Title: Deed of settlement of the Bank of New Zealand, dated 2nd July, 1861. Incorporated by Act of the General Assembly of New Zealand, passed 29th July, 1861

Author: Bank of New Zealand

In: The Pamphlet Collection of Sir Robert Stout: Volume 7

Publication details: Victoria University of Wellington Library, Wellington

Part of: The Pamphlet Collection of Sir Robert Stout

License: Creative Commons Attribution-Share Alike 3.0 New Zealand Licence

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Marginal References on the Deed of Settlement.

Clause.

	Preamble.
	General Mutual Covenant
1.	Association
2.	Agreement to Observe the Articles
3.	Management to be in Directors and Rights of Individual Partners renounced
4.	Power to Apply for Act of Council and Submit to Conditions
5.	Objects of the Company
6.	Places of Business
7.	Capital of the Company
8.	Agreement to Pay Deposit and Instalments on Shares
9.	Calls of Instalments on Shares
10.	Interest on and Recovery of Calls
11.	Agreement to Pay Calls to meet Losses
12.	Forfeiture of Shares on Default Forfeiture may be Discharged
13.	Creation of New Shares
14.	New Shares vested in President until Assigned to Purchasers
15.	Original Assignment of New Shares
16.	Sale and Transfer of Forfeited Shares
17.	Rights and Liabilities of Proprietors
18.	Capital and Property of the Company to be Personalty without Survivorship
19.	Shares Transferable
20.	No Transfer till Calls paid up
21.	Debts of Individual Proprietors to give a lien on their Shares
22.	Limit to number of Shares held by one Proprietor
23.	Execution of Deed condition precedent to Proprietorship
24.	Execution of Deed not to confer Rights unless Deposit and Calls then due be paid
25.	Rights suspended if Calls overdue
26.	Transferee of Shares to execute Deed unless previously executed by him in respect of other Shares
27.	Of Joint Proprietors one only to be recognised for certain purposes
28.	Transferor released from liability
29.	Custody of Deeds of Transferpage ii
30.	No trusts to be noticed unless the Directors think fit
31.	No Legatee next of kin or cestuique Trust to be recognised but Executor or Administrator only
32.	As to Shares of Female Proprietor on her marrying and of deceased Lunatic and Insolvent or Bankrupt Proprietor Sale of such shares if not taken up by party entitled
33.	Transmission of Shares by other means than transfer to be authenticated by a Declaration
34.	Proof of Transmission by Marriage Will &c.
35.	Certificates of Shares
36.	Constitution and general power of Board of Directors
37.	Qualification of Directors
38.	Removal of Unqualified Director
39.	Provisional Directors for initiatory matters
40.	Election of first ordinary Directors and Auditors
41.	Retirement of Directors
42.	Resignation of Directors and Removal by Proprietors
43.	Filling of casual vacancy in the Direction
44.	Notice by Candidates for the office of Director
45.	Mode of Election of Directors.
46.	In case of equality of Votes
47.	Defects in Election or Appointment of Directors or officers not to invalidate Acts but upon discovery the Officers to retire or be removed.
48.	New Director and Auditor to declare acceptance until which retiring Director or Auditor to continue in office
49.	Penalty on unqualified Directors acting
50.	Remuneration to Directors
51.	Directors to regulate the order of their proceedings and times of Meeting
52.	Resolution of Directors may be rescinded
53.	Majority of Directors to decide questions but President or other Chairman to have a casting vote
54.	Director not to vote where himself or certain relations interested
55.	Upon protest of two Directors against any Discount &c. of £2000 the same to be withheld
56.	Minutes to be kept of proceedings at Meetings of Directors
57.	General powers of Board of Directors
58.	Power of Board of Directors to make Bye Laws
59.	Establishment of Branches
60.	Directors to regulate the form and signature of Bank Notes
61.	Power to take or build Land or Houses for Offices &c.
62.	Power to take Lands Houses &c. &c. in payment &c. of Debtspage iii
63.	Power to take Lands &c. in security for Debts previously incurred
64.	Power to take liens on Wool and Mortgages on Stock &c.
65.	Regular and Distinct Books to be kept
66.	Directors empowered to raise Money by negotiating securities of Bank, &c.
67.	Delegation to one or more of the Directors power to transact particular business
68.	Election of President
69.	Directors to appoint Officers Clerks &c. and to regulate Salaries and fix Duties
70.	Officers &c. to give security
71.	Appointment and power of Branch Managers and Directors
72.	Branch Managers to give security
73.	Remuneration.
74.	Removal
75.	Half-yearly General Meetings of Proprietors
76.	Business of Half-yearly General Meetings
77.	Calling of Special General Meetings
78.	Notice of Meetings
79.	Special General Meetings in cases of emergency
80.	Notices by Circular Letters
81.	Proof of Notice by Circular Letters
82.	Power of General Meetings to make New Laws and Regulations
83.	Defective Votes not to invalidate Proceedings of General Meetings
84.	Number of Votes and mode of Voting at General Meetings Votes by Proxy
85.	Proxy to be in writing and to be deposited
86.	Effect of proxy
87.	Proprietors being paid Officers except Director and Solicitor not to vote at Meetings
88.	Chairmanship of Meetings of Proprietors and casting vote
89.	Exclusion of the votes of Proprietors specially interested in any question
90.	Adjournment of Meetings for insufficient attendance
91.	Notification of such adjournment
92.	Directors' Reports and Balance Sheets and Auditors' Reports to be communicated to Proprietors by Letter
93.	Minutes of Proceedings at Meetings and their effect
94.	Appointment and Powers of Auditors
95.	Qualification of Auditors
96.	Appointment of Auditors ad interim on Death Resignation, &c.
97.	Remuneration to Auditors
98.	Half-yearly Audit and Balance Sheet
99.	Bad and doubtful Debts to be deducted from Profits half-yearlypage iv
100.	Further Audit may be called for
101.	Director's half-yearly Report
102.	Payments to Reserve Fund out of Profits
103.	Augmentation of Reserve Fund
104.	Declaration of Dividend
105.	As to Dividends upon Shares on which Calls are in arrear
106.	Obligation of Secrecy
107.	Proprietors to pay their individual Debts to the Company without requiring Account to be taken of the Partnership
108.	Power to commence and defend Actions, &c. To abandon compromise or refer to arbitration To compound give time &c. To prosecute Criminally
109.	Partnership not to be set up as a bar to any Action or suit being sustainable Board of Directors to produce this Deed on Trial of Action Effect of the Provisions herein contained Forfeiture by party acting in contravention of this article
110.	Service of Notice on the Company
111.	Printed Copies of this Deed verified by Signature of the Secretary to be evidence
112.	Reimbursement to individual Proprietors in respect of execution upon adjudgment against the Company
113.	Remedy if not reimbursed out of the Property of the Company Covenant to pay rateably Limitation of Liability
114.	Indemnity to Officers in respect of their Acts
115.	Officers to be chargeable only in respect of their individual receipts and acts And not to be responsible except for wilful default or neglect
116.	General provision for Dissolution of Company
117.	Notwithstanding resolution to dissolve all the powers of the Directors and Proprietors to be retained till affaire closed
118.	Dissolution in case of losses
119.	Provision for calls to make up deficiencies in the assets or to meet emergencies
120.	Reduction and return of surplus Capital with power to recall
121.	Partnership not to be dissolved except as hereby provided
122.	Affairs of Company to be entirely closed in twelve months from final division upon dissolution
123.	Power to take the benefit of Insolvent Law or of any Law for the winding up of Joint Stock Companies
124.	Interpretation Clause
	The Act