The Pamphlet Collection of Sir Robert Stout: Volume 88
General Meetings
General Meetings.
Ordinary general meetings when to be held.
An
ordinary general meeting of the Shareholders shall be holden during the month of August in the year one thousand eight hundred and seventy-seven and during the month of August in every succeeding year and such meeting shall be called the general annual meeting and a half-yearly meeting of the Shareholders shall be holden during the month of February in the year one thousand eight hundred and seventy-eight and in every subsequent year and such meeting shall be called the general half-yearly meeting and such meetings respectively shall be held on such day and hour at the office of the Company in the City of Wellington aforesaid (or at such other place) as shall be determined on and appointed by the Board of Directors.The
Board of Directors may at any time call a general meetingSpecial general meetings.
In
case at any general meeting (whether annual half-yearlyOne-fourth of Shareholders necessary to constitute a meeting except for the purpose of declaring a dividend.
General meetings may adjourn
Every
meeting whether annual half-yearly or special shall have power to adjourn at pleasure before the whole of the business to be transacted thereat shall be completed but only for the purpose of completing such business and adjourned meetings may be held at such place and from time to time or from day to day or at such other times as the meeting or the adjournment thereof may decide.Notice of general meetings.
Every
meeting of the Shareholders to be convened by the Board of Directors shall be convened by giving not less than fourteen nor more than thirty days previous notice by advertisement in one or more of the newspapers published in the city of Wellington aforesaid and by circular letters to the Shareholders stating the day hour and place of meeting and also the business to be transacted thereat such letters to be delivered to the respective Shareholders or sent by post directed to them at their respective addresses or places of abode as stated in the Share Register.Business at general meetings
At
the general meeting to be Widen during the month of August in the year one thousand eight hundred and seventy-seven and thereafter at every general annual or half-yearly meeting or at any adjournment thereof respectively the accounts and Auditors' reports of the business property and effects of the Company shall be produced and a special statement of the affairs of the Company and of the assets debts investments liabilities and credits thereof shall be laid before the Shareholder and all other matters shall be transacted which may be necessary or the occasion may require and each such meeting may require the production of the minute books of the Board of Directors and any return and information which it may deem expedient with respect to the property management risks liabilities or business of the Company and may call for any books documents and vouchers and any explanation and information from the Board of Directors Local Directors Auditors officers clerks and servants of the Company with respect to the affairs thereof and may examine allow and confirm or reject the accounts balance sheet and report of the Auditors or Directors so as to bind all the members for the time being of the Company and all persons claiming under them.Who shall preside at general meetings.
At
every meeting of the Shareholders the Chairman of the Board of Directors shall preside If there is no Chairman or if at any meeting from any cause whatever he shall not be present at such meeting or shall decline to preside then a chairman shall be appointed by a majority of the votes of the Shareholders present to preside at such meeting and on all questions where the votes of the Shareholders are equally divided the chairman of the meeting shall have a casting vote in addition to his individual vote as a shareholder (except when the concurrence of three-fourths of the votes is hereby required).Three-fourths
of the votes of the Shareholders presentNew regulations or repeal &c., of provisions of present regulations to be effected by votes of three -fourths of Shareholders at specially called meeting.
If
at any general meeting a difference shall arise uponDifferences arising on questions submitted to general meeting to be determined by show of hands or by ballot.
Every
Shareholder shall have one vote in respect ofVotes of Shareholders.
In
all cases where any person being a Shareholder shallVotes of persons under disability how to be given.
The
votes of every Shareholder may be given in personVotes may be given personall or by proxy.
Attorney deemed lawful proxy.
The
votes of any Shareholder may during his absence from the Province of Wellington be given by his attorney constituted under a letter of attorney to vote and act generally at all meetings of the Shareholders during such absence or under a letter of attorney to act generally in all his affairs in the Colony of New Zealand during his absence abroad and such attorney shall be deemed the lawful proxy of such Shareholder : Provided that such letter of attorney or an attested copy thereof shall be left at the Company's office for inspection two clear days before the meeting at which the same is intended to be first acted upon.Shareholders cannot bind or affect Company otherwise than by resolution at meeting.
The
Shareholders individually or collectively (save by a resolution passed at a meeting to be held and convened as herein provided) shall have no power to bind or affect the Company or the assets thereof or be treated as representing the Company and save so far as any right power and privilege is expressly secured to the Shareholders by these presents they shall have no power or right whatever in the mere character of Shareholders either of controlling the board of Directors or of acting in contravention of any order of the said Board or of interfering with directing or controlling the affairs business or concerns of the Company.Company to have paramount lien on shares for debts due by Shareholders.
For
all debts liabilities and engagements due to or subsisting with the Company by or on behalf of any Shareholder the Company shall in all cases have a paramount lien on the shares of every such Shareholder whether the debts liabilities or Engagements be those of such Shareholders solely or jointly or in partnership with any other person or persons.General Meeting Book. Minutes and their effects.
The
proceedings of the meetings of the Company (whether annual half yearly or special) shall be recorded by the Secretary of the Company in a book or books to be kept for that purpose and to be called "The General Meeting Book" and minutes of such proceedings entered in such book or books shall be signed either at such meetings or within fourteen days next thereafter by the person in the chair or presiding at the meeting whereof such minutes shall have been made and the proceedings of meetings which shall be so recorded shall not be impeached or invalidated by reason of such meeting or the business recorded to have been transacted there at not having been notified or having been in any respect insufficiently or improperly notified to the Shareholders or by reason that any person or persons present at such meeting or voting upon any question was or were not entitled to be present at the meeting or to vote upon such question or upon any ground or objection to the constitution or mode of convening such meeting or as to the irregularity or impropriety of any proceedings recorded to have taken place thereat unless the absence insufficiency or impropriety of such notification or such other ground of objection as aforesaid appear on the record of such proceedings so entered and signed as aforesaid but every entry in the said book purporting to be the record of the proceedings of any general meeting and to have been so signed as aforesaid shall be acknowledged and received by and between the Shareholders as conclusive evidence that the proceedings so recorded did actually take place at the meeting at which by such record they shall be stated to have taken place and that the persons therein stated to have voted or whose votes shall therein be recorded as having been given upon any question were entitled to vote and did actually vote therein and in the manner therein appearing and that the person whose name shall be therein subscribed to such record was chairman at the meeting at which the proceedings thereby recorded took place and that he was a proper person to preside as chairman at such meeting and that such record was duly entered in the book appropriated for the purpose and every general meeting which by any such record so entered and purporting to be so signed as aforesaid shall be stated or appear to have been held shall unless the contrary appear on the face of such report be treated and recognised by all the Shareholders in the Company as having been duly notified summoned convened and held in accordance with these presents and the proceedings of every meeting which shall from time to time be so recorded as aforesaid shall unless the contrary appear on the face of the record thereof be treated acted upon and recognised by all the Shareholders of the Company as having been regular and proper in all respects and every order or resolution which shall appear recorded as part of the proceedings shall so long as such order or resolution shall subsist unrepealed be heated and recognised as valid and binding on the Shareholders and a sufficient authority for all acts and proceedings in conformity therewith notwithstanding such order or resolution may be impeachable or liable to be rescinded on the ground that the persons concerned in voting for or passing the same or any of them were or was disqualified or incapacitated to vote for or pass the same or on any other ground whatsoever.