The Pamphlet Collection of Sir Robert Stout: Volume 88
General Meetings
General Meetings.
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.
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, 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 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.