44. The Ordinary Board shall be held at such time and place in the City of Christchurch as the Board shall from time to time appoint.

45. Any two Directors may at any time call an Extraordinary Board at the place where the Ordinary Meetings of the Board for the time being are held, by giving not less than seven days' notice, in writing, signed by them or on their behalf, to the other Directors, stating the time and objects of the intended meeting. Such notices shall be sent by Post to the registered address of each Director, and shall be deemed to be given on the day they are posted.

46. The quorum of every Board shall be such number as the Board shall from time to time resolve, and in default of such resolution, and subject thereto, shall be four Directors present, in person.

47. At the first Board to be held after the registration of the Company, and the first Board after every Ordinary General Meeting, a Chairman and a Deputy- page 24 Chairman of the Board may be elected for the current year; but if no permanent Chairman or Deputy-Chairman be elected, the Chairmanship of the Board shall be taken in weekly rotation by one of the Directors present.

48. When the Chairmanship or Deputy Chairmanship becomes vacant during any year, the first Board after notice to the Directors of the vacancy, may elect a Chairman, or, as the case may be, elect a Deputy-Chairman for the rest of the year.

49. In every case of the absence from the Board of the Chairman thereof, a temporary substitute for the Chairman shall be appointed by the Board, unless the Deputy-Chairman is present, in which case he shall be the substitute.

50. The precedure of the Board in matters not provided by these presents shall be regulated by the by-laws or standing orders of the Board, if any, and in default of by-laws or standing orders, and so far as they shall not extend, as the Directors present think fit.

51. Every question at a Board shall be determined by a majority of the votes of the Directors present in person, every Director having one vote; and in case of an equality of votes at a Board, the acting Chairman thereat shall have a second or casting vote.

52. Minutes of the proceedings at every meeting of the Board, and of the attendance of the Directors thereat shall, before the close of such meeting, or with all convenient speed thereafter, be recorded by the Secretary or other officer appointed for the purpose, in a book kept for that purpose, and shall be read at the page 25 next following meeting of the Board, and shall be signed be the Chairman of the meeting to which they relate, or of the meeting at which they are read.

53. The Board may appoint and remove such Committees of their own number as they think fit, and may determine and regulate their quorum, powers, duties, and procedure.

54. Every Committee shall keep minutes of its proceedings, and shall cause them to be signed as directed by Article 52 for the Board Minutes, and shall report them from time to time to the Board.

55. Every Board or Committee minute recorded and signed as hereinbefore directed shall be evidence of the facts therein recorded, and of the regular holding of the Board or Committee Meeting to which it relates, and shall be considered an original proceeding.

56. Each Board or Committee Meeting may adjourn at pleasure for such time as the Directors present determine.