The West Wanganui Coal Company, Limited.
Memorandum of Association. Articles of Association.
Incorporated, August, 1878, Under the "Joint Stock Companies' Act, 1860," and Amendments thereof.
Registered Office in the City of Wellington
Wellington: Printed by R. Burrett, At his Steam Printing Office, Molesworth Street,
Memorandum of Association of The West Wanganui Coal Company, Limited.
Memorandum of Association.
|1st.||The name of the Company is "The West Wanganui Coal Company, Limited.|
|2nd.||The Registered Office of the Company is to be established in the City of Wellington.|
|3rd.||The objects for which the Company is established are —|
|A.||To mine for Coal upon the land already acquired, and such other land as may hereafter be acquired by the Company for Coal mining purposes.|
|B.||To construct necessary tramways and roads, and generally to provide means for the conveyance of the Coal down from the mines of the Company to vessels.|
|C.||To purchase, build and hire, or charter vessels, and to do all matters and things incidental or conducive to the objects aforesaid, or to the usual business of a Company mining for and trading in Coal, and to provide for the conveyance of Coal from and to any place in the Colony of New Zealand and elsewhere, and for the sale of such Coal at any port of delivery or elsewhere.page 4|
|4th.||The liability of the Shareholders is limited.|
|5th.||The nominal capital of the Company is Fifty Thousand Pounds Sterling, divided into Ten Thousand Shares of Five Pounds each. The number of paid up Shares is One Thousand Four Hundred.|
We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of Shares in the capital of the Company set opposite to our respective names.
|Names and Abdrbsubs of Subscribers.||No. of Shares taken by Each Subscriber.|
|Frederick Augustus Krull, Wellington||50|
|William Hickson, Wellington||100|
|Jacob Joseph, Wellington||50|
|John Fortescue Evelyn Wright, Wellington||250|
|Edward William Mills, Wellington||250|
|John Plimmer, Wellington||100|
|Morgan Stanislaus Grace, Wellington||504|
Articles Of Association of the West Wanganui Coal Company, Limited.
- The following shall be the Regulations of the above- named Company, which is hereinafter referred to as "The Company."
1. Table "B" annexed to the "Joint Stock Companies Act, 1860," shall not apply.
- Words importing the singular number only shall include the plural number; words importing the plural number only shall include the singular number; words importing the masculine gender shall include the feminine gender; words applicable to persons shall apply to incorporated Companies; and the term Directors shall mean the Directors of the Company.
Register of Shareholders.
|(1.)||The name, the address, the occupation, (if any) of, and the number of shares held by each Shareholder, distinguishing each share by its number.|
|(2.)||The amount paid on the Shares of each Shareholder.|
|(3.)||The date at which the name of any person was entered in the Register as a Shareholder.|
|(4.)||The date at which any person ceased to be a Shareholder in respect of any share.|
4. The Register of Shareholders, except when closed as hereinafter mentioned, shall, during business hours, but subject to such reasonable restrictions as the Company may in general meeting impose, be open to the inspection of any Shareholder in the Company.
5. The Register of Shareholders shall be evidence of any matter directed by these Articles to be inserted therein.
6. No notice of any trust express, implied, or constructive, shall be entered on the Register of Shareholders, or be receivable by the Company, and every person who has accepted a share and whose name is entered on the said Register of Shareholders, and no other person, shall be deemed to be a Shareholder in the Company, or entitled to any interest therein.
7. No person shall be deemed to have accepted any share in the Company unless he shall have signified his acceptance of the same by his signature, in such manner as the Directors may appoint, or, being an original applicant for such share, he shall have signed a written or printed application for the same, and the same shall have been allotted to him by or on behalf of the Company, or being a transferee of any share he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.
8. The capital of the Company is £50,000 in 10,000 shares of £5 each. Five shillings per share is payable on application, Five Shillings on allotment, and the residue by calls of Five Shillings per share at intervals of not less than one calendar month.
9. If before or on the day appointed for payment any Shareholder does not pay the amount of any call to which he is liable, then such Shareholder shall pay interest for the same at the rate of fifteen pounds per centum per annum from the day appointed for the payment thereof to the time of the actual payment.
10. The Directors may, if they think fit, receive from any of the Shareholders willing to advance the same, all or any part of the monies due upon the respective shares beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Directors may pay interest at such rate as the Shareholder paying such sum or sums in advance and the Directors may agree upon.page 7
11. And whereas the Directors of the Company purchased from Frederick George Moore, and John Fortescue Evelyn Wright, and certain other persons who are hereinafter called the promoters, their interest in a lease of land in the Nelson District, and agreed that as the consideration for the purchase of the same the promoters should be allotted One thousand four hundred paid up shares of the Company. Now, the Company do hereby ratify and confirm the said agreement with the promoters, and authorise the Directors as soon as a proper and satisfactory transfer of the said lease shall have been completed to allot to the promoters One thousand four hundred paid up shares in the Company.
Transfer of Shares.
12. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof.
of in consideration of the sum of paid to me by of do hereby transfer to the said, shares numbered in The West Wanganui Coal Company, Limited, standing in my name in the books of the Company subject to the Regulations of the Company and to the several conditions on which I hold the same at the time of the execution hereof And I the said do hereby agree to take the said shares subject to the Regulations and conditions aforesaid As witness our hands the day of
14. The Directors may decline to register any transfer of shares made by a Shareholder who is indebted to the Company.
15. The Directors may refuse to register the transfer of a share, the registered owner whereof, or his estate, either alone or jointly with any other person or estate, is indebted to the Company for any call or instalment, or interest, or other charge thereon, notwithstanding the amount may not be then due or immediately recoverable; or if the transferee fail to produce to and leave with the secretary, manager, or other officer appointed by the Directors, the certificate of the share, if required so to do ; or if the Directors consider page 8 the proposed transferee to be an irresponsible person, or (without assigning any reason) object to admit him as a member. And no transfer of a share shall be made to any person who shall not be approved of by the Directors, who shall have absolute discretion, not controllable by any court of law or equity, as to accepting or rejecting the transferee, and shall not be bound to give any reason for rejecting him.
16. Every shareholder shall be entitled to a certificate under the common seal of the Company, specifying the share or shares held by him and the amount paid up thereon; and upon any transfer of shares the sum of one shilling for any number of shares up to twenty-five shares and a further sum of one shilling for every twenty-five shares or any lesser number than twenty-five shares shall be payable to the Company.
17. If such certificate be worn out or lost the Directors may issue a new certificate on payment of the sum of two shillings and sixpence for each certificate.
18. The transfer books shall be closed during the six weeks immediately preceding the ordinary general meeting in each year, or for such lesser period as the Directors may from time to time determine.
Transmission of Shares.
19. The executors or administrators of a deceased shareholder shall be the only persons recognized by the Company as having any title to his share.
20. Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any shareholder, or in consequence of the marriage of any female shareholder, or in any other way than by transfer, may be with the consent of the Directora registered as a Shareholder upon such evidence being produced as may from time to time be required by the Directors.
21. Any person who has become entitled to a share in any way other than by transfer, may, with the consent of the Directors, instead of being registered himself, elect to have some person, to be named by him, registered as a holder of such share.
22. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.
23. The instrument of transfer shall be presented to the Directors accompanied with such evidence as they may page 9 require to prove the title of the transferor, and thereupon the Directors shall register the transferee as a shareholder if approved by them.
Forfeiture of Shares,
24. If any Shareholder fail to pay any call on the day appointed for payment thereof, the Company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with any interest that may have accrued by reason of such non-payment.
25. The notice shall name a further day and a place, being a place at which calls of the company are usually made payable, on and at which such call shall be paid. It shall also state that in the event of non-payment at the time and place appointed, the shares in respect of which such call was made will be liable to be forfeited.
26. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect : Provided that no share shall be forfeited unless the call due in respect thereof shall be at least three months in arrear.
27. Any shares so forfeited shall be the property of the Company, and may be disposed of in such manner as the Directors think fit.
28. Any Shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls and interest thereon owing upon such shares at the time of the forfeiture.
29. A statutory declaration in writing by the Secretary of the Company that the call in respect of a share was made and notice thereof given, and that default in payment of the call was made, and that the forfeiture of the share was made by a resolution of the Directors to that effect, shall be sufficient evidence of the facts therein stated as against all persons previously entitled to such share; and such declaration and the receipt of the Company for the price of such share shall constitute a good title to such share, and a certificate of proprietorship shall be delivered to the purchaser, and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase, and he shall not be bound to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceeding in reference to such forfeiture or sale,
Increase in Capital.
30. The Company may, with the sanction of a resolution previously passed at an extraordinary meeting increase its capital.
31. Any capital raised by the creation of new shares shall be subject to such provisions and conditions as the Company may determine by the resolution authorising the issue of such new shares, and shall in all other respects be subject to the general provisions of the Articles of Association.
32. The first general meeting of Shareholders shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place in the City of Wellington, as the Directors may determine, so as to allow time for the organization of the Company.
33. Subsequent general meetings shall be held at such time and place in the City of Wellington as may be prescribed by the Company in general meetings; and if no timo or place is prescribed, a general meeting shall be held half-yearly on such days as shall be fixed by the Directors.
34. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.
35. The Directors may, whenever they think fit, and they shall, upon a requisition made in writing by any number of Shareholders holding in the aggregate not less than Two Thousand shares of the Company, convene an extraordinary meeting.
36. Any requisition so made by the Shareholders shall express the object for which the meeting is proposed to be called, and shall be left at the Registered Office of the Company.
37. Upon the receipt of such requisition the Directors shall forthwith proceed to convene an extraordinary meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the reqnisitionists or any other Shareholders holding the required number of shares may themselves convene a meeting.
38. Twenty-one days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held, shall be given by advertisement, or by circular to the registered addresses of the Shareholders, or in such other manner (if any) as may be prescribed by the Company.page 11
39. Any Shareholder intending to bring forward any special resolution at any ordinary meeting of the Company shall give to the Directors not less than thirty days' previous notice by leaving a copy of such intended resolution at the Resistered Office of the Company; and in such case it shall be the duty of the Directors to express in the notice calling such ordinary meeting the general nature of such resolution.
40. No business shall be transacted at any meeting except, the declaration of a dividend, unless a quorum of Shareholders is present at the commencement of such business ; and such quorum shall consist of not less than ten Shareholders, who shall together hold or who or any of whom shall as proxies for Shareholders hold as many shares as with the shares held by the said ten Shareholders shall represent not less than one-twentith of the whole number of shares in the Company.
41. If within half-an-hour from the time appointed for the meeting, a quorum of Shareholders be not present, the meeting, if convened upon the requisition of the Shareholders shall be dissolved. In any other case it may be adjourned by the Chairman to such time and place as he shall appoint; and the Chairman shall state, on adjourning the meeting, the time and place to which it is so adjourned.
42. The Chairman of the Board of Directors shall preside as Chairman at every meeting of the Company, or if he is not present, or decline to take the chair, the Vice-Chairman shall preside, and in the event of his absence or his also declining to act, then the Shareholders present shall choose a Director; or if there is no Director present and willing to take the chair, then some Shareholder to be Chairman of the meeting.
43. The Chairman may, with the consent of the meeting, adjourn any meeting from time to time, and from place to place ; but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place; and the Chairman shall state, upon adjourning the meeting, the time and place to which it is so adjourned.
44. No meeting of Shareholders shall transact any special business of which due notice has not been given, except as is herein otherwise expressly provided.
45. At any general meeting of the Company, unless a poll is demanded in writing by at least five Shareholders, holding not less than two hundred and fifty shares in the Company, page 12 or ordered by the the Chairman to take place at the time, a declaration by the Chairman that a resolution has been carried or lost and an entry to that efiect 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 in favour of or against such resolution. If a poll is demanded upon any resolution, the same shall be taken at such time, either on or within fifteen days after the meeting, at such place and in such manner as the Chairman shall direct; and the declaration of the Chairman, or of the Director or Directors or other person whom the Chairman shall appoint to ascertain the result of the poll that the resolution has been lost or carried, shall be conclusive evidence thereof.
46. Except for the first passing of a special resolution, a simple majority of votes upon any question submitted to a general meeting shall bind the Company.
47. Shareholders may appear and vote at meetings either personally or by proxy, or by their attorneys, duly appointed under a general power of attorney, which powers or power shall be produced to the secretary, manager, or other officer appointed by the Directors, at least forty-eight hours previous to the meeting, and such attorneys may appoint proxies for the Shareholders whom they represent, but no proxy shall be appointed who is not a member.
48. At a poll every shareholder shall be entitled, according to the number of shares held by him, to the following votes:—For not less than 5 shares, 1 vote; not less than 15 shares, 2 votes; not less than 30 shares, 3 votes; not less than 50 shares, 4 votes; and for every further complete 25 shares, 1 additional vote, up to 250 shares. No person holding less than 5 shares shall be entitled to vote, and no shareholder shall be entitled to a vote in respect of any shares held by him above 250. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the Register of Shareholders, as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.
49. All business shall bo deemed special that is transacted at any extraordinary meeting, and all that is transacted at any ordinary meeting, with the exception of sanctioning a dividend, and the consideration of the accounts, balance sheets, and the ordinary report of the Directors.
50. If any Shareholder is a lunatic or idiot, he may vote by his committee, curator bonis, or other legal curator; but no committee, or curator, shall be entitled to vote unless he page 13 shall have deposited at the Registered Office of the Company, not less than forty-eight hours before the time of holding the meeting at which he purposes to vote, all such evidence as the Directors may require of his sustaining the character in respect of which he shall claim to vote.
51. No Shareholder shall be entitled to take part in the proceedings, or vote at any meeting or poll, unless all calls, or interest, or other charges due from him have been paid. Nor shall a Shareholder vote in respect of any share which has not stood in his name on the register for one calendar month next preceding the meeting, but any vote which shall have been admitted shall be valid, notwithstanding that it shall afterwards be discovered that the same might have been objected to on any of the above grounds.
" I, the undersigned,
one of the Shareholders of The West Wanganui Coal Company, Limited, do hereby appoint
or, in case of his
absence, (being a
Shareholder in the said Company) to be my proxy to vote and act in my absence for me at the ordinary (or extraordinary) general meeting of the Company, which is to be holden on the day of
and at every adjournment thereof, and at every poll that may take place in consequence thereof. Dated this day of 18 ."
or in such other form as the Directors shall from time to time appoint.
53. No person shall be appointed a proxy who is not a Shareholder.
54. The instrument appointing a proxy shall be deposited at the registered office of the Company not less than forty-eight hours before the time of holding the meeting, and shall be thenceforth retained by the secretary, manager, or other officer appointed by the Directors.
55. A vote given in accordance wtth the terms of a proxy shall be valid, notwithstanding the previous death of the principal, or revocation of the proxy, on transfer of the share or shares in respect of which the vote is given, provided that no intimation in writing of the death, revocation, or transfer has been received in the registered office of the Company before the meeting.
56. The number of the Directors shall be five of whom three at least shall form a quorum, and each Director shall hold at least fifty shares in the Company.
- Morgan Stanislaus Grace,
- Jacob Joseph,
- Frederick Augugtus Krull,
- Edward William Mills, and
- John Plimmer, all of Wellington.
Powers of Directors.
58. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Acts of the General Assembly of the Colony of New Zealand, or by these articles declared to be exercisable only by the Company in general meeting, but no regulation made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.
59. Subject to, but without restraining the generality of the last preceding regulation, the Directors shall have power to do all acts and things which they may consider proper or expedient for accomplishing the objects and carrying on the business of the Company. And in particular they shall have the specific power to do the following things.
|(1.)||To commence the business of the Company as soon as they shall see fit, notwithstanding that a part only of the capital of the Company shall have been allotted; and shall have power to pay out of the funds of the Company all preliminary expenses incurred in establishing the Company.|
|(2.)||To appoint and at pleasure to remove any Manager, Agents, Officers, Clerks or Servants as they from time to time shall deem expedient, and may determine the powers and duties of such Manager, Agents, Officers, Clerks or Servants, and fix their salaries and emoluments.|
|(3.)||To establish from time to time and, at their discretion, discontinue all or any such Branches or Agencies on behalf of the Company at any places either in or out of New Zealand, and make such regulations for the management of such Branches or Agencies as they may think fit.page 15|
|(4.)||To enter into, make, execute, rescind, alter, or vary any purchases, leases, exchanges, contracts and agreements of any kind, and whether relating to real or personal property, for all purposes in any way connected with the objects or business of the Company.|
|(5.)||To raise from time to time or borrow such sums of money as they may think necessary or expedient, and secure the repayment of such sums by mortgages of any property, real or personal, belonging to the Company, or by bonds, or other securities, or by bills of exchange, promissory notes, or other negotiable instruments, and the mortgages or other securities may contain such covenants, powers and obligations as they may think expedient.|
|(6.)||To appoint in the name and on behalf of the Company any person or persons to be the Attorney or Attorneys for and on behalf of the Company, to execute in the name and on behalf of the Company, all or any deeds or instruments whatsoever, and to do any acts whatsoever including the authority to provide and use an official seal of the Company. And to empower such Attorney or Attorneys to execute any such deeds or instruments under the private seal or seals of such Attorney or Attorneys instead of the common or official seal of the Company : And every power purporting to be granted by the Company as aforesaid shall as between the Company their successors and assigns on the one hand, and the person or persons dealing with the Attorney or Attorneys of the Company on the other hand, continue in force (not with standing the same power may have been revoked or the Company wound up or dissolved) until all and every the Attorneys to whom the same power is given or the person or persons dealing with them shall have received notice or information of such revocation, winding up, or dissolution.|
|(7.)||To execute and to authorise the execution of all deeds and documents which they may from time to time think expedient, and for that purpose, when deemed expedient, to use or direct the use of the common seal of the Company or any official seal of the Company, and generally to exercise all page 16 such powers and authorities and do all such acts as they may consider necessary for, or conducive or incidental to, the due management of the affairs and carrying on the business of the Company.|
Disqualification of Directors,
- If he shall hold less than fifty shares in the Company.
- If he holds any other office or place of profit under the Company.
- If he becomes bankrupt or insolvent, or of unsound mind.
- If he is concerned in or participates in the profits of any contract with the Company.
- If he participates in the profits of any work done for the Company.
- If he shall be continuously absent from meetings of the Directors during three consecutive months without the special leave of the Directors, to be recorded in their minute book.
But the above rules shall be subject to the following exceptions :—
They shall not apply to contracts entered into in the ordinary business of the Company, nor shall any Director vacate his office by reason of his being counsel or solicitor to the Company, or inspector or other officer of any bankers of the Company; and 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 a Director; nevertheless he shall not vote in respect of such contract or work, and if he does so vote his vote shall not be counted.
61. The continuing Directors may act notwithstanding any vacancy in their body.
Rotation of Directors.
62. At the second ordinary meeting after the incorporation of the Company, which shall be deemed to be the first annual meeting, and at the annual meeting in every following 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. Provided that page 17 the first Board of Directors shall hold office for at least one year from the date of the incorporation of the Company.
63. The one-third or nearest number to retire during the movies first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, be determined by ballot, to be taken at a Board meeting, not less than one month prior to the next date of meeting for election of Directors. In any subsequent year the one- third or other nearest number who have been longest in office shall retire.
64. A retiring Director shall be re-eligible without notice.
65. The Company at the ordinary meeting at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons.
66. If at any meeting, at which an election of Directors ought to take place, the vacancies are not filled up, the the Board of Directors shall fill up the same, and the Directors so elected shall have the same tenure of office as if they had been elected by the general meeting.
67. Thirty clear days at least before an ordinary meeting tor the election of Directors, every shareholder intending to propose either himself or any other person as a candidate for election, shall give to the secretary, or other person appointed by the Directors, a notice in writing, under his hand, signifying his intention to become a candidate, or giving the name of the candidate intended to be proposed by him and in default thereof the candidate shall not be eligible, but this rule shall not apply to a Director retiring from office by rotation who desires to be re-elected.
68. 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.
69. Any casual vacancy occurring in the Board of Directors may be filled 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.
70. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they-think fit; and may elect a Chairman, and determine the period for which he shall hold office. In the absence of the page 18 Chairman the Directors present shall choose one of their number to act as Chairman of the meeting. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the Chairman of the meeting, in addition to his original vote, shall have a casting vote. A meeting of the Directors may at any time be called in accordance with the regulations of the Board of Directors for the time being, by the Chairman, or any two of the Directors.
71. 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.
72. A committee may elect a Chairman of their 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.
73. 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 in addition to his original vote.
74. All acts done by any meeting of the Directors, or of a Committee of Directors, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors, or persons acting as such, 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 purporting to be the Chairman of any ensuing meeting of Directors or Committee of Directors at which such minutes shall have been read and confirmed, shall be receivable in evidence without any further proof.
Profits and Dividends.
76. The Directors may from time to time, with the sanction of the Company in ordinary meeting, declare and pay a dividend to the Shareholders. And they may at any time, with the like sanction, declare and pay a bonus to the Shareholders. The Directors may also, before recommending or declaring any dividend or bonus, cause to be reserved out of the net profits of the Company, and to be carried to such separate account as they may direct in the accounts of the Company, any sum which they may think proper or desirable for equalising dividends to be paid at half-yearly or other periods, repairing or maintaining ships buildings, tramways, wharves, or other works, or covering loss by depreciation or diminution in value of the Company's property, or for meeting any future or unforseen expenditure or contingencies of risk, liability, or loss; but any such reserve fund and the income thereof, and all the accumulations made therefrom shall at any time be applicable to any purposes to which either the capital or the revenue for the time being of the Company, or any part thereof, may, for the time being, be applicable.
77. No dividend or bonus shall be paid otherwise than out of the profits or estimated profits of the Company, inclusive of reserved profits, after paying or providing for all expenses, outgoings, and liabilities of the Company and deterioration of assets. If shares are issued at a premium, the Directors shall determine if the premium is to be treated as captial or as profit. Each dividend, whether arising from past, or accumulated, or current profits, shall, for all purposes, be deemed to accrue and fall due on the day on which it, is declared, and not before.
78. The dividend on each share shall be calculated equitably upon the amount paid up, or duly credited as paid up, exclusive of payments in advance, and, if there shall exist shares having a different amount of capital called up thereon, then the dividend shall be calculated equitably according to the amounts and dates of payment.
79. The Directors may deduct from the dividends or interest payable to any Shareholder any money due from him to the Company on account of calls or otherwise.page 20
80. Notice of any dividend that may have been declared shall be given to each Shareholder, or sent by post or otherwise to his registered address; and all dividends unclaimed for one year after having been declared shall be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.
81. No dividend shall bear interest as against the Company whether invested under the last preceding clause or otherwise.
82. The receipt, or an endorsement by signature on the Bank order for the payment of the money, of the person whose name for the time being appeal's on the Register of Shareholders as the owner of any share, or of his executors or administrators, shall be a good discharge to the Company in respect of all payments made in respect of the share.
83. If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts as aforesaid, for any dividends payable in respect of such share.
84. The Directors shall cause true and complete accounts to be kept of the stock, effects, receipts, expenditure, credits, liabilities, dealings, transactions and affairs of the Company. The financial periods of the Company shall be determined in General Meeting; and until the same shall be so determined, the Directors shall have power to determine the first of such periods; after which, such periods shall end half-yearly on days to be fixed by the Directors.
85. A balance sheet and statement of accounts, in such form as the Directors may from time to time appoint, shall be made out as soon as possible after the termination, of each financial period, and laid before the next ordinary meeting of the Company, and shall contain a summary of the property and liabilities of the Company at the end of the financial period.
86. No Shareholder, unless he be a Director, or auditor, or an officer, clerk or accountant, or other person whose duty requires him to do so shall be entitled to inspect the books, accounts, documents, or writings of the Company, except such as shall be produced for that purpose at a General Meeting.
87. The accounts of the company shall be examined, and the correctness of the balance sheet ascertained, by an auditor or auditors, to be elected by the Company in general meetings.page 21
88. If only one auditor is appointed, all the provisions herein contained relative to auditors shall apply to him.
89. The auditors need not, but may be Shareholders in the Company, and no Director, manager, or other officer of the Company, shall be eligible as auditor daring his tenure of office, or within one year after the determination thereof.
90. The election of auditors shall be made by the Company at the first ordinary meeting in each year ensuing the incorporation of the Company. Until the first of such meetings, auditors may be appointed by the Directors.
91. The remuneration of the auditors for the first year shall be fixed by the Directors, and afterwards by the Company in general meeting.
92. An auditor shall be re-eligible on his quitting office.
93. If no election of auditor is made in manner aforesaid, or if an occasional vacancy in the office should occur, an auditor or auditors may be temporarily appointed by the Directors.
94. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the books accounts, and vouchers relating thereto.
95. Every auditor shall, at all reasonable times, have access to to all the books and accounts and securities of the Company, and the assistance of the Company's clerks in examining them.
96. The auditors shall make a report to the Shareholders upon the balance sheet and accounts, and their report shall be read, together with the report of the Directors, at the ordinary meeting.
97. The Directors, or the Company by resolution of a General Meeting, may direct that there shall be a local auditor, or local auditors, of the accounts of the Company, in respect of any office or offices of the Company, within or beyond the colony of New Zealand, and may appoint such auditor or auditors, and save as the resolution shall otherwise direct, the provisions hereinbefore contained with respect to auditors of the Company shall apply to the auditors under any such resolution.
98. A notice requiring to be served upon any Shareholder for any purpose, may be served either personally or by leaving the same, or by sending the same through the post in a letter posted at the Chief Post-Office in the City of Wellington, addressed to the Shareholder at his registered address.page 22
99. All notices directed to be given to the Shareholders shall, with respect to any share to which persons are jointly entitled, be given to that one of them who is first named on the Register of Shareholders, and notice so given shall be sufficient notice to all the proprietors of the share.
100. Every Shareholder resident out of the colony of New Zealand may give to the Manager, at the chief Office of the Company, for registration, an address within the colony of New Zealand for the service of notices, and the address so given shall be deemed to be the Shareholder's registered address. In default thereof the Registered Office of the Company shall be deemed to be his registered address, and a notice placed there in a conspicuous position shall be deemed to have been duly served on every Shareholder who has not given an address, although not directed to him.
101. All notices, if served by post, shall be deemed to have been served at the time when the letter containing the same was posted; and to prove the service it shall be sufficient to prove that the letter containing the notice was properly addressed and stamped, or paid for and put in the Post-Office.
102. All notices, if any, required by law, to be given by advertisements, shall be advertised in a newspaper or newspapers, appointed for the purpose by the Directors.
103. Directors, managers, and other officers of the Company shall be indemnified by the Company against all losses and expenses incurred by them in or about the discharge of their duties, except such as happen from their own wilful act, neglect, or default. No Director shall be responsible for any other Director, or for any officer, clerk or servant of the Company, or for any loss or expense happening to the Company by the insufficiency or deficiency of value of or title to any property or security acquired or taken on behalf of the Company, or by the bankruptcy or tortious act by any customer or debtor of the Company, or by anything done in the execution of the duties of his office or in relation thereto, or otherwise than for his own wilful act or default.
104. Every dispute or difference which shall arise between the Company and any of the Shareholders, their heirs, executors, administrators, or assigns, touching the matter intent or construction of these presents, page 23 or any of the regulations of the Company, or touching any act, deed, or thing to be done, executed, omitted, or suffered in pursuance of these
presents, or of the Joint Stock Companies' Act, 1860, and the amendments thereof, or otherwise relating to any of the affairs of the Company, shall if the Directors so determine, be referred to two arbitrators or their umpire pursuant to, and so as with regard to the mode and consequence of the reference, and in all other respects to conform to the provisions with respect to arbitration contained in the Act of the General Assembly of the Colony of New Zealand, intituled the "Supreme Court Practice and Procedure Amendment Act, 1866." or any then subsisting statutory modification thereof.
Frederick Augustus Krull, Wellington.
William Hickson, Wellington.
Jacob Joseph, Wellington.
John Fortescue Evelyn Wright, Wellington.
Edward William Mills, Wellington.
John Plimmer, Wellington.
Morgan Stanislaus Grace, Wellington.Dated this day of 1878. Witness to above signatures, Solicitor, Wellington.
R. Burrett, Steam Printer, Molesworth Street, Wellington.