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The Pamphlet Collection of Sir Robert Stout: Volume 7



General Management, or Board of Directors. Quorum at Board.

The Association shall be managed by a Committee of six persons, to be called the Board of Directors; four to form a quorum.

Retirement of Directors.

One-third of the Board of Directors shall go out of office every year in rotation, but be eligible for re-election; such retirement at the end of the first and second years to be decided by ballot. Each Director shall be separately elected at the annual meeting, and any member intending to offer himself as a new Director at any annual meeting shall give notice in writing thereof, setting forth his name, address, and occupation, to the Manager, at least fourteen days previously to such meeting; and such notice shall forthwith be posted up page 5 in the Offices of the Association, and advertised before the annual meeting in one or more newspapers circulating in the Province of Canterbury. Every Director shall hold at least

Qualification of Directors.

Twenty Investment Shares in the Association, and any Director shall forfeit his seat at the Board of Directors if at any time his monthly payments are in arrears exceeding three months. Provided always, that in the event of any vacancy occurring in the number of Directors during the current year of office, the remaining Directors shall fill up their number provisionally until the next annual meeting.
The Board of Directors shall elect a Chairman from their

Appointment of Chairman.

own body; and such Chairman shall preside at all meetings of the Board of Directors, and at all general or special meetings of the Association. In the event of the absence of the Chairman from any meeting of the Board of Directors, or of the Association, the Shareholders present shall appoint a Chairman for such meeting. At every such meeting, whether of Directors or Shareholders, the Chairman for the time being shall have an original as well as a casting vote.
The Board of Directors shall meet at least once in every

Meetings of Board.

month, at such time and place as may be from time to time agreed upon, to transact the general business of the Association, of which meetings at least one clear day's notice shall be given. At every meeting of the Board of Directors the minutes of the previous meeting shall first be read and confirmed; the Bank-book shall be then produced and inspected, and the amount paid in since the last meeting declared and entered as the first minute.
The Board of Directors shall, two calendar months before

Appointment of Auditors.

every Annual Meeting, appoint two members to act as Auditors of the Association, who shall audit the accounts of the Association, and sign the annual statement of the Association's affairs.
The Board of Directors shall order a full statement of the

Statement of Accounts to be submitted annually.

Association's affairs, specifying in whose custody or possession the funds or effects of the Association shall be then remaining; together with an account of all sums of money received and expended on account of the said Association since the publication of the preceding periodical statement, to be annually prepared and audited seven days at least before the Annual General Meeting of the members at which such statement is to be submitted; and each member shall be entitled to receive, upon application at the Association's Office, a copy of such statement as audited, and a copy of the Directors' intended report, one day at least prior to the General meeting for the submission of the same.
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Payments of Moneys by Association, how to be made.

The Board of Directors shall order the payment of all moneys due from, or to be advanced by, the Association; and all payments above £10 shall be made by them by cheques upon the bankers, signed by two Directors, and countersigned by the Manager. They shall, from time to time, inspect the books kept by the Manager. They may, if they shall think fit, divide themselves into or appoint Executive Committees,

Executive Committees may be appointed.

or an Executive Committee, consisting of two or more Directors, for the more convenient transaction of the business of the Association, provided always that the Chairman for the time being shall be ex-officio a member of every such Executive Committee. The Board of Directors shall have power to appoint agents or other officers, with such remuneration for their services as they shall think fit. A

Fees to Directors.

sum of not less than £150 shall be annually allowed to the Board of Directors for their services, which sum shall be divided amongst them according to attendance.

No Director to vote when personally interested.

No Director shall vote on any question which relates to his individual interest or conduct, nor shall he be present when any such question shall be put to the vote.

Appointment of First Directors.

The Directors whose names are prefixed to these Rules shall be the first Directors of the Association.

Removal of Manager, Solicitor, and Bankers.

The Manager, Solicitors, and Bankers shall not be removed from their respective offices but by a majority of two-thirds of the Directors present at a special meeting called for that purpose; and whenever any of the said officers shall resign or be removed from their said offices, a majority of the Directors present at a special meeting, to be called for the purpose, shall elect a successor or successors.