The Pamphlet Collection of Sir Robert Stout: Volume 88

General Meetings

General Meetings.

29.

The

Board of Directors may at any time call a general meeting

Special general meetings.

of the Shareholders to be held at the Company's office or elsewhere in the City of Wellington aforesaid as the Board of Directors shall appoint and one-fifth in number or more of the Shareholders for the time being may at any time by writing under their respective hands require the Board of Directors to call a general meeting of the Shareholders for any purpose relating to the Company by causing a requisition in writing under their hands to be addressed to and left for the Board of Directors at the office of the Company in the City of Wellington at least one calendar month previous to the day therein named for such meeting specifying the object for which such meeting is required and the hour at which it is desired such meeting should be held and the Board of Directors shall within ten days after the receipt of such requisition call a meeting of the Shareholders accordingly such meeting to be held at the Company's office or elsewhere in the City of Wellington on the day and hour fixed by the requisition or otherwise the requisitionists may call such meeting themselves by circular letters to the Shareholders and by advertisement in one or more of the public newspapers published in the City of Wellington aforesaid in which case the meetings shall he held in the Company's office or elsewhere in the City of Wellington on the day and hour fixed in such circular letter or advertisement but in no ease shall the day fixed be less than one calendar month after the expiration of such ten days as aforesaid and the meetings so to be held shall be called "special general meetings."

General meetings may adjourn

31.

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.

32.

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

33.

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.
35.

Three-fourths

of the votes of the Shareholders present

New regulations or repeal &c., of provisions of present regulations to be effected by votes of three -fourths of Shareholders at specially called meeting.

in person or by proxy representing three-fourths of the shares for the time being issued given at a general meeting specially called for that purpose shall he competent and necessary to make new laws regulations and provisions for the Company or to repeal alter or vary all or any of the provisions herein contained or all or any of the then existing laws and regulations of the Company or to remove any Director or any Auditor or to increase or diminish the number of Directors but upon all other questions or business to be transacted at any meeting (unless herein otherwise specially provided) a majority of the votes of the Shareholders present in person or by proxy and not declining to vote shall decide and the determination of the Shareholders as expressed by the votes or majority of votes hereby required shall be binding on the Company and all the individual Shareholders therein whether voting or not or whether present or absent.
36.

If

at any general meeting a difference shall arise upon

Differences arising on questions submitted to general meeting to be determined by show of hands or by ballot.

any question submitted to such meeting it may be determined in the first instance by a show of hands but if any five of the Shareholders at such meeting who shall be registered in the Register of Shareholders shall by any writing under their hands (delivered to the chairman presiding at such meeting or the Secretary before such meeting shall close or shall be adjourned) require that a ballot shall be taken from all Shareholders in the Company in reference to such question then (although the opinion of the Shareholders present at such meeting may have been taken thereon by show of hands previously to such ballot being required) a ballot shall be had and taken at such place and time and under such regulations as to the notice thereof and as to the appointment of serutineers of such ballot and otherwise as to the conduct of such ballot as shall be determined on by the chairman of the meeting at which such ballot shall have been demanded.
37.

Every

Shareholder shall have one vote in respect of

Votes of Shareholders.

the share or shares of which he is the holder but no Shareholder shall be entitled to more than one vote however great a number of shares he may hold.
38.

In

all cases where any person being a Shareholder shall

Votes of persons under disability how to be given.

by reason of infancy lunacy idiocy or other cause be or become incapacitated or incompetent to act it shall be lawful for the guardian trustee or committee (as the case may be) of such person to vote in respect of the shares which he may hold or be entitled to.

Attorney deemed lawful proxy.

40.

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.

41.

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.

42.

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.

43.

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.