Shares.

1. No person shall be deemed to have accepted any share in the Company unless he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.

2. Every shareholder of the Company shall, on the second Monday of every month, commencing with the second Monday in the month of January, 1873, and continuing for the period of nineteen calendar months next thereafter, pay to the Company, at its registered place of business in Wellington, during the ordinary office hours of business of the Company, the monthly sum of five shillings per share on every share held by such shareholder. Such payments are herein termed instalments. After the expiration of the period of twenty calendar months, the Directors may from time to time make such calls upon the shareholders, in respect of the moneys unpaid on their shares, as they think fit, provided that thirty days' notice at least is given of each call. No call shall exceed twenty shillings per share, payable by instalments of five shillings per share, at intervals of not less than one calendar mouth. Each shareholder shall be liable to pay the amount of calls so made, at the said registered place of business of the Company at the times appointed by the Directors.

3. A call shall be deemed to have been made at the time when the resolution authorising such call was made, and notice of page 8 such call shall be advertised by authority of the Board of Directors in some newspaper published in the City of Wellington.

4. If any shareholder neglects to pay any instalments, as defined in clause 2, on the second Monday in any month, as by the said clause prescribed, he shall further pay a sum of threepence per month for every instalment on each share held by him in respect of such instalments so in arrear; and in case any instalment shall be in arrear for the space of three calendar months the Directors shall have power absolutely to forfeit, for the benefit of the Company, any such share, the instalments on which shall be so in arrear, and they may direct the sale of such shares in such manner as they shall think fit, and they shall deduct from the proceeds of sale all sums due to the Company, and in addition a sum of £10 per cent, upon the amount realized by the sale, and shall pay the balance, if any, to the original shareholder. The power herein vested in the Directors shall be in addition to all powers vested in them under the 15th and subsequent clauses.

4A. If before or on the day appointed for the payment of any call any shareholder does not pay the amount of any call to which he is then liable such shareholder shall be liable to pay interest for the same at the rate of £10 per centum per annum from the day appointed for payment thereof, reckoned monthly for every month or portion of a month that the same is in arrear, and if any call shall be in arrear for four calendar months the Directors shall have the like power of sale or forfeiture as is mentioned in the last clause.

5. The Directors may, if they think fit, receive from any of the shareholders willing to advance the same, all or any part of the moneys due upon the respective shares beyond the sums actually called for, and upon the moneys 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 Company may pay interest at such rate as may be agreed on.

5A. The Directors may agree with the shareholders of any Land or Building Society, the business of which shall be transferred to the Company, to allow such shareholders to pay up on their respective shares the full amount of all instalments and possible calls on each share: provided, however, that no such shareholder shall be entitled to pay up in respect page 9 of his shares in the Company a greater sum than the amount of his investment in the shares of the Society whose business shall be so transferred, and such amount as may be necessary to make up an even sum for ordinary shares.

6. If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of the share.

7. The Directors may decline to register any transfer of shares made by a shareholder who is a debtor to the Company for arrears of instalments, calls, or otherwise, and in all cases where a shareholder either solely or jointly with any other person or persons is a debtor to the Company, and whether directly or indirectly shall become debtor to the Company or to any person or persons for the use or behoof of the Company, or shall be under engagements to the Company of any kind, such debts and engagements shall be first and paramount charges upon the share or shares of such shareholders, and the dividends or interest accruing thereon, before all other creditors of such shareholder, and before his or her assigns whether voluntary or legal: and it shall be lawful for the Board of Directors, if they shall see fit, to prohibit and restrain the transfer of the share or shares of such shareholder, and the payment of the dividends or interest accruing thereon until all and every such debts and engagements shall have been fully paid and satisfied; and if such shareholder shall fail within a time to be fixed by the Board of Directors to pay and satisfy all such debts and engagements the share or shares of such shareholder shall thereupon become forfeited to the Company, and it shall be lawful for the Board of Directors, without notice to such shareholder, absolutely to sell the said share or shares or so many as shall be necessary and sufficient for the purposes thereof, either by public auction or by private contract, and to apply the proceeds thereof, together with the dividends and interest due thereon, in liquidation of such debts and engagements, and the balance of the net proceeds of any such sale shall be paid over to the late proprietor of such share or shares or to his or her assigns.

8. Every shareholder shall on payment of one shilling 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.

8A. There shall be paid in respect of the transfer of every share the sum of one shilling per share.

8B. If the day appointed for the payment of any instalment or call, or for doing any other act hereby directed, shall fall on a public general holiday such instalment or call shall be paid or such act shall be done on the next succeeding day, not being a Sunday or public general holiday.

9. If such certificate as is mentioned in clause 8 is worn out or lost it may be renewed on payment of the sum of one shilling.

9A. The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

Transmission of Shares.

10. The executors or administrators of a deceased shareholder shall be the only persons recognized by the Company as having any title to his share.

11. 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 way other than transfer, may be registered as a shareholder upon such evidence being produced as may from time to time be required by the Directors.

12. Any person who has become entitled to a share in any way other than by transfer may, instead of being registered himself, elect to have some person to be named by him registered as a holder of such share, but the Directors shall not be obliged to register the transferee unless the transferee is approved by the Directors.

13. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.

14. The deed of transfer shall be presented to the Directors, accompanied with such evidence as they may require to prove the title of the transfer or, and thereupon the Directors shall register the transferee if approved as a shareholder.

Forfeiture of Shares.

15. If any shareholder fails to pay any instalment on or before the day hereby appointed for payment of the same or fails to pay any call on or before the day appointed by the page 11 Directors, then the Directors may at any time thereafter during such time as the instalment or call remains unpaid serve upon such shareholder a notice calling upon him to pay such instalment or call, together with any interest or other payments that may have fallen due by reason of the nonpayment of such instalment or call.

16. 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.

17. 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.

18. Any shares so forfeited shall be deemed to be the property of the Company, and may be disposed of in such manner as the Directors think fit.

19. Any shareholder whose shares have been forfeited shall, notwithstanding, be liable to pay to the Company all calls owing upon such shares at the time of the forfeiture.

Increase in Capital.

20. The Company may, with the sanction of the Company previously given in general meeting, increase its capital.

21. Any capital raised by the creation of new shares shall be considered as part of the original capital, and if a general meeting of the Company shall so direct, it may be made payable partly by instalments payable at such date as shall be fixed by such meeting, and partly by calls as herein provided with respect to the original capital or otherwise. All the provisions herein contained with respect to the original capital, whether with reference to the payment of instalments and calls, or the forfeiture of shares on non-payment of instalments or calls or otherwise, shall be applicable to the new capital as if it had been part of the original capital.

General Meetings.

22. The first general meeting shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place as the Directors may determine.

23. Subsequent general meetings shall be held at such time and place during the month of February in each year, as the Directors shall appoint.

24. The above-mentioned general meetings shall be called ordinary meetings, all other general meetings shall be called extraordinary.

25. 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.

26. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

27. Upon the receipt of such requisition, the Directors shall forthwith proceed to convene a 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.

28. Ten 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 Directors.

29. Any shareholder may, on giving not loss than seven days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

30. The notice required of a shareholder shall be given by leaving a copy of the resolution at the registered office of the Company.

31. 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 be ascertained as follows, that is to say, if the shareholders belonging to the Company at the time of the meeting do not exceed ten in number, the quorum shall be five; if they exceed ten there shall be added to the above quorum one for every five additional shareholders up to fifty, and one for every ten additional shareholders after fifty, with this limitation, that no quorum need in any case exceed thirty.

32. If within one hour from the time appointed for the meeting the required number of shareholders is not present, the meeting if convened upon the requisition of the shareholders, shall be dissolved. In any other case it shall stand adjourned to the following day at the same time and place, and if at such adjourned meeting the required number of shareholders is not present it shall be adjourned sine die.

33. The chairman (if any) of the Board of Directors shall preside as chairman at every meeting of the Company.

34. If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the shareholders present shall choose some one of their number to be chairman of such meeting.

35. 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 from which the adjournment took place.

36. 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 proceedings of the Company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

37. If a poll is demanded in manner aforesaid the same shall be taken in such manner and at such time as the Chairman directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting.

Votes of Shareholders.

38. Every shareholder shall have one vote for the whole number of shares that he possesses not exceeding five, and one vote for every complete number of five shares after the first five up to one hundred. He shall have one additional vote for every complete twenty shares beyond the first one hundred shares up to five hundred.

39. If any shareholder is a lunatic or an idiot he may vote by his committee, and if any shareholder is a minor he may vote by his guardian, or any one of his guardians if more than one.

40. If one or more persona 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.

41. No shareholder shall be entitled to vote at any meeting unless all calls due from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired, or shall have come by bequest, or by marriage, or by succession to an intestate's estate, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividend of such shares. Provided, however, that no resolution, whether general or special, passed at any meeting of the Company shall at any subsequent period, be set aside or treated as null on the ground that one or more shareholders may have voted at such meeting without being entitled to do so.

42. Votes may be given either personally or by proxies. A proxy shall be appointed in writing under the hand of the appoint or, or if such appoint or is a Corporation under the common seal.

43. No person shall be appointed a proxy who is not a shareholder, and the instrument appointing him shall be deposited at the registered office of the Company not later than ten o'clock in the forenoon of the day appointed for holding the meeting at which he proposes to vote, but no instrument appointing a proxy shall be valid after the expiration of one calendar month from the date of its execution.

43A. Any shareholder who holds a power of attorney from another shareholder authorising him to sell or dispose of the shares of such last named shareholder or generally to deal with such shares, may, if authority be given him by such power of attorney, vote in respect of the shares held by such shareholder; such power of attorney must be left for inspection at the office of the Company in the like manner as an ordinary proxy form. The Directors, before allowing any one to vote under such power of attorney may, if they think fit, require a declaration from the person proposing to vote that the power of attorney is not revoked.

43B. No person shall be eligible for the office of Director unless he shall hold at least twenty shares. The seat of any Director shall be ipso facto vacated by his ceasing to hold at least twenty shares.

Directors.

44. The number of the Directors, and the names of the first Directors, shall be determined by the subscribers of the Memorandum of Association.

45. Until the Directors are appointed the subscribers of the Memorandum of Association shall, for all the purposes of this Act, be deemed to be Directors.

Powers of Directors.

46. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are Dot by "The Joint Stock Companies Act, 1860," or by the Articles of Association (if any) declared to be exercisable by the Company in general meeting, subject nevertheless to any regulations of the Articles of Association to the provisions of this Act, and to such regulations being not inconsistent with the aforesaid 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.

46a. The Directors shall have power to make such rule regulations and bye-laws as to them shall seem meet for the good government of the Company, and for regulating the proceedings of the Directors, and for regulating all officers, page 16 clerks, servants, and others to be employed about the Company's affairs and business, and for the superintendence and management of the Company in all respects, and for regulating the times, modes, and places of payment of all sums to be from time to time paid by the shareholders to the Company, and for enforcing such payments by imposing lines, or by charging interest in case of non-payment, and for regulating the times, modes, and places of payment of all sums to be paid in the ordinary course of business by the Company to the shareholders or any of them, whether for dividends, interest, or on any account whatsoever; and also for regulating the terms on which the business of the Company shall be carried on, and the payments to be from time to time made to persons who may deposit moneys with the Company at interest or otherwise, and all other rules, regulations, and bye-laws, that they may think fit for the good order and government of the affairs of the Company, whether herein specially referred to or not, and from time to time to alter or repeal such rules, regulations, and bye-laws, or any of them, and to make fresh rules, regulations, and bye-laws; and all such rules, regulations, and bye-laws, shall be binding upon all shareholders, officers, and servants of the Company, provided nothing therein contained is contrary to law, but any illegal rule, regulation, or bye-law, shall not render void or invalidate any other rule, regulation, or bye-law, that may have been made by the Directors which is not illegal, but the illegal rule, regulation, or bye-law only shall be invalid.

46B. The Directors shall have power to appoint one of their number to be Managing Director, and to pay to him such salary as they shall think tit.

Disqualification of Directors.

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 page 17 has entered into contracts with, or done any work for the Company of which he is 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, and he shall incur a penalty not exceeding twenty pounds.

Rotation of Directors.

48. At the annual general meeting of the Company to be held in February, 1874, all the Directors shall retire from office, and at every subsequent annual general meeting 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 retire from office.

49. The one-third or other nearest number to retire at the second and third general annual meetings of the Company shall, unless the Directors agree among themselves, be determined by ballot. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.

50. A retiring Director shall be re-eligible.

51. The Company, at the general meeting at which any Directors retire in manner aforesaid, shall fill up the vacated offices by electing a like number of persons.

51A. No shareholder other than a retiring Director shall be eligible for election as a Director, unless notice in writing of the intention to propose such shareholder as a Director under the hand of a shareholder shall have been left at the registered office of the Company seven days at least previous to the meeting at which such election is to take place.

52. If at any meeting at which an election of Directors ought to take place no such election is made, the meeting shall stand adjourned till the next day, at the same time and place, and if at such adjourned meeting no election takes place the former Directors shall continue to act until new Directors are appointed at the first ordinary meeting of the following year.

53. 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.

54. 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.

Proceedings of Directors.

55. The Directors may meet 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. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman, in addition to his original vote, shall have a casting vote. A Director may at any time summon a meeting of the Directors.

56. The Directors may elect a Chairman of their meetings, and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting.

57. 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 be imposed on them by the Directors.

58. A Committee may elect a Chairman of its meetings. 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.

59. A Committee may meet and adjourn as they think proper. Questions at any meetings shall be 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.

60. 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 be after wards 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 19 them, were disqualified, be as valid as if every such person bad been duly appointed and was qualified to be a Director.

And any such minutes as aforesaid, if signed by any person purporting to be the chairman of any meeting of Directors or Committee of Directors, shall be receivable in evidence without any further proof.

62 The Company in general meeting may, by a special resolution, remove any Director before the expiration of his period of office, and appoint another qualified person in his stead. The person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.

Dividends.

63. The Directors may, with the sanction of the Company in general meeting, declare a dividend to be paid to the shareholders in proportion to the shares.

64. No dividend shall be payable except out of the profits arising from the business of the Company.

65. The Directors 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 equalizing dividends, or for repairing or maintaining the premises or other property connected with the business of the Company or any part thereof, and the Directors may invest the sum so set apart as a reserved fund upon such securities as they with the sanction of the Company may select.

66. The Directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the Company on account of calls or otherwise.

67. Notice of any dividend that may have been declared shall be given to each shareholder or sent to his registered place of abode, and all dividends unclaimed for three years after having been declared, may be forfeited by the Directors for the benefit of the Company.

68. No dividend shall bear interest as against the Company.

Accounts.

Such accounts shall be kept upon the principle of double entry, in a cash book, journal, and ledger. The books of accounts shall be kept at the principal office of the Company, but the same shall be open for inspection only to the Directors of the Company, and to any person or persons authorised by them, and to the Auditors of the Company.

70. Once at the least in every year after the first year the Directors shall lay before the Company in general meeting a statement of the income and expenditure for the past year made up to a date not more than three months before such meeting.

71. The statement so made shall show arranged under the most convenient heads the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting; and n cases where any item of expenditure which may in fairness page 21 be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

72. A balance sheet shall be made out in every year after the first year and laid before the general meeting of the Company, and such balance sheet shall contain a summary of the property and liabilities of the Company, arranged under such heads as may be prescribed by the Directors.

73. A printed copy of such balance sheet shall, seven days previously to such meeting, be delivered at the registered address of every shareholder, or posted addressed to every shareholder at such address.

Audit.

74. The accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more auditor or auditors to be elected by the Company in general meeting.

75. If not more than one auditor is appointed all the provisions herein contained relating to auditors shall apply to him.

76. The auditors need not be shareholders in the Company. No person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the Company, and no director or other officer of the Company is eligible during his continuance in office.

77. The election of auditors shall be made by the Company at their ordinary meeting, or if there are more than one, at their first ordinary meeting in each year.

78. The remuneration of the auditors shall be fixed by the Company from time to time as may be necessary.

79. Any auditor shall be re-eligible on his quitting office.

80. If any casual vacancy occurs in the office of auditor the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.

81. If no election of auditors is made in manner aforesaid the Governor may, on the application of one-fifth in number of the shareholders of the Company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the Company for his services.

82. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating to the same.

83. Every auditor shall have a list delivered to him of all books kept by the Company, and he shall at all reasonable times have access to the books and accounts of the Company. He may in relation to such accounts examine the Directors or any other officer of the Company.

84. The auditors shall make a report to the shareholders upon the balance sheet and accounts, and in every such report they shall state whether, in their opinion, the balance sheet is a full and fair balance sheet, containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs, and in case they have called for explanations or information from the Directors, whether such explanations or information have been given by the Directors, and whether they have been satisfactory, and such report shall be read together with the report of the Directors at the ordinary meeting.

Notices.

85. Notices requiring to be served by the Company upon the shareholders may be served either personally or by leaving the same addressed to the shareholders at their registered places of abode, or by posting the same addressed to such shareholders at their registered places of abode.

86. All notices directed to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persona is named first in the register of shareholders, and notice so given shall be sufficient notice to all the proprietors of such share.

87. All notices required by these Regulations to be given by advertisement shall be advertised in a newspaper circulating in the district in which the registered office of the Company is situated.

Dated this second day of December, one thousand eight hundred and seventy-two.

• J. Woodward, of Wellington, in the Province of Wellington.
• W. Fitzherbert, of Wellington, in the Province of Wellington.
• W. Bishop, of Wellington, in the Province of Wellington.
• Geo. Hunter, of Wellington, in the Province of Wellington.
• Jas. Wallace, of Wellington, in the Province of Wellington.
• F. Aug. Krull, of Wellington, in the Province of Wellington.
• C. J. Pharazyn, of Wellington, in the Province of Wellington.
• J. Dransfield, of Wellington, in the Province of Wellington.
• L. Levy, of Wellington, in the Province of Wellington.

The foregoing articles of Association (annexed to Memorandum of Association of the Wellington Trust Loan and Investment Company, Limited), were registered on the second day of December, one thousand eight hundred and seventy-two.