XI.—General Meetings.

39. The first Ordinary Meeting of the Share-holders shall be held at such time not being more than twelve months after the incorporation of the Company and in such place in Gisborne as the directors may determine.

40. Subsequent Ordinary Meetings shall be held at such time and place as may be prescribed by the Company in General Meetings and if no other time and place is prescribed an Ordinary Meeting shall be held on the first Monday in September in every year at such place in the City of Auckland as may be determined by the Directors.

41. The Directors may whenever they think fit and they shall upon requisition made in writing by any number of Shareholders holding in the aggregate page 15 not less than one-tenth of the Shares of the Company issued convene an Extraordinary Meeting.

42. Upon receipt of such requisition the Directors shall forthwith proceed to convene a meeting If they do not proceed to convene the same within twenty one days from the date of the requisition the re-quisitionists or any other Shareholders holding the required number of Shares may themselves convene a meeting.

43. A notice specifying the place time of meeting and the purpose for which any Extraordinary Meeting is to be held shall be transmitted by post to each Shareholder twenty-eight clear days at least before the day of meeting And no other business than that specified in the notice shall be transacted at such meeting.

44. Twenty-eight clear days' notice shall be given of all Ordinary Meetings and that by advertisement or in such other manner as may be prescribed by the Company.

45. No business shall be transacted at any Ordinary Meeting except the declaration of a Dividend unless a quorum of Shareholders is present at the commencement of such business and such quorum shall consist of not less than ten Shareholders personally present.

46. If within one hour from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of Shareholders shall be dissolved In any other case it shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present it shall be adjourned sine die.

47. The Chairman (if any) of the Board of Directors shall preside as Chairman at every General Meeting of the Company.

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48. If there is no such Chairman or if at any General Meeting he is not present within fifteen minutes after the time appointed for holding the meeting the Shareholders present shall choose some one of their number to be the Chairman of the meeting.

49. The Chairman may with the consent of any General Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

50. At any General Meeting unless a poll is demanded by at least Five Shareholders a declaration by the Chairman that a resolution has been carried and an entry to that effect in the book of the proceedings of the Company shall be sufficient evidence of the facts without proof of the number or proportion of the votes recorded in favour of or against the resolution.

51. If a poll is demanded by Five or more Share-holders it shall be taken in such manner as the Chairman directs and the result of such poll shall be deemed to be the resolution of the Company In the case of an equality of votes at any General Meeting the Chairman shall be entitled to a second or casting vote.