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The Pamphlet Collection of Sir Robert Stout: Volume 7

VII. Management

VII. Management.

1. The Society shall be managed by a Committee not exceeding

Quorum at Board.

seven persons, to be called the Board of Directors, three to form a quorum.
2. Three of the Directors shall go out of office every year

Retirement of Directors.

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 in the Offices of the Society, and advertised before the annual meeting in one or more newspapers circulating in the City of Wellington.
3. Every Director shall hold at least ten Investment

Qualification of Directors.

Shares in the Society, and any Director shall forfeit his seat at the Board of Directors if at any time his payments are in arrears exceeding three months. Should any Director become bankrupt or insolvent, or compound with his creditors, he shall immediately cease to be a Director. 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.
4. 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 Society. In the event of the absence of the Chairman from any meeting of the Board of Directors or of the Society, 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.
5. 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 page 6 agreed upon, to transact the general business of the Society 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 then be produced and inspected, and the amount paid in since the last meeting, declared and entered as the first minute.

Statement of accounts to be submitted annually.

6. The Board of Directors shall order a full statement of the Society's affairs specifying in whose custody or possession the funds or effects of the Society shall be then remaining; together with an account of all sums of money received and expended on account of the said Society since the publication of the preceeding 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 Society'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.

Payments of moneys by Society, how to be made.

7. The Board of Directors shall order the payment of all moneys due from, or to be advanced by the Society; and all payments shall be made by them by cheques upon the bankers, signed by one Director, one Trustee, 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,

Executive committees may be appointed.

divide themselves into or appoint Executive Committees, or an Executive Committee, consisting of two or more Directors, for the more convenient transaction of the business of the Society, 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 the power to appoint agents or other officers, with such remuneration for

Trustees to be ex officio members of Board.

their services as they shall think fit.

8. The Trustees of the Society shall be ex officio members of the Board of Directors having power to sit at the Board and vote.

No Director to vote when personally interested.

9. 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.

10. The Directors whose names are prefixed to these Rules shall be the first Directors of the Society.
11. The Manager, Solicitors, and Bankers, shall not be removed

Removal of Manager,

from their respective offices but by a majority of the Directors present at a special meeting called for that page 7 purpose; and whenever any of the officers shall resign or

Solicitor, and Bankers.

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.