1. The following shall be the Trustees of the Society to wit Vigo Monrad Esq. J.P. and John Taylor Dalrymple Esq. J.P.
2. The Trustees shall hold office permanently subject to the following provisions. In case any one or more of them shall decline or refuse to act or become disqualified or shall be discharged from or incapable of acting either from mental or bodily infirmity, or shall be put out of the jurisdiction of the Supreme Court, or be guilty of any neglect or improper conduct, of which the Board of Directors shall be the only judges, or shall become
bankrupt or insolvent, or shall execute any deed of assignment for the benefit of his creditors, on such refusal to act, disqualification, incapacity, neglect, improper conduct, removal, bankruptey, insolvency, or assignment becoming known to the Board of Directors the said Board shall proceed to enquire thereinto and
may remove such Trustee or Trustees from office, but such removal shall not operate to his or their prejudice as Members of the Society so long as he or they shall conform to the Rules. During the interval between such refusal, death, discharge or resignation of a Trustee and the appointment of a new Trustee the remaining Trustee or Trustees shall be competent to act in the execution of the trusts hereby reposed in them as fully as if no such refusal, death, resignation or removal had taken place. On the refusal to act, death, discharge, resignation &c. of a Trustee or Trustees the Board of Directors shall nominate a new Trustee
Board can elect now Trustees.
or Trustees, subject to the approval of the Members present, it the next annual general meeting or at a special meeting to be called for the purpose, and the appointment of such new Trustee or Trustees shall be signed by three Shareholders and counter-signed by such Trustee or Trustees and the Manager, and duy transmitted to the Registrar of Joint Stock Companies for the Wellington District, to be by him deposited with the Rules of the Society in his custody; and upon such Trustee or Trustees' refusal to act, death, resignation, or removal by the Board of Directors, all and every the deeds papers and other propery belonging to the Society in the possession of such Trustee or Trustees shall be demanded by the Chairman for the time being for and on behalf of the continuing and newly elected Trustee or Trustees; and if the same be withheld, or in case of refusal or transfer his or their estate and interest in any property as security or mortgage to the Society by the representatives of such deceased Trustee or Trustees, or by such resigned or removed Trustee or Trustees, the party or parties so withholding shall be expelled from the Society and shall forfeit all the money he or they may have paid to the Society and all interest or share of the assets thereof and shall be compelled by all legal and equitable means to give up and transfer the same. In case it shall be necessary to bring or defend any action, writ or prosecution, criminal or civil, at law or in equity, touching or concerning the breach or non-performance of any of the articles matters and things herein contained, the same shall be brought and defended by and in the name or names of the Trustee or Trustees for the time being of the Society, and they or he shall be indemnified against all losses and damages by them or him sustained in consequence of being a party or parties to such proceeding. Provided always that no such proceedings shall be taken in defended without the approbation of a majority of the Members present at a duly convened meeting of the Members of the Board of Directors.
3. The Trustees shall have full power under the direction of the Board for the time being to sell and dispose of all property-belonging to the Society, whether the then Trustees are the same whose names are inserted in the deeds and writings relating to such property or not. All receipts given by the Trustees for the time being shall be good and sufficient discharges to any purchaser or purchasers of any hereditaments and premises which shall be sold pursuant to the Rules of the Society or otherwise howsoever, and any conveyance assignment or other assurance by the Trustees for the time being of property vested in any former Trustee or Trustees shall be sufficient both in law and in equity to transfer and vest the whole estate or interest of such former Trustee or Trustees therein as effectually as if the Trustee or Trustees for the time being were the parties to whom such security had been originally given.
Complaint against Trustee.
4. When any complaint shall have been made against any Trustee, notice thereof in writing shall be sent by the Manager to such Trustee seven clear days before a special meeting convened for the purpose of investigating the complaint is held, and any Trustee removed from his office by the Board of Directors shall have liberty of appeal from their decision to a special meeting of the Members of the Society upon giving fourteen clear days' notice in writing to the Manager.
Continuing Trustees and Directors to, act during vacancy.
5. During any vacancy in the number of Trustees or Directors the continuing Trustees or Directors shall be competent to act as fully as if they were the sole Trustees or Directors of the Society.