesaid shall have accrued then but not otherwise the transferee shall thereby become entitled to any dividend or bonus previously declared in respect of such Share or Shares and if no such transfer shall be made within such period of six months the dividends and bonuses (if any) due on such Shares so in excess shall be forfeited to the Company and in case such transfer shall not be made within twelve months after the accruing of the right thereto the same Shares together with all dividends and bonuses due thereon shall be absolutely forfeited to the Company.
Limit of number of shares which may be held by one Proprietor.
in case such transfer shall he made within six calendar months next after the right of such person as aforesaid shall have accrued then but not otherwise the transferee shall thereby become entitled to any dividend or bonus previously declared in respect of such Share or Shares and if no such transfer shall be made within such period of six months the dividends and bonuses (if any) due on such Shares so in excess shall be forfeited to the Company and in case such transfer shall not be made within twelve months after the accruing of the right thereto the same Shares together with all dividends and bonuses due thereon shall be absolutely forfeited to the Company.Proprietor to execute deed.
Execution of deed not to confer rights unless calls then due paid.
Proprietors rights suspended until calls paid
Transferree of shares to execute Deed of Settlement unless previously executed by him in respect of other shares.
duplicate thereof as aforesaid be held not to have occurred and the rights and liabilities of the Proprietor making default shall be deemed not to have been in anywise affected : Provided also that in the case of a transfer of Shares the transferror shall until such execution of this Deed by the transferree or until such forfeiture of his Shares transferred be deemed and taken to be the continuing Proprietor of the same except only as against the transferree and in respect of the receipt of dividends and disposal of the Shares.28. That when a Share or Shares shall be vested in two or
more persons jointly or in common or otherwise the one of such persons or of the survivors of them whose name shall stand first in the books of the Company as one of the owners of such Shares or the sole survivor of such two or more persons shall be considered and deemed the Proprietor of such Share or Shares for the purpose of voting and receiving dividends and of receiving any notice that may be required to be given but all the parties shall be liable jointly and severally to the Company for the fulfilment of all the covenants herein contained and any notice given to either of them shall be deemed good notice to all of them.
One only of two joint Proprietors to be recognised for certain purposes.
29. That on the completion of the transfer of any Share or
Shares and the execution of this Deed or a duplicate thereof by the person or persons to whom the same shall be transferred the previous holder of such Share or Shares shall as between the Proprietors be exonerated and released from all claims demands obligations and liabilities in respect of such Share or Shares and from all further observance and performance of any covenants conditions stipulations or agreements herein contained or which may be contained in any supplementary Deed bye law or regulation of the Company and the person or persons to whom such transfer shall be made shall have the same privileges and be subject to the same liabilities as the original Proprietor.
On completion of transfer previous holder released from liability.
30. That every deed or instrument of transfer and every other
deed or instrument in writing on which the right of any Proprietor may be founded or an attested copy of every such last mentioned deed or instrument shall be deposited and kept at the Office of the Company in Dunedin aforesaid and no such deed or instrument of transfer shall be valid or effectual until so deposited but every such Proprietor shall be entitled at all times by writing under his or her hand to require the same to be produced and shown forth to himself or herself or to such person or persons as he or she shall require on payment of all reasonable costs and charges attending the production and showing forth the same.
Transfers deposited [unclear: flse] of Cor in Dunedin
31. That the Company shall not be bound in any manner by
any trusts or equitable interests affecting any Share or Shares of the Capital standing in the name of any person or persons or to take any notice of any such trusts or equitable interests but the receipt of the Proprietor in whose name the Shares shall stand in the books of the Company shall notwithstanding any such trusts or equitable interests and notice thereof to the Company be a good and sufficient discharge for the money which may become payable by the Com-
page 12.gif)
pany in respect of the Share or Shares standing in the name of such Proprietor and the Company shall not he bound to see to the application of the money paid upon such receipt and the transfer of the Shares by such Proprietor shall when complete be binding and conclusive against all persons claiming by virtue of such trusts or equitable interests whether or not the Company have had notice of such trusts or equitable interests : Provided however that when the Company shall have had such notice it shall be in the discretion of the Board of Directors to refuse to sanction any such transfer and to require the concurrence of the person or persons so claiming and in case such sanction shall be refused then any deed or instrument whereby a transfer of such Shares shall be attempted shall be wholly inoperative and provided also that when the Company shall have had such notice it shall in like manner be in the discretion of the Board of Directors to refuse to pay any dividend or bonus to the legal Proprietor without the concurrence of the person or persons claiming in respect of such trusts or equitable interests.
Company not bound to recognise trusts.
pany in respect of the Share or Shares standing in the name of such Proprietor and the Company shall not he bound to see to the application of the money paid upon such receipt and the transfer of the Shares by such Proprietor shall when complete be binding and conclusive against all persons claiming by virtue of such trusts or equitable interests whether or not the Company have had notice of such trusts or equitable interests : Provided however that when the Company shall have had such notice it shall be in the discretion of the Board of Directors to refuse to sanction any such transfer and to require the concurrence of the person or persons so claiming and in case such sanction shall be refused then any deed or instrument whereby a transfer of such Shares shall be attempted shall be wholly inoperative and provided also that when the Company shall have had such notice it shall in like manner be in the discretion of the Board of Directors to refuse to pay any dividend or bonus to the legal Proprietor without the concurrence of the person or persons claiming in respect of such trusts or equitable interests.Executors or administrators only of deceased Proprietors to be recognised.
Provision reflecting shares of female Proprietor on her marrying and of deceased lunatic or bankrupt Proprietor.
administrator committee trustee or assignee respectively shall cease and determine and it shall be lawful for the Board of Directors to sell the said Share or Shares and to retain the proceeds together with the interest and dividends which shall have accrued previously to such sale until the person legally entitled thereto shall establish his claim to the satisfaction of the Board of Directors and such person shall not be entitled to claim interest on the amount so retained and also that if no person shall have become Proprietor in respect of the Share or Shares of such bankrupt Proprietor within the period of three months after the bankruptcy of such bankrupt Proprietor it shall be competent to the Board of Directors if they shall think fit to sell the said last mentioned Share; or Shares by public auction or private contract for the best price that can be reasonably got for the same and the net proceeds of such sale shall in such case be paid over by the Board of Directors to the said trustee or assignee for the benefit of the said bankrupt.34. That all persons claiming any Share or Shares by transmission
or claiming a right to procure another person to be a Proprietor according to the provisions of the last preceding clause shall before he shall be recognised as a Proprietor of such Share or Shares or before he shall be permitted to procure another person to become a Proprietor as the case may require and every guardian committee of a lunatic or other person claiming a right to act in a representative character on behalf of a Proprietor shall before he shall be permitted to become a Proprietor or receive any dividends or transfer any Share or Shares or exercise any of the rights and privileges conferred by this Deed authenticate such transmission or right by a declaration in writing setting forth the material facts which declaration shall be made and signed by some credible person before some Justice of the Peace or Notary Public and shall be subject to the consideration and approval of the Board of Directors.
Transmission of share otherwise than by transfer to be authenticated by a declaration.
35. That if such transmission be by virtue of the marriage
of a female Proprietor the said declaration shall contain a copy of the register of such marriage or other particulars of the celebration thereof and shall declare the identity of the wife with the holder of such Share or Shares and if such transmission have taken place by virtue of any testamentary instrument or by intestacy the probate of the will or the letters of administration or an official extract therefrom shall together with such declaration be produced to the Secretary of the Company and if such right be claimed in consequence of bankruptcy or of any appointment as a guardian or as a committee of a lunatic a certificate signed by the proper officer of the Supreme Court or other Court in which the necessary proceedings shall have been had or taken shall together with such declaration be produced and left with the Secretary and if such right be claimed by virtue of any power of attorney the power of attorney shall be so produced and left and upon such production and the due execution of these presents in either of the cases aforesaid the Share or Shares shall be transferred in the books of the Company to the name of the person or persons entitled to become a Proprietor in respect thereof.
page 14Proof of transmission by marriage will administration &c.
Certificates shares.
Constitution and Powers of Board of Directors.
Qualification for office of Director.
Removal of unqualified Director.
executed or suffered to be done or executed by such person before his actual removal from office shall be held to be valid binding and conclusive upon the Company and the Proprietors thereof any invalidity or preceding disqualification for his office notwithstanding.40. That until Directors shall have been elected as provided in
the clause next hereinafter contained The Honourable Mathew Holmes, Charles Nichols Esquire, William Alexander Tolmie Esquire, William James Mudie Larnach Esquire, Richard Oliver Inquire, John Macfarlane Ritchie Esquire, John Reid Esquire, Robert Glendining Esquire, Robert Wilson, Esquire, John Leach Butter worth Esquire, and James .Marshall Esquire, shall be the Provisional Directors. The said Provisional Directors or any live of their number shall have full power to receive applications for and to allot the several Shares in the Capital of the said Company and to take all proceedings that may be necessary for the formation of the Company and to receive such deposits as may be made on the allotment of Shares and out of such deposits to pay and satisfy all costs and charges connected with the drawing of the Deed of Settlement or in any other way connected with the formation of the Company and every act deed matter or thing made done executed and performed by the said Provisional Directors or any five of them in pursuance of such appointment or of the powers herein conferred and everything heretofore done by the said Provisional Directors or any five of them in or about the formation of the said Company the preparation of these presents or the application to the General Assembly for an Act to incorporate the Company shall be binding and conclusive on the Company and on every member thereof.
Appointment of Provisional Directors.
41. That a special general meeting of the Proprietors shall be
held on a day and at a place within the City of Dunedin aforesaid to be fixed by the Provisional Directors for the purpose of electing seven Directors and two Auditors duly qualified as herein required to be the first Directors and Auditors of the Company and thereupon such Directors and Auditors shall be elected in manner herein provided and shall upon testifying their respective acceptance of the office of Directors and Auditors be the first Directors and Auditors of the Company.
Election of first ordinary Directors and Auditors.
42. That at the half yearly general meeting to be held in the
month of January One thousand eight hundred and seventy six one of the said first Directors so to be elected under the last preceding clause shall go out of office by lot and shall not be eligible for re-election until the next ensuing election and in like manner at every succeeding general meeting to be held in the month of January in each year another of the original Directors shall retire by lot and shall not be eligible for re-election until the next ensuing election, and so on until the whole of the original Directors shall have so vacated office and thereafter at every succeeding general meeting to be held in the month of January the Director who shall have been longest in office shall retire by rotation and the
page 16.gif)
Director so retiring shall not until the next ensuing election thereafter be eligible for re-election.
Retirement of Directors.
Director so retiring shall not until the next ensuing election thereafter be eligible for re-election.Resignation of Directors and removal of Directors by Proprietors.
Provision for filling up casual vacancy in the Board of Directors.
Notice by candidates for office of Director.
Mode of election of Directors.
Provision in case of equality of votes.
48. That no irregularity informality or illegality in the election
of any Director or in the appointment of any officer of the Company shall be taken or construed to render illegal or invalid any act deed matter or thing done or executed or suffered to be done or executed by such Director or officer in pursuance of such election or appointment before notice in writing shall have been given by a Proprietor or Proprietors to the Board of Directors of the irregularity informality or illegality of such election or appointment but upon receipt of such notice the Board of Directors shall unless the Director or officer shall voluntarily resign or retire proceed to enquire into the objection to such election or appointment at a meeting in the case of a disputed election of a Director of not less than three Directors other than the one whose election is disputed specially convened for the purpose and if the Board of Directors shall be of opinion that such election or appointment is void they shall declare the office vacant accordingly and the same shall thereupon become vacant and a new election or appointment as the case may require shall be had or made.
Defects in election or appointment of Directors not to invalidate acts.
49. That every Proprietor who shall be elected a Director or
Auditor of the Company as herein provided shall as soon as conveniently may be testify his acceptance of the office of a Director or Auditor as the case may require by a declaration or memorandum in writing to that effect to be entered by him in a book to be kept at the Banking House in Dunedin aforesaid for that purpose and until such acceptance shall have been so testified the retiring Director or Auditor shall continue in office as such and shall possess and be subject to all his former powers duties or obligations provided that such continuance in office shall in no case extend beyond the next hall yearly general meeting and that if the new Director or Auditor so elected shall not within one month before such next meeting have so testified his acceptance his election shall be deemed to have lapsed and notice thereof shall be given by the Board of Directors and thereupon some other Proprietor shall be elected in his place and stead at such next half yearly or special general meeting.
Retiring Director or Auditor to continue in of face until new Director or Auditor declares his acceptance of Office.
50. That if any person holding the office of a Director shall
whilst unqualified or disqualified as hereinbefore provided do any act matter or thing in the capacity of a Director except at the instance or with the approbation of the Board of Directors after notice of his non-qualification or disqualification he shall forfeit and pay to the Company the sum of one hundred pounds or such less amount as the Board of Directors may upon his removal from office think fit to declare as for a breach of covenant with the other Proprietors of the Company and the Shares standing in the name of such person shall be liable for the payment of such penalty.
Penalty of unqualified tor acting
51. That the yearly sum of seven hundred pounds shall be paid
to the Directors out of the funds of the Company as a remuneration for their services and such remuneration shall be distributed amongst the Directors in such manner as the Board of Directors shall from time to time determine.
page 18Remuneration of Directors.
Directors to make regulations prescribing order of proceedings and times of meeting.
Resolutions &c. of Directors, may be rescinded.
Majority of Directors to decide questions.
Chairman to have a casting vote.
Director not to vote when himself or certain relations interested.
Provision as to discounts or advances not unanimously [unclear: agreed to.]
of Directors two of the Directors present shall after deliberation thereupon being a minority of the whole number of the Directors present think fit to protest against the proposed discount advance or cash credit such discount advance or cash credit shall be withheld notwithstanding that a majority of votes shall be given in favour thereof: Provided that such dissenting Directors shall enter their protest with the reason for the same upon the minutes of the Board of Directors.57. That the Board of Directors shall cause correct minutes of
their proceedings to be entered in a book to be kept for that purpose and called the minute book and such minute book shall be signed by the person presiding at each meeting or by such person as the said Board shall specially appoint and such minutes shall be full and conclusive evidence that the proceedings therein recorded took place at a meeting of a Board of Directors regularly called and that the person whose name is subscribed to such minutes did sign and was duly authorised by the Board of Directors to sign the same and such minutes shall be held to be sufficient authority for every act deed matter or thing that may be lawfully done in pursuance thereof : and any Director may cause to be entered in such minute book any objection or protest he may have urged or made at any meeting. The rough minutes made at any such meeting shall be read over at such meeting and also at the opening of the next meeting of Directors and shall be subject to correction if any error be detected therein and if at any time after the formal entry thereof in the minute book any such error be detected and pointed out by any Director and established to the satisfaction of a meeting of the Directors an entry thereof shall be made in the minute book and shall be referred to and read in connection with such original minute or entry.
Minutes of proceedings of Directors to be kept.
58. That it shall be lawful for the Board of Directors from
time to time to make such bye laws and regulations for their guidance in any matter not herein specially provided for as to them shall seem meet and also from time to time to repeal alter and vary such bye laws and regulations and to make others in their stead : Provided always that such bye laws and regulations shall not be repugnant to these presents or to any laws rules or regulations made and passed at any general meeting of Proprietors and the same shall only be in force until the next ensuing half yearly general meeting unless then approved of and confirmed by such meeting.
Directors may make bye laws.
59. That the Board of Directors shall subject to the powers
herein conferred on general meetings of the Proprietors and to the specific directions and restrictions hereby given or imposed to and upon them have the entire management of the business of the Company and of the application investment and disposal of its funds and shall and may in all matters not specially provided for by these presents act as to them shall appear best calculated to promote the interests of the Company and it is hereby expressly declared that the powers specially herein conferred shall not be deemed to abridge in matters not distinctly provided for the general powers above granted.
page 20General powers of Directors.
Establishment of branches.
Directors to regulate form and signature of bank notes.
Power to purchase or lease Land for Offices &c.
Power to Directors to take lands &c. in satisfaction of debts due to the Company.
Company: Provided however that the Board of Directors shall as soon as conveniently may be having reference to the risk and cost of keeping any such property and to the prospect of realizing in the then state of the market the amount of the debt for which the same was taken or so much thereof as they may reasonably expect to realize thereout cause the same to be sold and disposed of for the benefit of the Company and to be conveyed or assigned to the purchaser thereof.64. That it shall be competent to the Board of Directors to
take lands houses merchandise ships and any other real or personal estate in security for the payment of any debts which shall have previously become due or of any liability to come due to the Company which shall have been incurred in the regular and legitimate course of Banking business but which shall appear to the Board of Directors not to be sufficiently secured : Provided nevertheless that the Board of Directors shall realize upon any such securities as soon as conveniently may be having reference as in the last preceding clause and shall cause the same to be sold or disposed of for the benefit of the Company and to be conveyed or assigned to the purchaser thereof or else to foreclose such security and thereafter to sell convey or assign as herein provided.
Power to take lands &c. in security of debts previously incurred.
65. That it shall be competent to the Board of Directors to
advance the monies of the Company upon mortgages of lands houses runs or stations sheep cattle horses goods merchandise ships or any other real or personal property within the Colony of New Zealand or upon transfers of any mortgages or other securities affecting any such property upon liens on wool upon agricultural or produce liens upon cash credit or other accounts upon policies annuities bonds debentures bills of exchange promissory notes letters of credit or other obligations upon rates or tolls of trustees or commissioners of any public docks harbours roads bridges or other public works or of any public body whether corporate or otherwise duly authorised to make levy or collect rates or tolls under the provisions of any Act of the General Assembly or of any Act or Ordinance of any Provincial or other local Legislature of New Zealand upon the hypothecation of bills of lading for the payment of any bill or bills of exchange drawn against any shipment of gold wool tallow oil timber or any description of Colonial produce or merchandise shipped for exportation either to any port or place beyond the sea or from one port of the Colony to another upon the security of bills of lading delivery orders warehousemens or wharfingers certificates and notes or other mercantile symbols tokens or indicia of property and upon the security of stocks and shares of banks and banking companies insurance companies railway gold mining coal mining gas and water companies and of all joint stock companies corporations associations and other undertakings of whatever nature or description in New Zealand and it shall also be competent to the Board of Directors to transfer or assign any such mortgage or other security taken by or on behalf of the Company.
page 22Power to Directors to advance monies on security of lands stations &e. &c.
Power to Directors to purchase business of any other Bank.
Books of Account to be kept.
Directors may raise money by negotiating securities of the Bank.
Directors may delegate particular business to one or more of their number.
Election of President.
Appointment of Officers &c. and regulation of duties.
Officers to give security.
security as the Board of Director shall from time to time fix and determine for the due application of and accounting for all monies bills and other securities received by him on behalf of the Company and for his good and faithful conduct in his office or situation and all Shares in the Capital of the Company held by any such General Manager Manager Secretary Accountant Cashier Teller Officer Clerk or Servant may be retained by the Board of Directors as a security for his good and faithful conduct in such office or situation.73. That when Branch Banks shall be established the Board of
Directors shall appoint fit and proper persons to be Managers of such Branches and shall also associate with such Managers respectively if they shall think fit such and so many Local Directors being Proprietors as they shall think expedient for the conduct and management of the business of the Company at such Branch Banks respectively such Local Directors to be elected according to regulations to be made by the Board of Directors in that behalf and shall depute to such Manager and Local Directors or to such Manager alone such powers as they may think safe and expedient and shall make and impose such regulations restrictions and checks in respect to the nature and extent of the dealings of such Branch Banks and the principles and mode of transacting the business thereof as may be necessary or expedient and such Manager and Local Directors respectively shall accordingly have and exercise such powers as may be so deputed to them and shall be subject to such regulations restrictions and checks as may be so made and imposed and shall be subject also to the general control and direction of the Board of Directors and also to all the provisions herein contained as to the Directors at Dunedin aforesaid or which may hereafter be established by any rule or regulation of any general meeting.
Appointment and powers of Branch Managers and Directors.
74. That every Manager of a Branch Bank shall before he
shall enter on the duties of his office give such security for the diligent and faithful discharge of the duties of his office as the Board of Directors shall require.
Branch Managers to give security.
75. That the Board of Directors shall from time to time fix
alter and determine the amount of remuneration to be paid to every such Branch Manager and Local Director and shall pay and discharge the same out of the funds and profits of the Company.
Remuneration of Branch Managers and Local Directors.
76. That the Board of Directors shall have full power at any
time to suspend and remove from office any Manager of any such Branch Bank or any Local Director whenever it shall appear to them conducive to the interests of the Company so to do and either to appoint some other Manager or Director in his place or leave the office vacant as they shall in their discretion think expedient.
Removal of Branch Managers or Local Directors.
77. That half yearly general meetings of the Proprietors shall
be held at the Banking House of the Company in Dunedin aforesaid or at some other convenient place in Dunedin aforesaid to be notified in the advertisement of such meeting on the last Wednesday in the respective months of January and July in each year
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unless the Board of Directors shall sec fit to appoint any other day in the said months for holding any such meeting and it shall be the duty of the Secretary of the Company or other officer authorised by the Board of Directors in that behalf to cause an advertisement of the time and place of holding such meetings to be inserted in one or more of the principal newspapers published in Dunedin aforesaid for the space of twenty-one days at least before the appointed time.
Half yearly general meeting of Proprietors.
unless the Board of Directors shall sec fit to appoint any other day in the said months for holding any such meeting and it shall be the duty of the Secretary of the Company or other officer authorised by the Board of Directors in that behalf to cause an advertisement of the time and place of holding such meetings to be inserted in one or more of the principal newspapers published in Dunedin aforesaid for the space of twenty-one days at least before the appointed time.Business of hull yearly general meetings.
Special general meetings
Notice of meetings.
Proprietors either by advertisement in one or more of the Dunedin newspapers or by circular letters addressed to the several Proprietors as hereinafter provided and that in such notice there shall be distinctly expressed the objects for which the meeting is convened and the business of such special general meeting shall be to consider and dispose of all such matters and things relating to the business of the Company as may then be brought forward in accordance with the notice given as aforesaid and no other.81. That in case of emergency and urgency in which it shall
appear to the Board of Directors essential or of much importance to the interests of the Company that certain matters should be brought under the consideration of a meeting of Proprietors with greater promptitude than the notice hereinbefore required could admit of it shall be competent to the Board of Directors to convene a special general meeting by advertisement or circular letters to be holden within not less than seven days of the publication of such advertisement or the posting of such notices and such meeting shall possess all the same powers as a special general meeting held in the ordinary course herein prescribed.
Emergency meetings.
82. That when and so often as it shall appear to the Board of
Directors or to the Proprietors who shall call any special general meeting upon default of the Directors to comply with a requisition for that purpose to be desirable to give notice of any meeting of Proprietors or of any adjournment thereof or of the object of any such meeting or to give any other notice required by these presents or which may be required by any future rule or regulations by circular letters instead of public advertisement thereof it shall be competent for the Board of Directors or for such other Proprietors to address such circular letters and send the same by post to the several Proprietors at their respective residences or at the last place of residence which shall have been notified to the Secretary of the Company or to address such notice if the Board of Directors or the Secretary shall so think fit to any executor or administrator of a deceased Proprietor or the committee of a lunatic Proprietor or the guardian of an infant Proprietor or next of kin to an intestate Proprietor or the trustee or assignee of a bankrupt Proprietor or to the agent of any Proprietor absent from the Colony in case such executor administrator committee guardian trustee or assignee and agent respectively shall have certified their respective titles or representative positions to the Secretary of the Company and have communicated their names and addresses and in case any Proprietor whatsoever shall not have communicated his address to the Secretary and in respect of Shares which by death or operation of law shall have ceased to be vested in the Proprietor in whose name the Shares shall stand in the books of the Company and shall not have become vested in any new Proprietor according to the provisions herein contained it shall be unnecessary for any such letter to be written 01 addressed to any person whomsoever but the Proprietor or party entitled shall nevertheless be bound by all the acts of any such meeting of Proprietors in the same manner as if he had received notice thereof.
page 26Notices by circular letters.
Proof of such notice.
84. That it shall be lawful for a general meeting of Proprietors by a majority of votes to make new laws regulations and provisions for the Company and to amend alter and repeal all or any of the existing laws regulations and provisions of the Company provided such new amended or altered laws regulations and provisions do not extend to amend alter or repeal all or any part of the laws regulations
Power to general meeting to make new regulations.
Defective votes not to invalidate proceedings.
Numbers of votes and mode of voting at special meetings.
Vote by proxy.
87. That every Proxy shall be in writing under the hand of the
Proprietor of the Share or Shares in respect of which such Proxy shall be given or in the case of a Proprietor absent from the Colony under the hand of his agent duly authorised by power of attorney to receive dividends or to make sale of his Share or Shares and such Proxies respectively shall be delivered to the Secretary of the Company together with the power of attorney in the case of a Proxy by agent at least twenty-four hours before the time appointed for holding the meeting at which the same is to be acted upon to be by such Secretary deposited and kept at the principal office of the Company in Dunedin aforesaid and unless such Proxy (together with the power of attorney in the case of a Proxy by agent) shall be so delivered as aforesaid the person named therein shall not be allowed to vote in respect thereof. No Proxy shall be valid after the expiration of six months from the date of its execution.
Proxy to he deposited twenty Four hours at least before time appointed for meeting.
88. That every Proprietor who shall have appointed such Proxy
as aforesaid shall for all the purposes of the general meeting and of every adjourned general meeting and ballot to which such Proxy shall be applicable but not for the purpose of composing the number of Proprietors whose personal presence is requisite to prevent adjournments be considered as present by such Proxy and all the votes and acts of the Proxy in that capacity shall be as valid and effectual subject to the qualifications and provisions herein contained as the votes and acts of the Proprietor appointing him would have been if such Proprietor had been present and had voted at any such general meeting or ballot.
Effect of proxy.
89. That no Proprietor who shall be a paid officer of the
Company other than the Directors Auditors and Solicitors shall be qualified to vote at any general meeting of Proprietors either as a Proprietor or as the Proxy of another Proprietor.
No Proprietors being paid Officers other than Directors &c. to vote at meetings.
Chairman of meetings.
Casting vote.
91. That if two or more Proprietors present at any general
meeting shall object to the vote of any other Proprietor and shall prove to the satisfaction of the majority in value of Proprietors then present that the person whose vote has been objected to has an
page 28.gif)
interest in the question on which the vote is to be taken beyond that which he may have therein in common with the other Proprietors then and in every such ease the Proprietor whose vote has been objected to shall not be allowed to vote on the question and shall be incapacitated from voting on such question as the Proxy of any absent Proprietor.
Proprietors specially interested in any question not to vote either personally or proxy.
interest in the question on which the vote is to be taken beyond that which he may have therein in common with the other Proprietors then and in every such ease the Proprietor whose vote has been objected to shall not be allowed to vote on the question and shall be incapacitated from voting on such question as the Proxy of any absent Proprietor.Adjournment of meeting for insufficient attendance.
Notification of such adjournment.
Director and Auditors reports to be printed and circulated.
Minutes of [unclear: protxttling:] of meetings.
ing which may in the meantime have been done or have taken place under or in consequence of the erroneous minute.96. That the Auditors to be elected at the special general
meeting to be held for the election of Directors and Auditors as hereinbefore provided shall hold office until after the half yearly general meeting to be held in the month of January One thousand eight hundred and seventy six.
Auditors elected at special general meeting when to retire.
97. That at the half yearly general meeting to be held in the
month of January One thousand eight hundred and seventy six and at every subsequent half yearly general meeting to be held in the month of January in each year two Proprietors shall be elected by the Proprietors to act as Auditors during the year then next ensuing and at the expiration of such term of office one of such Auditors to be determined by lot in the case of Auditors elected contemporaneously shall be ineligible for re-election as an Auditor for the two years then next ensuing and in other cases the Auditor who shall have been longest in office shall for the like period be ineligible for re-election.
Appointment of Auditors.
98. The Auditors for the time being shall be fully authorised
at all reasonable times to inspect the books of the Company and to examine the accounts and affairs of the Company generally and to call for the production to them at the head Banking House of the Company of all books vouchers writings and documents concerning the same and all coin securities and other assets of the Company and to call in the aid of the officers clerks and servants of the Company or any other person competent to give information as to the Company's affairs.
Powers of Auditors.
99. That the Auditors shall be selected from amongst the Proprietors
possessed of one hundred and fifty Shares at the least in the Capital of the Company and in all other respects the qualification for an Auditor shall he the same as that hereinbefore prescribed in respect of a Director of the Company and he shall be also subject to the same disqualifications and every Auditor who shall act as such whilst unqualified or disqualified shall receive no remuneration for his services and shall forfeit and pay to the Company the penalty of one hundred pounds to be appropriated to the use of the Company and applied to the augmentation of the reserve fund.
Qualification Auditors.
100. That in the event of the death resignation or disqualification
of any Auditor during his term of office it shall he lawful tor the Board of Directors to appoint any other duly qualified Proprietor to act as Auditor until the next ensuing special general or half yearly general meeting when the vacancy shall be tilled up by election.
Vacancy in office of Auditor.
101. That, a half yearly sum not exceeding fifty pounds shall
he paid in equal proportions to the Auditors as a remuneration for their services and shall be paid and discharged out of the hinds and property of the Company.
Remuneration of Auditors.
102. That the affairs and transactions of the Company shall be
brought to a just and true balance by the Board of Directors on the thirtieth day of June and the thirty-first day of December in
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each and every year and the Auditors shall immediately thereafter count die cash balance and a balance sheet shall he prepared containing a true statement of the affairs and transactions of the Company and the net profits of the Bank during the half year immediately preceding and shall as soon as possible thereafter together with ail bills securities vouchers accounts and documents necessary for verifying the same be submitted by the Board of Directors to the Auditors and such Auditors shall examine the books of the Company and sign such balance sheet in testimony of their having examined and verified the several entries contained therein and the balance sheet so signed shall be submitted to the half yearly general meeting of the Proprietors.
Half yearly audit and balance sheet.
each and every year and the Auditors shall immediately thereafter count die cash balance and a balance sheet shall he prepared containing a true statement of the affairs and transactions of the Company and the net profits of the Bank during the half year immediately preceding and shall as soon as possible thereafter together with ail bills securities vouchers accounts and documents necessary for verifying the same be submitted by the Board of Directors to the Auditors and such Auditors shall examine the books of the Company and sign such balance sheet in testimony of their having examined and verified the several entries contained therein and the balance sheet so signed shall be submitted to the half yearly general meeting of the Proprietors.Bad and doubtful debts to be deducted from profits half yearly.
Further audit may required.
Directors' half yearly report.
Reserve Fund.
to be fixed by such general meeting: Provided always that the reserve fund shall not thereby be reduced below an amount equal to ten percent, upon the paid up Capital of the Company: And provided further that after the declaration of such bonus no further bonus shall be declared until such time as the reserve fund shall again amount to more than twenty per cent, upon the actual paid up Capital of the Company.107. That whenever the reserve fund shall amount to three-tenths
of the actual paid-up Capital of the Bank no further addition shall he made to the said fund nor shall any distribution of any part thereof be made among the Proprietors by way of dividend or bonus if at any time the said reserve fund be reduced below the said amount there shall be appropriated an amount equal if required to ten per cent, on the net profits for the increase of the said reserve fund until it again amounts to three-tenths of the paid-up Capital.
Payments to Reserve Fund when to cease.
108. That all premiums on the sale of new Shares and the
proceeds of all forfeited Shares except as herein otherwise provided and all dividends remaining unclaimed for the period of seven years after the same shall be declared and also all damages which may he recovered from time to time under the covenants articles stipulations and agreements herein contained or under any laws or regulations which may he hereafter established shall until the reserve fund shall amount to three-tenths of the actual paid-up Capital of the Bank he applied in augmentation of the reserve fund and after the reserve fund shall have accumulated to an amount equal to such three-tenths all future monies to be derived from any of the sources or means aforesaid shall be carried to the credit of profit and loss.
Application of premiums on new shares proceeds of forfeited shares &c.
109. That after such appropriation for the formation of a
reserve fund the balance of net profit until the reserve fund shall amount to a sum equal to three-tenths of the actual paid-up Capital of the Bank and after such reserve fund shall have accumulated to that sum the entire net profit shall be available for the payment of a dividend at such rate as the Board of Directors shall declare at the half yearly general meeting and such dividend shall become payable to the Proprietors accordingly at a time to be then fixed by the Board of Directors and the balance of net profit remaining (it any) after providing for the payment of such dividend shall be carried forward to the profit and loss account of the ensuing half year for the purpose of equalizing future dividends
Dividends.
110. That no dividend shall be paid in respect of any Share
upon which any instalment or instalments shall be in arrear until such instalment or instalments shall have been duly paid and satisfied or in respect of the Share or Shares of any person or person who shall not have executed these presents : But it shall be lawful for the Board of Directors unless they shall declare a forfeiture of such Share or Shares to retain such dividends on account of such instalments until the same shall have been paid and the Proprietor entitled thereto shall not be entitled to claim interest on the amount
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of such dividends during the time they have been so retained by the Company and upon a forfeiture of such Shares being declared such dividends shall be appropriated to the use of the Company and applied in such maimer as the Directors may determine.
Dividends upon shares on which calls are in arrear.
of such dividends during the time they have been so retained by the Company and upon a forfeiture of such Shares being declared such dividends shall be appropriated to the use of the Company and applied in such maimer as the Directors may determine.Directors Auditors and Officers of Bank to observe secrecy.
Proprietors to pay their individual debts to the Company.
Power to bring and defend actions and suits.
To compromise and abandon.
To refer to arbitration.
To compound.
the payment of his debts and also to take proceedings To sequestrate estate of debtor.
To prosecute criminally.
114. That in any and every action or suit at law or in equity
wherein a Proprietor or Proprietors shall be plaintiffs or any trustees or other persons acting an behalf of the Company shall be defendants and vice versa it shall not be competent for either of the parties in or to such action or suit to set up the partnership created by this Deed or by or in respect of this association as a bar to such action or suit being sustainable and such parties respectively shall upon the trial or hearing of any such action or suit and in all or any proceedings which shall be had in or in relation to any such action or suit be obliged to waive and fore go the objection to any such action being tried at law or to any such suit being instituted or prosecuted in equity by reason of the plaintiffs and defendants being partners in the Company and no objection shall at any time be taken on the ground that all the Proprietors are not made parties to any such action or suit and upon any trial of any such action or any hearing in any such suit it shall be imperative on the Board of
Directors to produce or cause to be produced these presents ora duplicate thereof and also the powers of attorney if any under which these presents or a duplicate thereof shall have been executed by any of the parties thereto or such of the same instruments respectively as shall be in the custody or power of the Board of Directors and the same respectively shall be read and used on or in any such trial hearing action or suit without any proof of the due execution of the same respectively and the matters and things in this present clause stated shall and may be used in evidence on or in the same trial hearing action or suit and shall have the same force
and effect as and by way of admission from the parties respectively as if the same matters and things had been reduced to writing previously to such trial or hearing as admissions in the cause in the usual form and had been signed by such parties or their respective attorneys irrevocably and either of the parties shall it required by the other of them consent to the Court or any judge of the Court in which such action shall be brought or suit commenced making an order wherein shall be embodied the matters and things last afore said as admissions from the party against whom such order shall be sought to be read and used in evidence or on any such trial hearing action or suit by the party obtaining such order and if any Proprietor shall act in contravention of this article and shall thereby
succeed in defeating the claim of the Company against him his Shares in the Capital of the Company shall (upon such forfeiture
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being declared by the Board of Directors which they are hereby authorised to do as to all or any of such Shares as they may think fit) be absolutely forfeited to the Company.
Partnership not to be set up as a bar to any action or suit.
Directors to produce this Deed on trial.
Treated as admissions by party.
Shares of Proprietor acting in contravention of this article forfeited.
being declared by the Board of Directors which they are hereby authorised to do as to all or any of such Shares as they may think fit) be absolutely forfeited to the Company.Scrviee of process &c. on Company.
Printed copies of the Deed verified by signature of Secretary to be evidence.
Reimbursement of individual proprietors in case of executions levied against them.
Remedy to Proprietors if not reimbursed out of property of Company.
his executors or administrators and upon neglect or refusal to pay such contribution it shall be lawful for such Proprietor his executors or administrators to sue for and recover the same against the Proprietor or the executors and administrators of any Proprietor who shall so neglect or refuse as aforesaid as a debt or demand recoverable at law and distinct from the accounts of the partnership: And if such Proprietor against whom such execution shall have issued his executors or administrators shall by reason of the bankruptcy of any Proprietor or from any other cause but without any neglect or wilful default on his own part he prevented from recovering any portion of the monies interests costs damages and expenses which he shall have so paid as aforesaid it shall he lawful for him or them again to divide such proportion as shall not have been received by him or them into as many equal parts as there shall then be Shares in the Capital of the Company not including the Shares under forfeiture except the Shares in respect of which such default shall have happened and every Proprietor for the time being of the Company except as aforesaid shall rateably according to the number of his Shares upon demand pay one or more of such last mentioned parts to the Proprietor against whom such execution shall have issued his executors or administrators and in default of payment he or they shall have the same remedies for the recovery thereof as are hereinbefore given in respect of the original contributions and if any proportion of such money interest costs damages and expenses shall still remain unpaid by reason of any such bankruptcy or other cause as aforesaid such Proprietor his executors or administrators shall have in like manner from time to time and by way of accumulative remedy the same powers according to the circumstances of the case of again dividing and enforcing payment of such proportion until he or they shall in the end if a former Proprietor be fully reimbursed the whole of the said monies interests costs damages and expenses and if then a Proprietor the whole excepting the portion appropriated to the Shares held by himself: Provided however that no such contribution shall be demandable to an extent greater than a sum equalling the original amount of the Shares in respect of which the same shall in any case be demanded and that whenever any individual Proprietor shall have paid by calls to meet losses or by contribution a sum equalling the original amount of such Shares he shall no longer be liable to pay any further amount either by reason of any call or as contribution at the instance of any other Proprietor against whom an execution upon a judgment against the Company shall have issued.119. That the President Directors Trustees and other Officers
of the Company and each and every of them their and each and every of their heirs executors and administrators shall be indemnified and saved harmless out of the funds or property of the Company from and against all costs charges losses damages and expenses which they or any or either of them or their or any or either of their heirs executors or administrators shall or may incur sustain expend or be put unto for or on account of the Company in consequence of any act deed matter or thing which they or any or either of them may
page 36Indemnity to Officers.
do or cause to be done in carrying into effect the objects and purposes of the Company or in or about any indictment information presentment action suit process proceeding or arbitration to be brought commenced carried on prosecuted defended or entered into for or on account thereof or for or by the order or direction of the Board of Directors or in anywise relating thereto respectively or otherwise in or about the execution of their respective offices or trusts except such costs charges losses damages and expenses as shall happen by or through the wilful neglect or default of such President Directors Trustees and other officers respectively.
Officers chargeable only in respect of their own acts and not responsible except for [unclear: witnl] default or neglect.
Provision for dissolution Company.
Powers of Director continue until affairs wound up.
final division as aforesaid provided always that all such property and funds as shall not be disposed of within the period of three years from the date of the second general meeting of the Proprietors in the last preceding clause referred to shall be immediately thereafter sold by public auction without reserve to the highest bidder in such lots as the Board of Directors may approve.123. That if at any time hereafter it shall appear to the Board
of Directors that losses have been sustained equal in amount to one-half of the then subscribed Capital of the Company it shall be incumbent on the Board of Directors to submit a statement of such losses as soon as possible to a special general meeting of the Proprietors and it shall thereupon be referred to the Auditors for the time being and such other special Auditors as such general meeting may appoint to assess the said losses and to examine the whole state of the Company's affairs and to report thereon to a subsequent general meeting to he convened for the purpose of receiving and considering such report and if at such subsequent meeting the said Auditors shall confirm the estimate of loss previously submitted by the Board of Directors the business of the Company shall from and after the date of such subsequent general meeting be confined to the winding up of its affairs and converting into money all its funds and property and distributing the same : Provided nevertheless that it shall be lawful for such meeting to enter into a resolution to continue the business of the Company to write off the losses from the capital of the Company and thereupon such business shall continue until the next half yearly meeting of Proprietors and any adjournment thereof which shall have power to confirm such resolution by the votes of Proprietors possessing not less than three-fourths of the actual paid-up Capital.
Dissolution in case of losses.
124 That notwithstanding anything hereinbefore contained
if at any time it shall be certified by the Auditors that the assets of the Company are not sufficient to meet its liabilities or that an emergency has arisen which makes a call or calls expedient it shall be lawful for the Board of Directors to make a call or calls upon the Proprietors in proportion to the number of their respective Shares for a sufficient amount to make up such deficiency or to meet such emergency as the case may require and such call or calls shall be payable at such time or times as the Board of Directors shall appoint and shall be recoverable against the several parties hereto by action of debt or otherwise in like manner as calls are recoverable for the purpose of raising the amount of the several Shares in the subscribed Capital of the Company and shall afterwards be wholly or partially returned to the Proprietors making payment thereof if the same or part thereof are found to be no longer necessary to be retained : Provided always that no call shall be made beyond an additional sum equal to the amount of the subscribed Capital of the Company.
Provision for calls to make up deficiencies in assets or to meet emergencies.
125. That if it shall appear at any one of the half yearly
general meetings hereinbefore required to be held that there is no
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immediate or prospective employment for the full amount of the Capital actually paid up and if a diminution of the Capital shall have been recommended in the report made by the Board of Directors to the Proprietors at such meeting it shall be lawful for such general meeting to enter into a resolution to diminish the Capital of the Company in such manner and to such amount as shall be specified in such resolution and in pursuance of such resolution the Board of Directors shall cause the same to be paid back to the
several Proprietors but the amount so paid back may again be called for by the Board of Directors in the same manner as if the amount had never been brought into the Capital stock.
Reduction return of surplus capital.
immediate or prospective employment for the full amount of the Capital actually paid up and if a diminution of the Capital shall have been recommended in the report made by the Board of Directors to the Proprietors at such meeting it shall be lawful for such general meeting to enter into a resolution to diminish the Capital of the Company in such manner and to such amount as shall be specified in such resolution and in pursuance of such resolution the Board of Directors shall cause the same to be paid back to the Power to recall.
Partnership not to be dissolved otherwise than as herein provided.
Affairs of Company to be entirely closed in twelve months from final division upon dissolution.
Power to take the benefit of any bankrupt Law or any Law applicable to Joint Stock Companies.
Interpretation.
to the provisions herein contained and the word "Proprietors" shall mean persons holding Shares in the Capital for the time being of the Company and the word "Shares" shall mean Shares in the Capital for the time being of the Company and words in the singular number shall be construed to include or apply to several persons or things as well as one person or thing and words in the plural number shall be construed to apply to one person or thing as well as to several persons or things and words importing males shall be construed to include or apply to females as well as males and the words "person" or "persons" shall be construed to include a body or bodies corporate as well as an individual or individuals unless in any of the above cases it be otherwise specially provided or there be something in the subject or context repugnant to such meaning or construction and whenever under any of the provisions herein contained a certain number of days or other period is required to elapse in order to ground or give effect to any act deed matter or thing whatsoever or any number of days or other period is fixed for any purpose whatsoever the first of such days or the first day of such period shall be reckoned exclusive and the last of such days or the last day of such period shall be reckoned inclusive in the computation of the days or period required and every act matter or thing hereby authorised or directed to be done at one time or at any time or without reference being made to time may with like requisites or formalities as are hereby required be also done at several times or from time to time as often as occasion may require or as may be deemed expedient and in every case where in these presents general expressions are used in connection with powers directions or things such general expressions shall not be limited or controlled to or by the particular powers directions or things with which the same are connected and that words or expressions denoting authority or permission shall be construed as words or expressions of authority or permission merely and shall not be construed as words or expressions denoting direction or compulsory trust. In Witness whereof the said parties to these presents have either personally or by their attorney or agents duly authorised in that behalf hereunto set their respective hands and seals.