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The Pamphlet Collection of Sir Robert Stout: Volume 88

Transmission of Shares

Transmission of Shares.

12. A book shall be provided and kept for the purposes of

Shareholders register to be kept.

the Company under the superintendence of the Board of Directors by the title of the "Shareholders Register" and in such book shall be fairly and distinctly entered from time to time the names and addresses of the several proprietors or holders of shares for the time being together with the number of shares to which they shall respectively be entitled distinguishing each share by the number page 10 and shewing the amount paid on the shares and such book shall be conclusive evidence of the ownership of the shares between the Company and the members thereof and every person claiming any interest in any share and every Shareholder may at all convenient times peruse such book gratis and may require a copy of any part thereof and for every one hundred words required to be copied the Board of Directors may demand a sum not exceeding two shillings and sixpence.

Shares to be deemed personal estate. Not to be divided into fractional parts, and as between the Company and Shareholders to be subject to survivorship.

13. All shares in the capital stock and property of the Company shall be taken to be of the nature of personal estate and subject as herein mentioned shall be transmissible accordingly without benefit of survivorship among the shareholders collectively and in case any share shall belong to two or more persons in joint or undivided ownership the same shall not as between such joint or common owners on the one hand and the Company on the other be treated or considered as divisible into fractional parts according to such ownership but shall as between the joint or common owners thereof and the Company be considered as held by such joint or common owners in joint tenancy and be subject to survivorship accordingly as between them whatsoever may be the rights of such joint or common holders as among themselves.

Subject to the provisions of these articles shareholders to have several and distinct titles.

14. Every Shareholder shall at all times subject to the provisions herein contained and to the laws and regulations for the time being of the Company have possess and enjoy a several and distinct right title and interest of and in and to his share in the capital of the Company and the profits arising there from to and for his own proper and individual benefit and so and in such manner as that the same share shall and may be assignable and transferable by him in accordance with the provisions herein contained during his natural life and may on his decease belong or go to his executors or administrators as a personal chattel.

Shareholders may transfer.

15. Subject to the provisions herein contained any Shareholder shall be at liberty to sell and transfer his shares and a book shall be provided for the purposes of the Company and kept under the superintendence of the Board of Director by the title of the "Register of Transfers" and a memorial of every Deed of Transfer by which the transfer of any share shall be effected shall be entered in the said book and such Directors shall cause a new certificate to be delivered to the purchaser or transferee.

Transfer form to be made and registered.

16. All transfers of shares shall be made in the form which the Board of Directors shall from time to time approve of and until otherwise provided the transfer shall be made in or according to the form contained in the first part of the first Schedule hereto or to the like effect and every transfer when perfected shall be permanently deposited with the Board of Directors and the fee to be paid to the Secretary or to such other officer of the Company as shall be appointed in that behalf for registering every transfer shall page 11 be the sum of two shillings and sixpence or such other sum as the Board of Directors shall from time to time fix and until the purchaser has been approved of by the Board of Directors and the transfer executed by him has been deposited as aforesaid the vendor or transferor of the shares shall continue liable to the Company for any calls that may be made upon such shares and the purchaser shall not be considered a shareholder or be entitled to receive any portion of the profits of the Company or to vote in respect of any each shares The Board of Directors may before approving of any purchaser require such purchaser to sign and to consent in writing to abide by observe and perform the laws and regulations from time to time for the time being of the said Company but such purchaser may appoint an attorney by an instrument in the form in the third part of the first schedule hereto to sign and give such consent as aforesaid.
17. No Shareholder shall alienate transfer assign or dispose

Shareholders not to alienate transfer assign or dispose of any share unless Board of Directors consent.

of any share unless the Board of Directors shall consent thereto nor until he shall have fully paid satisfied and discharged all and every sum and sums of money debts dues liabilities claims and demands whatsoever which shall be due owing payable or incurred by him to or with the Company or to or with any person or persons on behalf and for the benefit of the Company or which he shall have been called on for or required by the Board of Directors to pay satisfy and discharge nor shall any share be transferred after notice of any call shall have been given until the amount of such call shall have been paid and no Shareholder shall be allowed to attend or vote at any meeting of Shareholders or to receive any dividend or bonus before the amount of every call which shall have been made and shall have become payable in respect of the share or shares belonging to such shareholder together with interest thereon if any shall have been fully paid and satisfied.
18. On the completion and perfection as aforesaid of the

On completion and perfection of Transfer previous holder released from claims & Transfer to have same privileges and liabilities as Transferor.

transfer of any share the previous holder of such share shall as between the Shareholders be exonerated and released from all claims demands obligations and liabilities in respect of such share and from all further observance and performance of the articles and provisions herein contained or which may be contained in any regulations for the time being of the Company and the person to whom such transfer shall be made shall have the same privileges and be subject to the same liabilities as the original Shareholder.
19. The Board of Directors may decline to register any

Board of Directors may decline to register Transfer by indebted Shareholder.

transfer of shares made by a shareholder who is indebted to the Company.
20. No legatee or next of kin claiming under the will of any deceased

Legatees & next of kin of deceased shareholders not holder but executor or administrator shall.

Shareholder or by the intestacy of any deceased Shareholder shall as such become a Shareholder of the Company and no assent by the executor of any deceased Shareholder to the specific bequest of any share shall vest the right to such share in any legatee but page 12 in all cases where legatees or next of kin of deceased Shareholders would but for this clause become entitled to or interested in any share the executors or administrators of such deceased Shareholder shall be the only persons entitled to such share and to sell the same or to become Shareholders or members of the Company in respect thereof.

Husband of female shareholder or executor or administrator of deceased shareholder may either sell shares or become a shareholder. Assigness &c, of bankrupti [unclear: sh'reholdders] not entitled to become shareholders but may sell shares in meantime excluded from interfering in the the affairs of Company.

21. Any person who shall become entitled to the shares of any female shareholder by marriage with her or who shall become entitled to any share as executor or administrator of a deceased shareholder shall not thereby become or be considered a member or shareholder in respect of such share but shall and may either sell or dispose of such shares according to the provisions herein contained so soon as conveniently may be after any such marriage or death as the case may be or may subject to like provisions as those herein contained in reference to the transfer of shares become a member of the Company by giving three days' notice in writing to the Board of Directors of his desire or intention in that behalf but any person who may become entitled as assignee or trustee of any bankrupt or insolvent shareholder or as trustee under an assignment by any shareholder for the benefit of his creditors generally shall not in that capacity be entitled to become a member of the Company in respect of the shares of such bankrupt or insolvent or assigning shareholder but such person shall within six calendar months next after he shall so become entitled absolutely sell and dispose of the shares vested in him as such assignee or trustee according to the provisions herein contained and in the meantime such assignee or trustee respectively shall he excluded from any interference or voice or control in or about the affairs of the Company and after such sale by such assignee or trustee the title to the shares sold by him shall not be affected by reason of the adjudication or liquidation in bankruptcy or insolvency or sequestration order being afterwards annulled or superseded and as to any dividends or bonuses which shall have been actually declared or shall have become due upon the shares of any shareholder at the time of such marriage death bankruptcy insolvency or assignment as aforesaid the same shall respectively belong and be paid to the husband executor administrator assignee or trustee respectively as the ease may be but as to any dividends or bonuses which shall be declared or shall have accrued subsequently to such marriage death bankruptcy insolvency or assignment as aforesaid and in the meantime until the sale of the shares and the execution of this or some other deed as aforesaid by such husband executor or administrator, as aforesaid or as the case may be until sale of the shares by such assignee or trustee as aforesaid the payment of the same dividends or bonuses shall be suspended and accumulate for the benefit of the new member or purchaser who on the completion of the transfer of page 13 such Shares in accordance with the provisions herein contained shall receive and be entitled to the said dividends and bonuses so subsequently accrued Provided always that if no person shall become a member of the Company in respect of such shares as aforesaid within the period of one year from the date of such marriage death bankruptcy insolvency or assignment respectively then the rights herein reserved to such husband executor administrator assignee or trustee respectively shall cease and determine and it shall be lawful for the Board of Directors to sell and transfer the said shares in the like manner as forfeited shares and to retain the proceeds together with the dividends bonuses and profits which shall have accrued previously to such sale until the person legally entitled thereto shall establish his or her claim to the satisfaction of the Board of Directors and such person shall not be entitled to claim any interest on the amount so retained.
22. The title of any person as husband of a female shareholder

How title of husband executor administrator assignee &c. to be made out.

shall be proved by the production and leaving for four clear days at the office of the Company of a duly authenticated copy of his marriage register with a declaration of the identity of the wife with the holder of the shares and the title of the executor or administrator of any deceased Shareholder or of the assignee of any bankrupt or insolvent Shareholder or of the trustee under any such assignment as aforesaid shall be proved and shown by the production and leaving for four clear days at the said office of the probate of the will or letters of administration or of the adjudication in bankruptcy liquidation resolution or sequestration order or assignment for creditors (as the case may be) or such other evidence as the Board of Directors may require but the Company shall not be bound to take notice of or be implicated with any trusts which may appear upon or be inferred from any such instrument and no person becoming entitled in right of his wife or by right of representation or by operation of law whether of the kind hereinbefore mentioned or otherwise shall be permitted either to become a member or to sell and dispose of shares in any such character or capacity as aforesaid until he shall by the means aforesaid or otherwise have shown or established his title to the satisfaction of the Board of Directors.
23. Every Shareholder shall on payment of such sum not

Shareholders entitled to certificate of shares.

exceeding 2s. 6d. as the Board of Directors may prescribe be entitled to a certificate under the common seal of the Company Specifying the shares held by him and the amount paid up thereon.
24. If such certificate is worn out or lost it may be renewed on

Certificate if lost or worn out may be renewed.

payment of the sum of one shilling.
25. The Register Book of Transfers shall be closed during such

When Register Book may be closed

time (not exceeding fourteen days in the whole) immediately preceding the declaring of a dividend or the holding of the ordinary general meeting in each year as the Board of Directors page 14 may fix of which seven days notice shall be given by advertisement in one or more of the public newspapers published in the City of Wellington.