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The Pamphlet Collection of Sir Robert Stout: Volume 7


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

General management. Board of Directors. Quorum at Board.

eight persons to be called the Board of Directors, for to form a quorum.
2. Four of the Directors shall go out of office every year

Retirement of Directors.

rotation but be eligible for re-election, such retirement at the end of the first and second years to be decided by ballot; after that the four Directors who have been longest in office shall retire every year. Each Director shall be separately elected t the annual meeting, and any Member intending to offer himself as a new Director at any annual meeting shall give notice writing thereof setting forth his name address and occupation the Manager at least fourteen days previously to said meeting, and said notice shall forthwith be posted up in the offices of the Society and advertised before the general annual meeting in one or more newspapers circulating in the District of Manawatu.
3. Every Director shall hold at least ten investment shares

Qualification of Directors.

in the Society and any Director shall forfeit his seat at the Board of Directors if at any time his payments are in arreas exceeding three months. Should any Director become bankrut or insolvent or compound with his creditors he shall immediately cease to be a Director. Provided always that in the event if 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, and sub provisional Director shall retire at the same meeting at which the Director in whose place he was provisionally elected would have retired.
4. The Board of Directors shall elect a Chairman from there

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 tire agreed upon, to transact the general business of the Society, of which meetings at least three clear days' notice shall be give. At every meeting of the Board of Directors the minutes of the previous meeting shall first be read and confirmed, the ban- book shall then be produced and inspected, and the amount pal in since the last meeting declared and entered as the fit minute.
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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 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 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.

Payment of monies by Society how to be made.

7. The Board of Directors shall order the payment of all monies due from or to be advanced by the Society and all payments shall be made by them by cheque 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

Executive Committees may be appointed.

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 their services as they shall think fit.

No Director to vote when personally interested.

8. 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.

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

Removal of Manager, Solicitors, and Bankers.

10. The Manager, Solicitors, and Bankers shall not be removed from their respective offices but by a majority of the Directors present at a special meeting called for that purpose, and whenever any of the 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.