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The Pamphlet Collection of Sir Robert Stout: Volume 88

VII.—Management

VII.—Management.

The Society shall be managed by a Committee not exceeding page 5 eight persons, to be called the Board of Directors, four to form a quorum, and one of whom may be appointed Managing Director with such salary as the Board shall think fit.

The four of the Directors who have been longest in office shall retire every year, but be eligible for re-election. Each Director shall be separately elected at the annual meeting, and any Member intending to offer himself as a new Director at any annual meeting shall give notice in writing thereof setting forth his name address and occupation to the Manager at least fourteen days previously to said meeting, and said notice shall forthwith be posted up in the office of the Society and advertised before the general annual meeting in one or more newspapers circulating in the District of Manawatu.

Every Director shall hold at least ten investment or capital shares in the Society and any Director shall forfeit his seat at the Board of Directors if at any time his payments are in arrears exceeding three months. Should any Director become bankrupt or insolvent or compound with his creditors he shall immediately cease to be a Director. Provided always that in the event of 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 such provisional Director shall retire at the same meeting at which the Director in whose place he was provisionally elected would have retired.

The Board of Directors shall elect a Chairman from their 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.

The Board of Directors shall meet at least once in every month at such time and place as may be from time to time agreed upon, to transact the general business of the Society, of which meetings at least three clear days' notice shall be given. At every meeting of the Board of Directors the minutes of the previous meeting shall first be read and confirmed, the bankbook shall then be produced and inspected and compared with the cash book, and their correctness declared and entered as the first minute.

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 Society since the publication of the preceding periodical statement, to be annually prepared and audited seven page 6 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.

The Board of Directors shall order the payment of all monies due from or to be advanced by the Society and all payments above Two Pounds shall be made by them by cheque upon the Bankers signed by one Director and the managing Director, or if there shall not be a managing Director signed by two Directors and countersigned by the Manager or Secretary. They shall from time to time inspect the books kept by the Manager. They may if they shall think fit divide themselves 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. A sum may be voted at the annual general meeting to be paid to the Board of Directors for their services which sum shall be divided amongst them according to attendance. The Board may from time to time cause to be paid to any Director or Directors all or any portion of the actual expenses incurred by such Director or Directors in attending any meeting or meetings of the Board or in transacting any business of the Society.

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.

The Manager, Secretary, Managing Director, 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.