.jpg)
The Pamphlet Collection of Sir Robert Stout: Volume 88
Articles Of Association of the Union Fire & Marine Insurance Company of New Zealand
page break.gif)
1. Table "B" annexed to the "Joint Stock Companies' Act, 1860," shall not apply.
2. In the construction of these Articles, unless there is something inconsistent in the context—
3. The Company shall keep a Register of Shareholders at the registered office of the Company in the city of Christchurch, and such Register shall contain the following in addition to any other particulars which the Directors may consider expedient:—
page 9.gif)
7. No person shall be deemed to have accepted any share in the Company unless, being an original applicant for such share, he shall have signed a written or printed application
page 10.gif)
8. The capital of the Company shall be payable as follows, that is to say :—2s. 6d. per share shall be paid by each intending shareholder upon his application in writing to the said Company, for shares; a further sum of 2s. 6d. per share upon allotment of shares to each applicant, or such sum as together with the said 2s. 6d. per share paid upon application as aforesaid shall make up the sum of 5s. per share upon the number of shares actually allotted to each applicant; and the further sum of 15s. per share upon the number of shares allotted to or held by each shareholder for the time being, making in all One Pound per share. Such last-mentioned sum of 15s. per share to be payable to the Company in six successive calls of 2s. 6d. each per share, at intervals of four months, which shall be due as follows, that is to say : —
.gif)
Union Bank of Australia in New Zealand, or at such other place or places in New Zealand as shall from time to time be appointed by the Directors for that purpose. For all purposes the aforesaid calls shall now be deemed to be made and no other notice shall be necessary, and every shareholder shall remain liable for any of the said calls which may remain unpaid, and for all interest or expenses thereon so long as such shares shall remain on the Register in the name of such shareholder; but there shall be posted to the address of each shareholder, according to the Register, not less than fourteen days before the due date of each of the before-named six calls, a reminder of the amount due by the said shareholder according to the Register upon the first day of the month preceding the due date of each of such calls. The Directors shall have power to postpone the due dates of any of the said calls if they shall think fit. As to the remaining unpaid capital of the Company beyond the aforesaid total sum of One Pound per share, no further call shall be made except as hereinafter provided, without the sanction of an extraordinary general meeting of the shareholders of the Company for the time being, to be duly convened for that purpose; and whenever any such further call shall have been so sanctioned the same shall be deemed to have been made at the time when the resolution of such extraordinary general meeting authorising such calls shall have been passed; and any such call as last aforesaid shall be and become payable at such time or times and such place or places as shall be named or appointed by the Directors.
page 12.gif)
9. If an emergency arise, which in the opinion of the Directors makes it expedient that a call or calls should be made upon the shareholders, the Directors may make such call or calls at such time or times and in such manner as they shall think fit, without it being necessary to refer the matter to a general meeting of the Company.
10. If before or on the day appointed for payment any shareholder does not pay the amount of any call to which he is liable, then such shareholder shall pay interest for the same at the rate of fifteen pounds per cent, per annum from the day appointed for the payment thereof to the time of the actual payment.
11. The Directors may, if they think fit, receive from any of the shareholders willing to advance the same, all, or any part of the monies due upon the respective shares beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Directors may pay interest at such rate as the shareholder paying such sum or sums in advance and the Directors may agree upon.
12. The instrument of transfer of any share in the Company shall be executed both by the transferor and the transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the proper Register in respect thereof.
page 13.gif)
14. The Directors may decline to register any transfer of shares made by a shareholder who is indebted to the Company.
15. The Directors may refuse to register the transfer of a share, the registered owner where of, or his estate, either alone or jointly with any other person or estate, is indebted to the Company for any call or instalment, or interest, or other charge there on, notwithstanding the amount may not be then due or immediately recoverable; or if the transferee fail to produce to and leave with the secretary, manager, or other officer appointed by the Directors, the certificate of the share, if required so to do; or if the Directors consider the proposed transferee to be an irresponsible person, or (without assigning any reason) object to
page 14.gif)
admit him as a member. And no transfer of a share shall be made to any person who shall not be approved of by the Directors, and they shall have absolute discretion, not control able by any court of law or equity, as to accepting or rejecting the transferee, and shall not be bound to give any reason for their rejecting him.
16. Every shareholder shall be entitled to a certificate under the common seal of the Company, specifying the share or shares held by him and the amount paid up thereon; and upon any transfer of shares the sum of two shillings and sixpence shall be payable to the Company.
17. If such certificate is worn out or lost it
18. The transfer books shall be closed during the six weeks immediately preceding the ordinary general meeting in each year, or for such lesser period as the Directors may from time to time determine.
19. The executors or administrators of a deceased shareholder shall be the only persons recognised by the Company as having any title to his share.
20. Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any shareholder, or in consequence of the marriage of any female shareholder, or in any other way than by transfer, may be
page 15.gif)
with the consent of the Directors registered as a shareholder upon such evidence being produced as may from time to time be required by the Directors.
.gif)
26. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect: Provided that no share shall be forfeited unless the call due in respect thereof shall be at least four months in arrears.
27. Any shares so forfeited shall be, and be deemed to be the property of the Company, and may be disposed of in such manner as the Company thinks fit.
28. Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls and interest thereon owing upon such shares at the time of the forfeiture.
29. A statutory declaration in writing that the Call in respect of a share was made, and notice thereof given, and that default in payment of the Call was made, and that the forfeiture of the share was made by a resolution of the Directors to that effect, shall he sufficient evidence of the facts therein stated as against all persons entitled to such share; and such declaration and the receipt of the Company for the price of such share shall constitute a good title to such share, and a certificate of proprietorship shall be delivered to a purchaser, and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase, and he shall not be bound to see to the application of the purchase money, nor shall his title to such share be affected by any irregularity in the proceedings in reference to such sale.
.gif)
36. Any requisition so made by the share, holders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.
37. Upon the receipt of such requisition the Directors shall forthwith proceed to convene general meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.
38. Twenty-one days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held, shall be given by advertisement, or in such other manner (if any) as may be prescribed by the Company.
39. Any shareholder intending to bring forward any special resolution at any ordinary general meeting shall give to the Directors not less than thirty days' previous notice by leaving a copy of such intended resolution at the Registered office of the Company; and, in such case, it shall be the duty of the Directors to express in the notice calling such ordinary general meeting the general nature of such resolution.
40. No business shall be transacted at any 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, who shall together hold or
page 19.gif)
represent by proxy not less than one-tenth of the whole number of shares in the Company.
.gif)
45. At an ordinary or extraordinary general meeting of the Company, unless a poll is demanded in writing by at least five shareholders or by a shareholder or shareholders holding in the aggregate at least one-twentieth part of the paid-up capital of the Company, or ordered by the chairman to take place at the time, a declaration of the chairman that a resolution put to the meeting has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes given by show of hands or otherwise in favour of or against the resolution. If a poll is demanded upon any resolution, the same shall be taken at such time, either at or within fifteen days after the meeting, at such place and in such manner as the chairman shall direct; and the declaration of the chairman, or of the Director or Directors whom the chairman shall appoint to ascertain the result of the poll that the resolution has been lost or carried, shall be conclusive evidence thereof.
46. Except for the first passing of a special resolution, a simple majority of votes upon any question submitted to a general meeting shall bind the Company.
47. Shareholders may appear and vote at meetings either personally or by proxy, or by their attorneys duly appointed under power of attorney, which shall he produced to the secretary, manager, or other officer appointed by the Directors, at least forty-eight hours previous to the meeting, and such attorneys may appoint proxies for the shareholders whom they represent, but no proxy shall be appointed who is not a member.
page 21.gif)
.gif)
51. No shareholder shall be entitled to take part in the proceedings, or vote at any meeting or poll, unless all calls, or interest, or other charges thereon due from him have been paid. Nor shall a shareholder vote in respect of any share which has not stood in his name on the register for one calendar month next preceding the meeting.
52. The appointment of a proxy for meetings generally shall he in the form or to the effect following, that is to say :—
53. No person shall be appointed a proxy who is not a shareholder.
54. The instrument appointing a proxy shall be deposited at the registered office of the Company not less than forty-eight hours before the time of holding the meeting, and
page 23.gif)
shall he thenceforth retained by the secretary, manager, or other officer appointed by the Directors.
58. 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 Acts of the General Assembly of the Colony of New Zealand, or by these articles declared to be exercisable only 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.
59. 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 the specific power to do the following things:—
61. The continuing Directors may act notwithstanding any vacancy in their body.
62. At the first ordinary meeting after the incorporation of the Company, and at the first ordinary meeting in every subsequent year ensuing the incorporation of the Company, one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall
page 29.gif)
retire from office. Provided that the first Board of Directors shall hold office for at least one year from the date of the incorporation of the Company.
68. The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.
69. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.
70. The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business, and may elect a Chairman and Deputy-Chairman, and determine the period for which they shall hold office. In the absence of the Chairman and Deputy-Chairman, the Directors present shall choose one of their number to act as Chairman of the meeting. Questions arising at any meeting shall be determined by a majority of votes. In case of an equality of votes, the Chairman of the meeting, in addition to his original vote, shall have a casting vote. The Chairman, or in his
page 31.gif)
absence the Deputy-Chairman, shall at the request of any two Directors, or in the absence of the Chairman and Deputy-Chairman, any two Directors may at any time summon a meeting of the Directors, and until otherwise determined three Directors shall be a quorum at any meeting.
75. The Directors shall cause minutes to be made in books provided for the purpose
76. The Directors may from time to time, with the sanction of the Company in general meeting, declare and pay a dividend to the shareholders, and they may at any time or times, with the like sanction, declare and pay a bonus to the shareholders. The Directors may also, before recommending or declaring any dividend or bonus, cause to be reserved out of the net profits of the Company, and
page 33.gif)
to be carried to such separate account as they may direct in the accounts of the Company, any sum which they may think proper or desirable for equalising dividends to be paid at half-yearly or other periods, repairing or maintaining buildings or other works, or covering loss by depreciation or diminution in value of the Company's property, or for meeting any future or unforeseen expenditure or contingencies of risk, liability, or loss; but any such reserve fund and the income thereof, and all the accumulations made therefrom shall at any time be applicable to any purposes to which either the capital or the revenue for the time being of the Company, or any part thereof, may, for the time being, be applicable.
.gif)
79. The Directors may deduct from the dividends or interest payable to any shareholder any money due from him to the Company on account of calls or otherwise.
80. Notice of any dividend that may have been declared shall be given to each shareholder, or sent by post or otherwise to his registered address, and all dividends unclaimed for one year after having been declared shall be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.
81. No dividend shall bear interest as against the Company.
82. The receipt, or an endorsement by signature on the Bank order for the payment of the money, of the person whose name for the time being appears on the register of shareholders as the owner of any share, or of his executors or administrators, shall be a good discharge to the Company in respect of all payments made in respect of the share.
83. If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts as aforesaid, for any dividends payable in respect of such share.
84. No shareholder, unless he be a Director, or auditor, or an officer, clerk, accountant, or other person, whose duty requires him to do so, shall be entitled to inspect the books, accounts, documents, or writings of the Company, except such as shall he produced for that purpose at a general meeting.
page 35.gif)
.gif)
91. The remuneration of the auditors for the first year shall be fixed by the Directors, and afterwards by the Company in general meeting.
92. An auditor shall be re-eligible on his quitting office.
93. If no election of auditor is made in manner aforesaid, or if an occasional vacancy in the office should occur, an auditor or auditors may be temporarily appointed by the Directors.
94. Every auditor shall be supplied with a copy of the balance-sheet, and it shall he his duty to examine the same with the accounts and vouchers relating thereto.
95. Every auditor shall, at all reasonable times, have access to all the books and accounts and securities of the Company, and the assistance of the Company's clerks in examining them.
96. The auditors shall make a report to the shareholders upon the balance-sheet and accounts, and their report shall be read, together with the report of the Directors, at the ordinary meeting.
97. The Directors, or the Company by resolution of a general meeting, may direct that there shall be a local auditor, or local auditors, of the accounts of the Company, in respect of any office or offices of the
page 37.gif)
Company, within or beyond the Colony of New Zealand, and may appoint such auditor or auditors, and save as the resolution shall otherwise direct, the provision herein before contained with respect to auditors of the Company shall apply to the auditors under any such resolution.
.gif)
101. All notices, if served by post, shall he deemed to have been served at the time when the letter containing the same was posted; and to prove the service it shall he sufficient to prove that the letter containing the notice was properly addressed and stamped, or paid for and put in a Post-office.
102. All notices, if any, required by law, to be given by advertisements, shall be advertised in a newspaper or newspapers appointed for the purpose by the Directors.
103. Directors, managers, and other officers of the Company shall be indemnified by the Company against all losses and expenses incurred by them in or about the discharge of their duties, except such as happen from their own wilful act, neglect, or default. No Director shall be responsible for any other Director, or for any officer, clerk, or servant of the Company, or for any loss or expense happening to the Company by the insufficiency or deficiency of value of or title to any property or security acquired or taken on behalf of the Company, or by the bankruptcy or tortious act of any customer or debtor of the Company, or by anything done in the execution of the duties of his office or in relation thereto, or otherwise than for his own wilful act or default.
104. Every dispute or difference which shall arise between the Company and any of the shareholders, their heirs, executors, administrators or assigns, touching the matter, intent,
page 39.gif)
or construction of these presents, or any of the regulations of the Company, or touching any act, deed, or thing to he done, executed, omitted, or suffered in pursuance of these presents, or of the Joint Stock Companies' Act, 1860, and the Joint Stock Companies' Amendment Act, 1862, or otherwise relating to any of the affairs of the Company, may he referred to two arbitrators or their umpire, pursuant to, and so as with regard to the mode and consequence of the reference, and in all other respects to conform to the provisions with respect to arbitration contained in the Act of the General Assembly of the Colony of New Zealand, instituted the "Supreme Court Practice and Procedure Amendment Act 1866," or any then subsisting statutory modification thereof.
Articles Of Association of the Union Fire & Marine Insurance Company of New Zealand
It is agreed as follows :
The following shall he the Regulations of the above-named Company, which is hereinafter referred to as "The Company."
Preliminary.
Table "B" not to apply.
Interoperation of words.
Words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number; words importing the masculine gender only shall include the feminine gender, and words applicable to persons shall apply to incorporated Companies.
Register of Shareholders.
Register and contents.
| (1.) | The name and address and the occupation (if any) of, and the number of shares held by each shareholder, distinguishing each share by its number. |
| (2.) | The amount paid on the shares of each shareholder. |
| (3.) | The date at which the name of any person was entered in the Register as a shareholder. |
| (4.) | The date at which any person ceased to be a shareholder in respect of any share or shares. |
4. The Register of Shareholders, except
when closed as hereinafter mentioned, shall, during business hours, but subject to such reasonable restrictions as the Company may in general meeting impose, be open to the inspection of any shareholder in the Company.
Register, when open for inspection.
5. The Register of Shareholders shall be
evidence of any matter directed by these Articles to be inserted therein.
Register, evidence of contents.
6. No notice of any trust expressed, implied,
or constructive, shall be entered on the Register of Shareholders or be receivable by the Company, and every person who has accepted a share and whose name is entered on the said Register of Shareholders, and no other person, shall be deemed to be a shareholder in the Company.
Register, notice of trust not receivable.
Shares.
Shares. Definition of share holder, and limitation of holding.
cation for the same, and the same shall have been allotted to him by or on behalf of the Company, or being a transferee of any share or shares lie has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs. No person shall be registered as the holder of more than Fifteen hundred shares in the Company, either in his own name, or jointly with any other person or persons.
Capital and calls, how payable.
- No. 3—2s. 6d. per share upon the 1st day of February, 1878.
- No. 1—2s. 6d. per share upon the 1st day of June, 1878.
- No. 5—2s. 6d. per share upon the 1st day of October, 1878,
- No. 6—2s 6d. per share upon the 1st day of February, 1879.
- No. 7—2s. 6d. per share upon the 1st day of June, 1879.
- No. 8—2s. 6d. per share upon the 1st day of October, 1879.
Union Bank of Australia in New Zealand, or at such other place or places in New Zealand as shall from time to time be appointed by the Directors for that purpose. For all purposes the aforesaid calls shall now be deemed to be made and no other notice shall be necessary, and every shareholder shall remain liable for any of the said calls which may remain unpaid, and for all interest or expenses thereon so long as such shares shall remain on the Register in the name of such shareholder; but there shall be posted to the address of each shareholder, according to the Register, not less than fourteen days before the due date of each of the before-named six calls, a reminder of the amount due by the said shareholder according to the Register upon the first day of the month preceding the due date of each of such calls. The Directors shall have power to postpone the due dates of any of the said calls if they shall think fit. As to the remaining unpaid capital of the Company beyond the aforesaid total sum of One Pound per share, no further call shall be made except as hereinafter provided, without the sanction of an extraordinary general meeting of the shareholders of the Company for the time being, to be duly convened for that purpose; and whenever any such further call shall have been so sanctioned the same shall be deemed to have been made at the time when the resolution of such extraordinary general meeting authorising such calls shall have been passed; and any such call as last aforesaid shall be and become payable at such time or times and such place or places as shall be named or appointed by the Directors.
Calls on emergency.
Calls, interest on overdue.
Calls paid in advance.
Transfer of Shares.
Transfer, Execution of.
Transfer, form of.
13. Shares may be transferee! in the following form, or to the like effect:—
"I ___ of ___ in consideration of the sum of paid to me by ___ of ___ do hereby transfer to the said ___ shares numbered in "The Union Fire and Marine Insurance Company of New Zealand" standing in my name in the books of the said Company To hold unto the said ___ his executors administrators and assigns subject to the Regulations of the Company and to the several conditions on which I hold the same at the time of the execution hereof And I the said ___ do hereby agree to take the said shares subject t to the regulations and conditions aforesaid As witness our hands the day of
Transfer, refusal of.
Transfer, refusal of. (See also No. 14.)
admit him as a member. And no transfer of a share shall be made to any person who shall not be approved of by the Directors, and they shall have absolute discretion, not control able by any court of law or equity, as to accepting or rejecting the transferee, and shall not be bound to give any reason for their rejecting him.Certificate for shares, and fee on transfer.
Certificate, renewal, if lost.
may be renewed on payment of the sum of two shillings and sixpence for each certificate.
Transfer books, when closed.
Transmission of Shares.
Title to shares of deceased holder.
Title to shares on bankruptcy, marriage, &c.
with the consent of the Directors registered as a shareholder upon such evidence being produced as may from time to time be required by the Directors.21. Any person who has become entitled to
a share in any way other than by transfer may, with the consent of the Directors, instead of being registered himself, elect to have some person to be named by him registered as a holder of such share.
Title to shares on bankruptcy, marriage, &c.
22. The person so becoming entitled shall
testify such election by executing to his nominee a deed of transfer of such share.
Continued.
23. The deed of transfer shall be presented
to the Directors, accompanied with such evidence as they may require to prove the title of the transferor, and thereupon the Directors shall register the transferee as a shareholder.
Continued.
Forfeiture of Shares.
24. If any shareholder fails to pay any call
due on the appointed day, the Company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with any interest that may have accrued by reason of such non-payment.
Overdue calls, notice of
25. The notice shall name a further day and
a place or places, being a place or places at which calls of the Company are usually made payable, on and at which such call is to be paid. It shall also state that in the event of non-payment at the time and place appointed, the shares in respect of which such call was made will be liable to be forfeited.
page 16Overdue call?, terms of notice.
Forfeiture of shares.
Continued.
Continued.
Title to forfeited shares on sale thereof.
page 17.gif)
Increase of Capital.
30. The Company may, with the sanction
of the Company previously given in general meeting, increase its capital.
Increase of capital.
31. Any capital raised by the creation of
new shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects, whether with reference to the payment of calls or the forfeiture of shares on non-payment of calls or otherwise, as if it had been part of the original capital remaining uncalled after payment of the aforesaid sums.
New capital and shares.
General Meetings.
32. The first general meeting of shareholders
shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place in the City of Christchurch as the Directors may determine.
First general meeting.
33. Subsequent general meetings shall be
held at such time and place in the City of Christchurch as may be prescribed by the Company in general meetings; and if no time or place is prescribed, a general meeting shall be held half-yearly on such days as shall be fixed by the Directors.
Subsequent general meetings, half-yearly.
34 The above-mentioned general meetings
shall be called ordinary meetings; all other general meetings shall be called extraordinary.
Ordinary and extraordinary meetings.
35. The Directors may, whenever they think
fit, and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the Company, convene an extraordinary general meeting.
page 18Meetings, how convened.
Meetings, requisition from shareholders.
Continued.
Meetings, notice of.
Special resolution, notice of.
Quorum at general meetings.
represent by proxy not less than one-tenth of the whole number of shares in the Company.41. If within half-an-hour from the time
appointed for the meeting, a quorum of shareholders is not present, the meeting, if convened upon the requisition of the shareholders, shall he dissolved. In any other case it may be adjourned by the Chairman to such time and place as he shall appoint; and the Chairman shall state, on adjourning the meeting, the time and place to which it is so adjourned.
Dissolution, or a adjournment of meetings.
42. The chairman of the Board of Directors
shall preside as chairman at every meeting of the Company, or if he is not present, or declines to take the chair, the deputy-chairman shall preside, and in the event of his absence or declining to act, then the shareholders present shall choose a Director; or if there is no Director present and willing to take the chair, then some shareholder to be chairman of the meeting.
Chairman of general meetings.
43. The chairman may, with the consent
of the meeting, adjourn any meeting 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 at which the adjournment took place; and the chairman shall state, upon adjourning the meeting, the time and place to which it is so adjourned.
Adjournment and business of adjourned meetings.
44. No meeting of shareholders shall
transact any special business of which due notice has not been given, except as is herein otherwise expressly provided.
page 20Notice of business required.
Method of voting and polling.
Majority of votes sufficient except for special resolution.
Votes in person, by proxy, or by attorney.
48. At a poll every shareholder shall be
entitled, according to the number of" shares held by him, to the following votes :—For not less than 5 shares, I vote; not less than 15 shares, 2 votes; not less than 30 shares, 3 votes; not less than 50 shares, 4 votes; and for every further complete 25 shares, 1 additional vote, and no person holding less than 5 shares shall be entitled to vote. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the Register of Shareholders as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.
Votes, scale of, and who entitled.
49. All business shall be deemed special that
is transacted at any extraordinary meeting, and all that is transacted at any ordinary meeting, with the exception of sanctioning a dividend, and the consideration of the accounts, balance-sheets, and the ordinary report of the Directors.
Business of meetings not requiring notice.
50. If any shareholder is a lunatic or idiot
, he may vote by his committee, curator bonis, or other legal curator, and if any shareholder is a minor he may vote by his guardian, or curator, or any one of his guardians, or curators if more than one; but no committee, curator, or guardian shall be entitled to vote unless he shall have deposited at the registered office of the Company, not less than forty- eight hours before the time of holding the meeting at which he purposes to vote, all such evidence as the Directors may require of his sustaining the character in respect of which he shall claim to vote.
page 22Votes of lunatics, &c. by guardian.
Votes not allowed in certain cases.
Proxy form.
" I, the undersigned one of the shareholders of the Union Fire and Marine Insurance Company of New Zealand, do hereby appoint or, in case of his absence,
(being a shareholder in the said Company) to be my proxy to vote and act in my absence for me at the ordinary (or extraordinary) general meeting of the Company, which is to be holden on the day of and at every adjournment thereof, and at every poll that may take place in consequence thereof. Dated this day of 18."
or in such other form as the Directors shall from time to time appoint.
Proxy must be shareholder.
Proxy form must be deposited, &c.
shall he thenceforth retained by the secretary, manager, or other officer appointed by the Directors.55. A vote given in accordance with the
terms of a proxy shall be valid, notwithstanding the previous death of the principal, or revocation of the proxy, or transfer of the share or shares in respect of which the vote is given, provided that no intimation in writing of the death, revocation, or transfer has been received in the registered office of the Company before the meeting.
Votes by proxy not invalidated in certain cases.
Directors.
56. The number of the Directors shall be
eight, of whom three at least shall form a quorum, and each Director shall hold at least two hundred and fifty shares in the Company.
Directors, quorum and qualification.
57. The following persons shall he, and they
are hereby constituted the first Directors of the Company:—
First Directors.
- William Douglas Carruthers, of Christchurch, General Manager of the New Zealand Trust and Loan Company.
- Thomas Maberly Hassal, of Christchurch, Merchant.
- William Montgomery, of Christchurch, Merchant.
-
Joseph Palmer, of Christchurch, Chief Officer of the Union Bank of Australia in New Zealand.page 24
.gif)
- The Hon. John Thomas Peacock, of Christchurch, M.L.C.
- William Reeves, of Christchurch, Gentleman.
- George Gatonby Stead, of Christchurch Merchant.
- John Studholme, of Christchurch, Runholder.
Powers of Directors.
General powers of Directors.
Special powers of Directors and their remuneration.
| (1.) | They may commence the business of the Company as soon as they shall see fit. And they shall have power to pay out of the funds of the Company all preliminary expenses incurred in establishing the Company.page 25 |
| (2.) | They may appoint and at pleasure remove any Manager, Agents, Officers, Clerks or Servants as they from time to time shall deem expedient, and may determine the powers and duties of such Manager, Agents, Officers, Clerks or Servants, and fix their salaries and emoluments. |
| (3.) | They may from time to time establish and, at their discretion, discontinue all or any such Branches or Agencies on behalf of the Company at any places either in or out of New Zealand, and make such regulations for the management of such Branches or Agencies as they may think fit. Such Branches or Agencies may, at the discretion of the Directors, be conducted either with or without Local Directors; and such Local Directors (if any) shall be appointed by the Directors, who may prescribe and fix the powers, duties, responsibilities, term of office, and remuneration, of such Local Directors, and remove them from office as and when they the Directors shall think fit. |
| (4.) | They may at their discretion invest any funds of the Company in such manner and on such security and terms as they may think fit, and may from time to time vary the investments. |
| (5.) | They may enter into, make, execute, rescind, alter, or vary any purchases, leases, exchanges, contracts and agreements of any kind, and whether relating
page 26
to real or personal property or otherwise, for all purposes in any way connected with the objects or business of the Company. |
| (6.) | They may from time to time raise or borrow such sums of money as they may think expedient, and may secure the repayment of such sums by mortgages or sub-mortgages of any property, real or personal, belonging to the Company, or by bonds, or other securities, or by bills of exchange, promissory notes, or other negotiable instruments, and such mortgages or other securities may contain such covenants, powers, and obligations as they may think expedient. |
| (7.) | Until the Company in general meeting shall otherwise determine, a yearly sum not exceeding one thousand pounds shall be paid to the Directors, out of the funds of the Company, as remuneration for their services, to be distributed amongst them in such manner as the Directors shall from time to time determine. |
| (8.) | They may in the name and on behalf of the Company appoint any person or persons to be the Attorney or Attorneys for and on behalf of the Company, to execute, in the name and on behalf of the Company, all or any deeds or instruments whatsoever, and to do any acts whatsoever, including authority to provide and use an official seal of the Company. And they may empower such Attorney or Attorneys to execute
page 27
any such deeds or instruments under the private seal or seals of such Attorney or Attorneys instead of the common seal of the Company: And every power purporting to be granted 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 Attorneys 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 Attorneys to whom the same power is given shall have received notice or information of such revocation, winding up, or dissolution. |
| (9.) | They shall have power to execute and to authorise the execution of all deeds and documents which they may from time to time think expedient, and for that purpose, when deemed expedient, to use or direct the use of the common seal of the Company or any official seal of the Company, and generally to exercise all such powers and authorities and do all such acts as they may consider necessary for, or conducive, or incidental to, the due management of the affairs and carrying on the business of the Company. |
Disqualification of Directors.
60. The office of Director shall be vacated—
Disqualification of Directors certain cases.
- If he shall hold less than two hundred and fifty shares in the Company.page 28
.gif)
- If he holds any other office or place of profit under the Company.
- If he becomes bankrupt or insolvent, or of unsound mind.
- If he is concerned in or participates in the profits of any contract with the Company.
- If he participates in the profits of any work done for the Company.
- If he shall be continuously absent from meetings of the Directors during three consecutive months without the special leave of the Directors, to be recorded in their minute book.
But the above rules shall be subject to the following exceptions:—That no Director shall vacate his office by reason of his being a shareholder in any incorporated Company which has entered into contracts with, or done any work for the Company of which he is a Director; nevertheless he shall not vote in respect of such contract or work, and if he does so vote his vote shall not be counted.
Directors may act during vacancy in Board.
Rotation of Directors.
Retirement of Directors.
retire from office. Provided that the first Board of Directors shall hold office for at least one year from the date of the incorporation of the Company.63. The one-third or other nearest number
to retire during the first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, he determined by ballot, to he taken at a Board meeting, not less than one month prior to the next date of meeting for election of Directors. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.
Method of retirement of Directors.
64. A retiring Director shall be re-eligible
without notice.
Retiring Director re-eligible without notice.
65. The Company at the ordinary meeting
at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons.
Election of Directors.
66. If at any meeting, at which an election
of Directors ought to take place, the vacancies are not filled up, the Board shall fill up the same, and the Directors so elected shall have the same tenure of office as if they had been elected by the general meeting.
If Directors not elected, Board may appoint.
67. Thirty clear days at least before an ordinary
or special general meeting, for the election of Directors, every shareholder intending to propose either himself or any other person as a candidate for election, shall give to the secretary, or other person appointed by the Directors, a notice in writing under his hand, signifying his intention to become a candidate,
page 30.gif)
or giving the name of the candidate intended to he proposed by him, and in default thereof the candidate shall not he eligible, hut this rule shall not apply to a Director retiring from office by rotation who desires to he re- elected.
Notice of proposal for election as Director.
or giving the name of the candidate intended to he proposed by him, and in default thereof the candidate shall not he eligible, hut this rule shall not apply to a Director retiring from office by rotation who desires to he re- elected.Increase or reduction of number of Directors.
Casual vacancy in Board of Directors.
Proceedings of Directors.
Meetings of Directors, and regulations for same.
absence the Deputy-Chairman, shall at the request of any two Directors, or in the absence of the Chairman and Deputy-Chairman, any two Directors may at any time summon a meeting of the Directors, and until otherwise determined three Directors shall be a quorum at any meeting.71. The Directors may delegate any of
their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed, shall, in the exercise of the powers so delegated, conform to any regulations that may he imposed on them by the Directors.
Committees of Directors.
72. A committee may elect a Chairman of
the meeting's. If no such Chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to be Chairman of such meeting.
Committee meetings.
73. A committee may meet and adjourn
as they think proper. Questions at any meetings shall he determined by a majority of votes of the members present, and in case of an equal division of votes, the Chairman shall have a casting vote in addition to his original vote.
Proceedings of committee meetings.
74. All acts done by any meeting of the
Directors, or of a Committee of Directors, or by any person acting as a Director, shall, notwithstanding that it he afterwards discovered that there was some defect in the appointment of any such Directors, or persons acting as aforesaid, or that they or any of
page 32.gif)
them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
Acts of Directors not invalidated in certain cases.
them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.Minutes of appointments and of all kinds of meetings.
| (1.) | Of all appointments of officers made by the Directors; |
| (2.) | Of the names of the Directors present at each meeting of Directors and Committees of Directors; |
| (3.) | Of all orders made by the Directors and Committees of Directors; and |
| (4.) | Of all resolutions and proceedings of meetings of the Company, and of the Directors and Committees of Directors : |
And any such minutes as aforesaid, if signed by any person purporting to be the Chairman of any ensuing meeting of Directors or Committee of Directors at which such minutes shall have boon read and confirmed, shall be receivable in evidence without any further proof.
Dividends.
Dividends, bonuses, and reserve funds.
to be carried to such separate account as they may direct in the accounts of the Company, any sum which they may think proper or desirable for equalising dividends to be paid at half-yearly or other periods, repairing or maintaining buildings or other works, or covering loss by depreciation or diminution in value of the Company's property, or for meeting any future or unforeseen expenditure or contingencies of risk, liability, or loss; but any such reserve fund and the income thereof, and all the accumulations made therefrom shall at any time be applicable to any purposes to which either the capital or the revenue for the time being of the Company, or any part thereof, may, for the time being, be applicable.77. No dividend or bonus shall be paid
otherwise than out of the profits or estimated profits of the Company, inclusive of reserved profits, after paying or providing for all expenses, outgoings, and liabilities of the Company and deterioration of assets. If shares are issued at a premium, the Directors shall determine if the premium is to be treated as capital or as profit. Each dividend, whether arising from past, or accumulated, or current profits, shall, for all purposes, be deemed to accrue and fall due on the day on which it is declared, and not before.
Dividends only payable out of profits, &c.
78. The dividend on each share shall be
calculated equitably upon the amount paid up, or duly credited as paid up, exclusive of payments in advance, and, if there shall exist shares having a different amount of capital called up thereon, then the dividend shall be calculated equitably according to the amounts and dates of payment.
page 34Dividends, how calculated
Debts of shareholders may be deducted from dividends.
Dividends, notice of, and unclaimed dividends.
Dividends not to bear interest.
Dividends, receipts for.
Receipts for dividends, in case of joint owners.
Accounts.
Books and accounts not open for general inspection.
85. The Directors shall cause true and
complete accounts to be kept of the stock, effects, receipts, expenditure, credits, liabilities, dealings, transactions and affairs of the Company. The financial periods of the Company shall be determined in General Meeting, and until the same shall be so determined, the Directors shall have power to determine the first of such periods, after which such periods shall end half-yearly on days to be fixed by the Directors.
Accounts and financial periods.
86. A balance-sheet shall be made out as
soon as possible after the termination of the financial period, and laid before the next ordinary general meeting of the Company, and shall contain a summary of the property and liabilities of the Company at the end of the financial period.
Balance-sheets.
Audit.
87. The accounts of the Company shall be
examined, and the correctness of the balance-sheet ascertained, by an auditor or auditors, to be elected by the Company in general meeting.
Auditors
88. If only one auditor is appointed,
all the provisions herein contained relative to auditors shall apply to him.
Continued
89. The auditors need not, but may be
shareholders in the Company, and no Director, manager, or other officer of the Company, shall be eligible as auditor during his tenure of office, or within one year after the determination thereof.
Qualification of auditors.
90. The election of auditors shall be made
by the Company at the first ordinary general meetingin each year ensuing the incorporation
page 36Election of auditors.
of the Company. Until the first of such meetings, auditors may be appointed by the Directors.
Auditors' remuneration.
Auditors re-eligible.
Auditors, casual vacancy
Duties of auditors.
Auditors to have access to all books, &c.
Report of auditors.
Local auditors if appointed.
Company, within or beyond the Colony of New Zealand, and may appoint such auditor or auditors, and save as the resolution shall otherwise direct, the provision herein before contained with respect to auditors of the Company shall apply to the auditors under any such resolution.Notices.
98. A notice requiring to be served upon
any member for any purpose, may be served either personally or by leaving the same, or by sending the same through the post in a letter, addressed to the shareholder at his registered address.
Notices, service of.
99. All notices directed to be given to the
shareholders shall, with respect to any share to which persons are jointly entitled, be given to that one of them who is first named on the register of shareholders, and notice so given shall be sufficient notice to all proprietors of the share.
Notices, when shares held jointly.
100. Every shareholder resident out of
the Colony of New Zealand may give to the secretary, manager, or other officer appointed by the Directors, for registration, an address within the Colony of New Zealand for the service of notices, and the address so given shall be deemed to be the shareholder's registered address. In default thereof the registered office of the Company shall be deemed to be his registered address, and a notice placed there in a conspicuous position shall be deemed to have been duly served on every shareholder who has not given an address, although not directed to him.
page 38Notices to absentees.
Notices, proof of service.
Notices by advertisement.
Indemnity.
Indemnity to Directors and officers.
Arbitration.
Arbitration re meaning of regulations, if disputed.
or construction of these presents, or any of the regulations of the Company, or touching any act, deed, or thing to he done, executed, omitted, or suffered in pursuance of these presents, or of the Joint Stock Companies' Act, 1860, and the Joint Stock Companies' Amendment Act, 1862, or otherwise relating to any of the affairs of the Company, may he referred to two arbitrators or their umpire, pursuant to, and so as with regard to the mode and consequence of the reference, and in all other respects to conform to the provisions with respect to arbitration contained in the Act of the General Assembly of the Colony of New Zealand, instituted the "Supreme Court Practice and Procedure Amendment Act 1866," or any then subsisting statutory modification thereof.
Names And Addresses of Subscribers.
John Studholme, of Merivale, Christchurch.
W. Reeves, of Christchurch.
J. T. Peacock, of Hawkesbury, St. Albans, Christchurch.
T. M. Hassal, of Christchurch.
W. D. Carruthers, of Christchurch.
Jos Palmer, of Christchurch.
Geo. G. Stead, of Christchurch.
Dated this eighth day of August, 1877. Witness to above signatures,Philip Hanmer, Solicitor, Christchurch.