The Pamphlet Collection of Sir Robert Stout: Volume 88

Articles of Association of the Port Aicholson Mining Investment Company (Limited.)

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 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.

15th. The regulations of table B. as to Directors numbered 44 and 45 shall not apply.

16th. The number of Directors shall be seven and the several persons hereinafter named shall be the first Directors of the Company that is to say—
  • 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.

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.

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.