Memorandum of Association of the Port Nicholson Mining Investment Company (Limited.)
1st. The name of the Company is the Port Nicholson Mining Investment Company (Limited).
2nd. The registered office of the Company is to be established in the City of Wellington in the Province of Wellington.
3rd. The objects for which the Company is established are to acquire by purchase or otherwise and to work and to sell mines land and claims and shares and interests in mines lands and claims and shares and interests in other Companies formed and to be formed for the purpose of mining for gold silver precious stones and other minerals and for extracting the same from earth and ores mined by such Companies and by other persons or Companies to purchase and sell and to erect and use mining plant and machinery and crushing and amalgamating machinery and generally to do all such things as are directly or indirectly incidental to the business of miners and dealers in mines or mining stock shares or plant or are calculated to conduce to the attainment of the above objects or any of them.
4th. The liability of the shareholders is limited.
5th. The capital of the Company is twenty thousand pounds divided into two thousand shares of ten pounds each.
We the several persons whose names are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
Articles of Association of the Port Aicholson Mining Investment Company (Limited.)
It is agreed as follows :—
1st. Not more than one thousand shares shall be issued without the consent of a General Meeting.
2nd. The regulations of the table marked B. annexed to the Joint Stock Companies Act 1860 hereinafter called table B. as to shares numbered 2 3 4 and 5 shall not apply.
3rd. One pound per share shall be paid up on the first Monday in August 1869 and ten shillings per share shall be paid on the first Monday in each succeeding calendar month until the whole amount of the shares is paid up Such monthly payments are hereinafter described as calls.
4th. The calls shall be paid as they become due at the office of the Company And the Secretary or Treasurer and one Director shall attend at the registered office of the Company for two hours from half-past four pm. to half-past six pm. or such other hours on these days as the Directors shall from time to time appoint on every day on which calls become due to receive the calls or any shareholder may pay any call on or before the day on which it is due to the account of the Company with the Bank of New Zealand at Wellington and on sending notice to the Secretary at the registered office of the Company that such call has been paid to the Bank and on the Secretary being satisfied by the Bank pass-book that the amount has been paid in the shareholder so paying shall receive credit for the amount so paid in.
5th. If any shareholder fails to pay the amount of any call payable by him on or before the day appointed for the payment thereof then such shareholder shall pay to the Company in addition to such call the sum of two shillings per share as and by way of fine and if he does not pay the call due together with the fine when the next call becomes due he shall pay a further two shillings per share and so on two shillings per share per month on each call due and unpaid until the amount due in respect of fines for non-payment of calls shall amount to six shillings per share Such sums of two shillings per share though described as fines shall be recoverable by the Company as liquidated damages and that whether the share may have been forfeited or not.
6th. The Company will receive from any shareholder willing to advance the same all or any number of the calls that may be at the page 4 time unpaid upon all or any of the shares he may hold though such calls be not due and in the event of any dividend being declared it shall be calculated in proportion to the amount paid up on each share and the holder of each share shall participate accordingly But this article is subject to the provisions hereinafter contained as to payment of dividends on calls paid up within a certain time before the declaration of a dividend.
7th. If any number of calls less than the whole is paid in advance upon any share the holder of that share shall not be required or liable to pay up any further call until by course of time the number of calls so anticipated is overtaken he shall then pay the ten shillings per share per month as before until the whole amount of the share is paid up nevertheless if any shareholder has advanced any number of calls less than the whole he shall be allowed to advance the remainder at any time before it becomes due.
8th. The regulations of table B. as to forfeiture of shares numbered 15 16 17 and 18 shall not apply.
9th. If any shareholder fails to pay any call for the space of three months as provided in the fifth article the Secretary or Treasurer shall send by post or otherwise a notice to such shareholder that if all the calls and fines then due be not paid when the then next call becomes due together with the then next call the shares in respect of which such notice has been given will be forfeited and if such calls and fines are not paid in accordance with such notice, the shares shall be thereby forfeited provided however that in case of the death of a shareholder it shall be lawful for the Directors within three calendar months of the death of such shareholder to pass a resolution giving such further or other time for the payment of calls as they may think reasonable and till the expiration of that further or other time the shares of any shareholder so dying shall not be forfeited.
10th. Any shares so forfeited shall be deemed to be the property of the Company and shall be sold at the next General Meeting of the Company to the highest bidder being a shareholder either by tender or auction and if there is no bidder the same may be sold and disposed of in such manner as the Directors think fit.
11th. All General Meetings whether ordinary or extraordinary shall be held in the City of Wellington.
12th. The regulations of table B as to votes of shareholders numbered 38 and 41 shall not apply.
13th. Every shareholder shall have one vote for one two three or four shares he shall have two votes for five six seven eight or nine shares and he shall have three votes for ten or any greater number of shares but no shareholder shall have more than three votes however many shares he may hold.
14th. No shareholder shall be entitled to vote at any meeting unless all calls and fines due from him have been paid.page 5
15th. The regulations of table B. as to Directors numbered 44 and 45 shall not apply.
- George Elliott Elliott of Wellington Gentleman
- Charles Sharp of Wellington Gentleman
- William Barnard Rhodes of Wellington Merchant
- William Seed of Wellington Gentleman
- Robert Johnson of Wellington Gentleman
- Charles John Harrison of Wellington Gentleman
- John Farr Hoggard of Wellington Gentleman
17th. The regulations of table B. as to disqualification of Directors numbered 47 shall not apply.
18th. The office of Director shall be vacated if he holds any other office or place of profit under the Company if he becomes bankrupt or insolvent if he is concerned in or participates in the profits of any contract with the Company if he holds less than five shares in the Company if he participates in the profits of any work done for the Company but the above rules shall be subject to the following exceptions that no Director shall vacate his office by reason of his being a shareholder in any incorporated Company which has entered into contracts with or done any work for the Company of which he is Director nevertheless he shall not vote in respect of such contract and if he docs so vote his vote shall not be counted and he shall incur a penalty not exceeding twenty pounds to be fixed by the other Directors and to be recovered by the Company as a debt due to the Company.
19th. The regulations of table B. as to proceedings of Directors numbered 55 and 56 shall not apply.
20th. The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit three shall be the quorum necessary for the transaction of business questions arising at any meeting shall be decided by a majority of votes in case of an equality of votes the Chairman in addition to his original vote shall have a casting vote A Director may at any time summon a meeting of the Directors by giving not less than twenty-four hours' notice to each of the other Directors resident in Wellington.
21st. The Directors shall elect a Chairman who shall hold office for one year and who shall also be Chairman of the Company but if no such Chairman is elected or if at any meeting the Chairman is not present at the time appointed for holding the same the Directors present shall choose some one of their number to be Chairman of such meeting.
22nd. The Directors shall appoint a Secretary and Treasurer neither of whom shall be a Director but one person may be appointed to both offices.page 6
23rd. The Directors shall from time to time invest by or through any agent they may appoint the available funds of the Company in the purchase of shares or claims in such gold-mining Companies as they may think fit All the shares or claims so bought shall when practicable be bought in the name of the Company and the Company shall be registered as the owner thereof but if in any case it becomes necessary to purchase such shares in the name of an individual the same shall be bought in the name of one or more Directors who shall be trustees thereof for the Company and shall be indemnified by the Company against liability in respect thereof All shares purchased by or for the Company shall be held to be the common stock or property of the Company Calls or contributions in respect of such shares or claims shall be paid out of the capital of the Company and any dividend or bonus that may be received on such stock or profit that may arise from the same shall after providing for the expenses of the Company and for the reserved fund if any is formed be deemed to be the profits of the Company.
24th. The regulations of table B. as to dividends numbered 63 and 67 shall not apply.
25th. The Directors shall during the month of January 1870 and thereafter dining the months of July and January in each and every year cause to be prepared a balance sheet of the transactions and assets and liabilities of the Company made up to the 31st of December and 30th June then next preceding respectively and if in their opinion the Company has realised such an amount of profit as to permit the payment of a dividend they shall forthwith declare and pay such dividend Provided always that the Directors may whenever they think fit during the half-year declare and pay an interim dividend No shareholder shall be entitled to participate in any dividend in respect of any amount of calls paid up whether in advance on all or any of his shares or in the ordinary course during the three months preceding the declaration of such dividend.
26th. Notice of any dividend that may be declared shall be advertised and the advertisement shall state when and where such dividend is payable, and all dividends unclaimed for six years after having been declared may be forfeited by the Directors for the benefit of the Company.
27th. The regulations of table B. as to printing and delivering a copy of the balance sheet numbered 73 shall not apply.
28th. An account shall be opened with the Bank of New Zealand at Wellington and all money that may come into possession of the Company or of any of the Company's officers on behalf of the Company shall at the earliest possible opportunity be lodged therein to the credit of the Company The banking account shall only be operated upon by the signatures of two Directors countersigned by the Secretary.page 7
29th. The regulations of table B. as to notices numbered 85 shall not apply.
30th. Notices requiring to be served by the Company upon the shareholders may be served either personally or by being sent by post or by being left addressed to the shareholder at his place of abode as registered in the books of the Company and no notice shall be deemed to have been insufficiently served by reason of the shareholder being dead at the time of such service.
31st. In these Articles of Association and in the articles contained in table B. so far as the same are applicable to this Company words in the masculine gender shall include the feminine and words in the singular number shall include the plural except where the context is inconsistent therewith and except in the case when it is provided that the first of several joint shareholders shall be the person to vote and receive notices in respect of the share held by such joint shareholders.
Regulations Prescribed by Table B. and Adopted by the Port Nicholson Mining Investment Company (Limited).
1. No person shall be deemed to have accepted any share in the Company unless he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.
6. If several persons are registered as joint holders of any share any one of such persons may give effectual receipts for any dividend payable in respect of the share.
7. The Company may decline to register any transfer of shares made by a shareholder who is indebted to them.
8. Every shareholder shall on payment of such sum not exceeding one shilling as the Company may prescribe be entitled to a certificate under the common seal of the Company specifying the share or shares held by him and the amount paid up thereon.
9. If such certificate is worn out or lost it may renewed on payment of the sum of one shilling.
9A. The transfer books shall be closed during the fourteen days immediately preceding the ordinary General Meeting in each year.
Transmission of Shares.
10. The executors or administrators of a deceased shareholder shall be the only person recognized by the Company as having any title to his share.
11. Any person becoming entitled to a share in consequence of the death bankruptcy or insolvency of any shareholder or in conse- page 8 quence of the marriage of any female shareholder or in any way other than by transfer may be registered as a shareholder upon such evidence being produced as may from time to time be required by the Company.
12. Any person who has become entitled to a share in any way other than by transfer may instead of being registered himself elect to have some person to be named by him registered as a holder of such share.
13. The person so becoming entitled shall testify such election by executing to his nominees a deed of transfer of such share.
14. The deed of transfer shall be presented to the Company accompanied with such evidence as they may require to prove the title of the transfer or and thereupon the Company shall register the transferee as a sharoholder.
Forfeiture of Shares.
19. Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls owing upon such shares at the time of the forfeiture.
Increase in Capital.
20. The Company may with the sanction of the Company previously given in general meeting increase its capital.
21. Any capital raised by the creation of new shares shall be considered as part of the original capital and shall be subject to the same provisions in all respects whether with reference to the payment of calls or the forfeiture of shares on non-payment of calls or otherwise as if it had been part of the original capital.
22. The first General Meeting shall be held at such time not being more than twelve months after the incorporation of the Company and at such place as the Directors may determine.
23. Subsequent General Meetings shall be held at such time and place as may be prescribed by the Company in General Meetings and if no other time or place is prescribed a General Meeting shall be held on the first Monday in February in every year at such place as may be determined by the Directors.
24. The above-mentioned General Meetings shall be called ordinary meetings all other General Meetings shall be called extraordinary.
25. The Directors may whenever they think fit and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the Company convene an extraordinary General Meeting.
26. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called and shall be left at the registered office of the Company.page 9
27. Upon the receipt of such requisition the Directors shall forthwith proceed to convene a General Meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.
28. Seven days' notice at the least specifying the place the time the hour of meeting and the purpose for which any General Meeting is to be held shall be given by advertisement or in such other manner (if any) as may be prescribed by the Company.
29. Any shareholder may on giving not less than three days' previous notice submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.
30. The notice required of a shareholder shall be given by leaving a copy of the resolution at the registered office of the Company.
31. No business shall be transacted at any meeting except the declaration of a dividend unless a quorum of shareholders is present at the commencement of such business and such quorum shall be ascertained as follows that is to say if the shareholders belonging to the Company at the time of the meeting do not exceed ten in number the quorum shall be five if they exceed ten there shall be added to the above quorum one for every five additional shareholders up to fifty and one for every ten additional shareholders after fifty with this limitation that no quorum shall in any case exceed forty.
32. If within one hour from the time appointed for the meeting the required number of shareholders is not present the meeting if convened upon the requisition of the shareholders shall be dissolved In any other case it shall stand adjourned to the following day at the same time and place and if at such adjourned meeting the required number of shareholders is not present it shall be adjourned sine die.
33. The Chairman (if any) of the Board of Directors shall preside as Chairman at every meeting of the Company.
34. If there is no such Chairman or if at any meeting he is not present at the time of holding the same the shareholders present shall choose some one of their number to be Chairman of such meeting.
35. The Chairman may with the consent of the meeting adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
36. At any General Meeting unless a poll is demanded by at least five shareholders a declaration by the Chairman that a resolution has been carried and an [unclear: enery] to that effect in the book of proceedings of the Company shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.
37. If a poll is demanded in manner aforesaid the same shall be taken in such manner as the Chairman directs and the result of such page 10 poll shall be deemed to be the resolution of the Company in General Meeting.
Votes of Shareholders.
39. If any shareholder is a lunatic or an idiot he may vote by his committee "and if any shareholder is a minor he may vote by his guardian or any one of his guardians if more than one.
40. If one or more persons are jointly entitled to a share or shares the person whose name stands first in the register of shareholders as one of the holders of such share or shares and no other shall be entitled to vote in respect of the same.
42. Votes may be given either personally or by proxies A proxy shall be appointed in writing under the hand of the appoint or or if such appoint or is a Corporation under the common seal.
43. No person shall be appointed a proxy who is not a shareholder and the instrument appointing him shall be deposited at the Register Office of the Company not less than forty-eight hours before the time of holding the meeting at which he proposes to vote but no instrument appointing a proxy shall be valid after the expiration of one month from the date of its execution.
Powers of Directors.
46. The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not by this Act or by the Articles of Association (if any) declared to be exercisable by the Company in General Meeting subject nevertheless to any regulations of the Articles of Association to the provisions of this Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.
Rotation of Directors.
48. At the first ordinary meeting after the incorporation of the Company the whole of the Directors shall retire from office and at the first ordinary meeting in every subsequent year one-third of the Directors for the time being or if their number is not a multiple of three then the number nearest to one-third shall retire from office.
49. The one-third or other nearest number to retire during the first and second years ensuing the corporation of the Company shall unless the Directors agree among themselves be determined by ballot In any subsequent year the one-third or other nearest number who have been longest in office shall retire.
50. A retiring Director shall be re-eligible.
51. The Company at the General Meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.page 11
52. If at any meeting at which an election of Directors ought to take place no such election is made the meeting shall stand adjourned till the next day at the same time and place and if at such adjourned meeting no election takes place the former Directors shall continue to act until newDirectors are appointed at the first ordinary meeting of the following year.
53. The Company may from time to time in general meeting increase or reduce the number of Directors and may also determine in what rotation such increased or reduced number is to go out of office.
54. Any casual vacancy occurring in the Board of Directors may be tilled up by the Directors but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.
Proceedings of Directors.
57. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.
58. A committee may elect a Chairman of the meetings If no such Chairman is elected or if he is not present at the time appointed for holding the same the members present shall choose one of their number to be Chairman of such meeting.
59. A committee may meet and adjourn as they think proper Questions at any meetings shall be determined by a majority of votes of the members present and in case of an equal division of votes the Chairman shall have a casting vote.
60. All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director.
|(1.)||Of all appointments of officers made by the Directors.|
|(2.)||Of the names of the Directors present at each meeting of Directors and committees of Directors.|
|(3.)||Of all orders made by the Directors and committees of Directors and|
|(4.)||Of all resolutions and proceedings of meetings of the Company and of the Directors and committees of Directors|
And any such minutes as aforesaid if signed by any person purport- page 12 ing to be the Chairman of any meeting of Directors or committee of Directors shall be receivable in evidence without any further proof.
62.The Company in general meeting may by a special resolution remove any Director before the expiration of his period of office and appoint another qualified person in his stead The person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.
64. No dividend shall be payable except out of the profits arising from the business of the Company.
65. The Directors may before recommending any dividend set aside out of the profits of the Company such sum as they think proper as a reserved fund to meet contingencies or for equalizing dividends or for repairing or maintaining the works connected with the business of the Company or any part thereof and the Directors may invest the sum so set apart as a reserved fund upon such securities as they with the sanction of the Company may select.
66. The Directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the Company on account of calls or otherwise.
68. No dividend shall bear interest as against the Company.
|(1.)||Of the stock in trade of the Company.|
|(2.)||Of the sums of money received and expended by the Company and the matter in respect of which such re-receipt and expenditure takes place and|
|(3.)||Of the credits and liabilities of the Company.|
70. Once at the least in every year the Directors shall lay before the Company in general meeting a statement of the income and expenditure for the past year made up to a date not more than three months before such meeting.
71. The statement so made shall show arranged under the most convenient heads the amount of gross income distinguishing the several sources from which it has been derived and the amount of gross expenditure distinguishing the expense of the establishment salaries and other like matters Every item of expenditure fairly chargeable against the year's income shall be brought into account so that a just balance of profit and loss may be laid before the meeting page 13 and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.
72. A balance sheet shall be made out in every year and laid before the general meeting of the Company and such balance sheet shall contain a summary of the property and liabilities of the Company arranged under the heads appearing in the form annexed to this table or as near thereto as circumstances admit. (Sec Act.)
74. The accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the Company in general meeting.
75. If not more than one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.
76. The auditors need not be shareholders in the Company No person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the Company and no Director or other officer of the Company is eligible during his continuance in office.
77. The election of auditors shall be made by the Company at their ordinary meeting or if there are more than one at their first ordinary meeting in each year.
78. The remuneration of the auditors shall be fixed by the Company at the time of their election.
79. Any auditor shall be re-eligible on his quitting office.
80. If any casual vacancy occurs in the office of auditor the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.
81. If no election of auditors is made in manner aforesaid the Governor may on the application of one-fifth in number of the shareholders of the Company appoint an auditor for the current year and fix the remuneration to be paid to him by the Company for his services.
82. Every auditor shall be supplied with a copy of the balance sheet and it shall be his duty to examine the same with the accounts and vouchers relating thereto.
83. Every auditor shall have a list delivered to him of all books kept by the Company and he shall at all reasonable times have access to the books and accounts of the Company He may at the expense of the Company employ accountants or other persons to assist him in investigating such accounts and he may in relation to such accounts examine the Directors or any other officer of the Company.
84. The auditor shall make a report to the shareholders upon the balance sheet and accounts and in every such report they shall state whether in their opinion the balance sheet is a full and fair page 14 balance sheet containing the particulars required by these regulations and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs and in case they have called for explanations or information from the Directors whether such explanations or information have been given by the Directors and whether they have been satisfactory and such report shall be read together with the report of the Directors at the ordinary meeting.
86. All notices directed to be given to the shareholders shall with respect to any share to which persons are jointly entitled be given to whichever of the said persons is named first in the register of shareholders and notice so given shall be sufficient notice to all the proprietors of such share.
87. All notices required by this Act to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the Company is situated.
Printed by Henry Blundell, At the "Evening Post" Office.