The Pamphlet Collection of Sir Robert Stout: Volume 88

Articles Of Association of The Colonial Insurance Company of New Zealand

Articles Of Association of The Colonial Insurance Company of New Zealand.

It is agreed as follows :—

The following shall be the Regulations of the above-named Company, which is hereinafter referred to as "The Company."

Preliminary.

Table "B" not to apply.

1. Table "B" annexed to the "Joint Stock Companies Act, 1860," shall not apply.

Interpretation of words

2. In the construction of these Articles, unless there is something inconsistent in the context—

Words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number; words importing the masculine gender only shall include the feminine gender, and words applicable to persons shall apply to incorporated Companies; and the term Directors shall mean the Directors of the Company.

Shares.

9. If, however, an emergency arise, which in

Calls on emergency.

the opinion of the Directors should make it expedient that a call or calls should be made upon the Shareholders, the Directors may make such call or calls at such time or times and in such manner as they shall think fit, without it being necessary to refer the matter to a general meeting of the Company.
10. If before or on the day appointed for pay-

Calls, interest on overdue.

ment 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.
11. The Directors may, if they think fit, re-

Calls paid in advance, and interest thereon.

ceive 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.

Transfer of Shares.

12. The instrument of transfer of any share

Transfer, execution of.

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.

Transfer, form of.

13. Shares may be transferred in the following form, or to the like effect, if approved by the Directors:—

"I____of____ ____in consideration of the sum of____paid to me by____of____do____hereby transfer to the said____, shares numbered____in "The Colonial Insurance Company of New Zealand" standing in my name in the books of the said Company To hold unto the said his executors administrators and assigns 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____

Transfer, refusal of.

14. The Directors may decline to register any transfer of shares made by a Shareholder who is indebted to the Company.

discretion, not controlable by any court of law or equity, as to accepting or rejecting the transferee, and shall not be bound to give any reason for their rejecting him.

16. Every shareholder shall be entitled to a

Certificate for shares, and fee on transfer.

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

Certificate, renewal, if lost.

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.

Forfeiture of Shares.

Overdue calls, notice of.

24. If any Shareholder fails 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.

Overdue calls, terms of notice.

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

Forfeiture of shares.

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 arrears.

27. Any shares so forfeited shall be the pro-

Continued.

perty of the Company, and may be disposed of in such manner as the Company thinks fit.
28. Any Shareholder whose shares have been

Continued.

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 that

Title to forfeited shares on sale thereof.

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.

General Meetings.

First general meeting.

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.

Subsequent general meetings, half-yearly.

33. Subsequent general meetings shall be held at such time and place in the City of Wellington as may bo prescribed by the Company in general meetings; and if no time or place is prescribed, a general meeting shall be held half-yearly on such days as shall be fixed by the Directors.

Ordinary and extraordinary meetings.

34. The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.

Meetings, how convened.

35. The Directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of Shareholders holding hi the aggregate not less than one-tenth part of the shares of the Company, convene an extraordinary meeting.

Meetings, requisition from shareholders.

36. Any requisition so made by the Shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

37. Upon the receipt of such requisition the

Continued.

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 requisitionists or any other Shareholders holding the required number of shares may themselves convene a meeting.
38. Twenty-one days' notice at the least,

Meetings, notice of.

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.
39. Any Shareholder intending to bring for-

Special resolution, notice of.

ward 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 Registered Office of the Company; and in such case it shall be the duty of the Directors to express in the notice calling such ordinary meeting the general nature of such resolution.
40. No business shall be transacted at any

Quorum at general meetings.

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 holding as many shares as with the shares held by the said ten Shareholders shall represent not less than one-twentieth of the whole number of shares in the Company.

Dissolution, or adjournment of meetings.

41. If within half-an-hour from the time appointed for the meeting, a quorum of Shareholders is not present, the meeting, if convened upon the requisition of the Shareholders, shall be dissolved. In any other case it 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.

Chairman of general meetings.

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 declines to take the chair, the Vice-Chairman shall preside, and in the event of his absence or 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.

Adjournment and business of adjourned meetings.

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.

Notice of bus: ness required.

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.
46. Except for the first passing of a special

Majority of votes sufficient except for special resolution.

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

Votes in per son, by proxy or by attorney

meetings either personally or by proxy, or by their attorneys duly appointed under power of attorney, which 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 reprepresent, but no proxy shall be appointed who is not a member.

Business of mootings not requiring notice.

49. All business shall be 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.

Votes of lunatics, &c., by guardian.

50. If any shareholder is a lunatic or idiot, lie may vote by his committee, curator bonis, or other legal curator; but no committee, or curator, shall be entitled to vote unless he shall have deposited at the Registered Office of the Company, not less than forty-eight hours before the time of holding the meeting at which he purposes to vote, all such evidence as the Directors may require of his sustaining the character in respect of which he shall claim to vote.

Votes not allowed in certain cases.

51. No shareholder shall be entitled to take part in the proceedings, or vote at any meeting or poll, unless all calls, or interest, or other charges 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 Colonial Insurance Company of New Zealand, do hereby appoint____ or, in case of his absence,____ (being a shareholder in the said Company) to be my proxy to vote and act in my absence for me at the ordinary (or extraordinary) general meeting of the Company, which is to be holden on the ____day of____ and at every adjournment thereof, and at every poll that may take place in consequence thereof. Dated this____ day of

18

or in such other form as the Directors shall from time to time appoint.

53. No person shall be appointed a proxy

Proxy must bo shareholder.

who is not a Shareholder.
54. The instrument appointing a proxy shall

Proxy form must be deposited, &c.

be deposited at the registered office of the Company not less than forty-eight hours before the time of holding the meeting, and shall bo thenceforth retained by the secretary, manager, or other officer appointed by the Directors.
55. A vote given in accordance with the terms

Votes by proxy not invalidated in certain cases.

of a proxy shall be valid, notwithstanding the previous death of the principal, or revocation of the proxy, or transfer of the share or shares in respect of which the vote is given, provided that no intimation in writing of the death, revocation, or transfer has been received in the registered office of the Company before the meeting.

Powers of Directors.

General 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.

Special powers of Directors and their remuneration.

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.) They may 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 they shall have power to pay out of the funds of the Company all preliminary expenses incurred in establishing the Company.
(2.) They may appoint and at pleasure 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.) They may from time to time establish 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. Such Branches or Agencies may, atthe discretion of the Directors, be conducted either with or without Local Directors; and such Local Directors (if any) shall be appointed by the Directors, who may prescribe and lix the powers, duties, responsibilities, term of office, and remunertion, of such Local Directors, and remove them from office as and when they the Directors shall think fit.
(4.) They may at their discretion invest any funds of the Company in such manner and on such security and terms as they may think fit, and may from time to time vary the investments.
(5.) They may 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 or otherwise, for all purposes in any way connected with the objects or business of the Company.
(6.) They may from time to time raise or borrow such sums of money as they may think necessary or expedient, and may secure the repayment of such sums by mortgages or sub-mortgages of any property, real or personal, belonging to the Company, or by bonds, or other securities, or by bills of exchange, prommissory notes, or other negotiable instruments, and such mortgages or other securities may contain such covenants, powers, and obligations as they may think expedient.
(7.) Until the Company in general meeting shall otherwise determine, a yearly sum not exceeding one thousand pounds shall be paid to the Directors out of the funds of the Company, as remuneration for their services, to be distributed amongst them in such manner as the Directors shall from time to time determine.
(8.) They may in the name and on behalf of the Company appoint 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 authority to provide and use an official seal of the Company. And they may 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 the Attorney or Attorneys of the Company on the other hand, continue in force (notwithstanding the same power may have been revoked or the Company wound up or dissolved) until all and every the 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.
(9.) They shall have power to execute and to authorize the execution of all deeds and documents which they may from tune 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 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.

Rotation of Directors.

62. At the second ordinary meeting after the

Retirement of Directors.

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 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

Method of retirement of Directors.

during the 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

Retiring Director re-elidible without notice.

without notice.

Election of Directors.

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.

If Directors not elected, Board may appoint.

66. If at any meeting, at which an election of Directors ought to take place, the vacancies are not filled up, 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.

Notice of proposal for election as Director.

67. Thirty clear days at least before an ordinary meeting for 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.

Increase or reduction of number of Directors.

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.

Casual vacancy in Board of Directors.

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.

71. The Directors may delegate any of their

Committees Directors.

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

Committee meetings.

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 bo Chairman of such meeting.
73. A committee may meet and adjourn as

Proceedings of committee meetings.

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.

Minutes of all appointments, meetings, &c., to be kept by Directors.

75. The Directors, and Committees of Directors respectively, shall cause minutes to be made in books provided for the purpose—
(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.

77. No dividend or bonus shall be paid othe-

Dividends only payable out of profits, &c.

rwise 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 capital 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.

Debts of share holders may be deducted from dividends.

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.

Dividends, notice of, and unclaimed dividends.

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.

Dividends not to bear interest.

81. No dividend shall bear interest as against the Company whether invested under the last-preceding clause or otherwise.

Receipts of shareholders for dividends, &c.

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 tune being appears 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.

Receipt of joint holders.

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.

Audit.

87. The accounts of the Company shall be

Auditors.

examined, and the correctness of the balance- sheet ascertained, by an auditor or auditors, to be elected by the Company in general meetings.
88. If only one auditor is appointed, all the

Continued.

provisions herein contained relative to auditors shall apply to him.
89. The auditors need not, but may be Share-

Qualifications of auditors.

holders in the Company, and no Director, manager, or other officer of the Company, shall be eligible as auditor during his tenure of office, or within one year after the determination thereof.

Auditors' remuneration.

91. The remuneration of the auditors for the first year shall be fixed by the Directors, and afterwards by the Company in general meeting.

Auditors eligible.

92. An auditor shall be re-eligible on his quitting office.

Auditors, casual vacancy.

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.

Duties of auditors.

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.

Auditors to have access to all books, &c.

95. Every auditor shall, at all reasonable times, have access to all the books and accounts and securities of the Company, and the assistance of the Company's clerks in examining them.

Report of auditors.

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.

Local auditors if appointed.

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 provision hereinbefore contained with respect to auditors of the Company shall apply to the auditors under any such resolution.

Notices.

98. A notice requiring to be served upon any Shareholder for any

Notices, service of

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.
99. All notices directed to be given to the

Notices, when shares hold jointly.

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 share.
100. Every Shareholder resident out of the

Notice to absentess.

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

Notices, proof of Service.

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.

Indemnity.

Indemnity to Directors and Officers, unless wilfully in default.

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 of 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.