1. The capital of the Company shall he increased to £250,000 by the issue of 15,000 new shares of £10 each, and such new shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects with reference to the payment of calls, the forfeiture of shares on non-payment of calls, and in all other respects as if they had formed part of the original issue; and such new shares shall be issued and allotted as from time to time the Directors may deem fit.

2. The Board of Directors, hereinafter called the General Board, shall consist of any number not less than ten and not more than fifteen.

3. Any one member of any firm or co-partnership registered as holding in the aggregate a number of shares not less than at the rate of fifty for each co-partner shall be considered to have the necessary share qualification for election as a Director, either on the General Boards or on any of the Local Boards hereinafter mentioned.

4. The Shareholders for the time being upon the share register of any Province in the Colony of New Zealand may elect a Local Board of Directors in and for such Province, for directing and managing the local affairs of the said Company in any such Province, to consist of such number of Shareholders not exceeding five, as the General Board, upon requisition signed by any one or more Shareholders of the said Company who are bona fide residents in any such Province, entitled alone or in the aggregate to not less than 2,500 registered shares in the Company, shall determine. Such Local Boards shall nominate an Agent of the Company in each Province of New Zealand for which a Local Board shall be so constituted as aforesaid, which nomination shall be confirmed by the General Board, unless, in their judgment, good reasons exist to refuse such confirmation, at their next meeting, which shall be held within one calendar month after notice, in writing, of such appointment by such Local Board shall be given to the General Board. Provided always that the remuneration of such Local Boards and of such Agents, and the nature and extent of their respective powers, shall be subject to such rules and regulations as the General Board shall from time to time determine. The Agent of the Company in every such Province for which a Local Board shall be appointed shall open and keep at his office, in one or more books, a register of the Shareholders of the Company who are actual bond fide residents in such Province, and there shall be entered in each such provincial register the following particulars:—

1. The names, addresses, and descriptions of any of such resident Shareholders, and the shares page 51 held by each of them, distinguishing each share by its number.

All transfers of shares must first be duly entered in the General Register of the Company by the General Secretary, before such transfer shall be notified in any Provincial Register.

No person shall be eligible for election as Director on any Local Board unless he holds the necessary share qualification required to render any Shareholder eligible for election as a Director upon the General Board of Directors, and has his name duly entered on the Provincial Register in respect of such shares; and his tenure of office, as such Local Director, shall be subject to the considerations set forth in Article 30 of the Original Articles of Association.

The powers conferred by the General Board upon any Local Board shall be exercised by such Local Board in reference to, and connection with, the affairs of the Company in the particular Province for which such Local Board shall have been elected, and such powers shall in page 52 no way whatever clash or interfere with the powers and authorities of the General Board. And the decisions, directions, and instructions of the General Board shall, in all cases where they conflict, overrule the decisions, directions, and instructions of any Local Board relating to the same matter.

Any occasional vacancy in any Local Board shall he filled up by the Local Board of the particular Province in the Board of which such vacancy shall occur, by the appointment of a Shareholder qualified for election upon such Board, who shall in all respects stand in the place of his predecessor until the next meeting for the election of Directors for such Local Board.

The Original Articles of Association, having reference to retiring and election of members of the General Board, shall, so far as the same can be made to apply, be held to apply to the retiring and election of any Local Board.

A Board of Advice shall be appointed by the General Board, to sit in London, and assist the Company's Agent there. The number of the members of such Board of Advice shall be in the discretion of the General Board, but the number shall not exceed seven, and members need not necessarily be Shareholders in the Company. The Local Board of each or any Province shall be requested by the General Board, and shall be entitled to nominate members of such Board of Advice in proportion to the number of shares entered on the Provincial Register for the Province for which such Local Board has been constituted, and the General Board shall ascertain how many members each Local Board page 53 is entitled to nominate to the London Board of Advice, and the General Board shall advise such Local Boards, and unless they see reason to the contrary, shall appoint as members of such London Board of Advice the person or persons nominated by such Local Boards. The term of office of such Board of Advice, their remuneration, and powers and authorities exercisable by them, shall be subject to such rules and regulations as the General Board shall fix and determine; but such powers and authorities shall, when given, in no way clash or interfere with the powers and authorities of the General Board. And the decisions, directions, and instructions of the General Board shall in all cases where they shall conflict, over-rule the decisions, directions, and instructions of the Board of Advice relating to the same matter.

Wherever a vacancy shall occur in the Board of Advice, such vacancy shall be filled up by the General Board, upon the nomination of the Local Board of the particular Province by which the retiring member of such Board of Advice was originally nominated.