XIV.—Powers of Directors.

81. The business of the Company shall be managed by the Directors who may exercise all such powers of the Company as are not by the "Joint Stock Companies' Act 1860 " or any other Act amending the same or by these articles declared to be exercisable by the Company in General Meeting subject nevertheless to any regulations of these Articles to the provisions of the said Act and to such regulations being not inconsistent with the said regulations or provisions as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior Act of the Directors which would have been valid if such regulation had not been made.

82. Subject to but without restraining the generality of the last preceding regulation the Directors shall have power to do all acts and things which they may consider proper or advantageous for accomplishing the objects and carrying on the business of the Company And in particular they shall have power to do the following things:—

(a.)	They may commence the business of the Company as soon as they shall see fit.
(b.)	They may appoint and at pleasure remove any Manager Agents Officers Clerks or Servants as they shall from time to time deem expedient and may determine the page 24 powers and duties of such Manager Agents Officers Clerks or Servants and fix their salaries and emoluments.
(c.)	They may at their discretion pay for any Property or Rights acquired by or services rendered to the Company either wholly or partially in Cash or in Shares Bonds Debentures or other Securities of the Company and any such Shares may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon and any such Bonds Debentures or other Securities may be either specifically charged upon all or any part of the Property of the Company and its uncalled Capital or not so charged.
(d.)	They may secure the fulfilment of any contracts or engagements entered into by the Company or the payment of any Mortgage Debentures or other securities by Mortgage or charge of all or any of the property of the Company and its unpaid capital for the time being or in such other manner as they may think fit.
(e.)	They may attach to any Shares to be issued as the consideration or part of the consideration for any Contract with or property acquired by the Company or in payment of services rendered to the Company such conditions as to the transfer thereof as they think fit.
(f)	The Directors shall have power to accept the surrender of all Scrip for Original Shares issued prior to the 20th March 1883 and may issue new Scrip of equal value for the same provided that new Scrip issued for Original Scrip so surrendered shall be and page 25 be made subject to the same restrictions and limitations and conditions as the Original Shares were subject to.
(g.)	They may appoint any person or persons to accept and hold in trust for the Company any property belonging to the Company or in which it is interested and may execute and do all such deeds and things as may be requisite to vest the same in such person or persons.
(h.)	They may institute conduct defend compound or abandon any legal proceedings by and against the Company or its Officers or otherwise concerning the affairs of the Company and also may compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.
(i.)	They may refer any claims or demands by or against the Company to arbitration and observe and perform the awards.
(j.)	They may make and give receipts releases and other discharges for money payable to the Company and for claims and demands of the Company.
(k.)	They may invest any of the monies of the Company not immediately required for the purposes thereof upon such securities and in such manner as they may think fit and they may from time to time vary or realise such investments.
(l.)	They may before recommending any dividend set aside out of the profits of the Company such sum as they think proper as a Reserve Fund to meet contingencies or for page 26 repairing improving and maintaining any of the property of the Company and for such other purposes as the Directors shall in their absolute discretion think conducive to the interests of the Company and they may invest the several sums so set aside upon such investments as they may think fit and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and they may divide the Reserve Fund into such special funds as they think fit.
(m.)	They may from time to time make vary and repeal Bye-laws for the regulation of the business of the Company its Officers and Servants or the Members of the Company.
(n.)	They may enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts deeds and things in the name and on behalf of the Company as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Company.
(o.)	They may in the name and on behalf of the Company appoint any person or persons to be the Attorney or Attornies of the Company for and in the name and on behalf of the Company to execute all or any Deeds or Instruments whatsoever to carry out any instructions or resolutions of the Company or the Directors and to do any acts whatsoever And they may empower such Attorney or Attornies to execute any such Deeds or Instruments under the Private Seal or Seals of such Attorney or Attornies instead of the Common Seal of the Company And every power purporting to be granted page 27 by the Company as aforesaid shall as between the Company their Successors and Assigns on the one hand and the person or persons dealing with the Attorney or Attornies of the Company on the other hand continue in force (notwithstanding the same power may have been revoked or the Company wound up or dissolved) until all and every the Attornies to whom the same power is given shall have received notice of such revocation winding up or dissolution.
(p.)	They may by their Attorney or otherwise appoint a Directorate of not more than five persons to act for the Company within Great Britain and Ireland and such apppointment shall ipso facto entitle and authorise the Directors so appointed to exercise all the powers and authorities which the Ordinary Directors themselves may or might exercise under these Articles in so far and to such extent as necessary or required in the carrying out of any of the objects of the Company which the Directors in New Zealand have resolved shall be undertaken and in the promotion and management of such business within Great Britain and Ireland.