28. An ordinary general meeting of the Shareholders shall be holden during the month of August in the year one thousand eight hundred and seventy-seven and during the page 15 month of August in every succeeding year and such meeting shall be called the general annual meeting and a half-yearly meeting of the Shareholders shall be holden during the month of February in the year one thousand eight hundred and seventy-eight and in every subsequent year and such meeting shall be called the general half-yearly meeting and such meetings respectively shall be held on such day and hour at the office of the Company in the City of Wellington aforesaid (or at such other place) as shall be determined on and appointed by the Board of Directors.

29. The Board of Directors may at any time call a general meeting of the Shareholders to be held at the Company's office or elsewhere in the City of Wellington aforesaid as the Board of Directors shall appoint and one-fifth in number or more of the Shareholders for the time being may at any time by writing under their respective hands require the Board of Directors to call a general meeting of the Shareholders for any purpose relating to the Company by causing a requisition in writing under their hands to be addressed to and left for the Board of Directors at the office of the Company in the City of Wellington at least one calendar month previous to the day therein named for such meeting specifying the object for which such meeting is required and the hour at which it is desired such meeting should be held and the Board of Directors shall within ten days after the receipt of such requisition call a meeting of the Shareholders accordingly such meeting to be held at the Company's office or elsewhere in the City of Wellington on the day and hour fixed by the requisition or otherwise the requisitionists may call such meeting themselves by circular letters to the Shareholders and by advertisement in one or more of the public newspapers published in the City of Wellington aforesaid in which case the meetings shall he held in the Company's office or elsewhere in the City of Wellington on the day and hour fixed in such circular letter or advertisement but in no ease shall the day fixed be less than one calendar month after the expiration of such ten days as aforesaid and the meetings so to be held shall be called "special general meetings."

30. In case at any general meeting (whether annual half-yearly or special) one fourth in number and value of the Shareholders having a right to vote at such meetings shall not be personally present or represented by proxy and proceed to business within one hour after the time fixed for the meeting no business shall be done except the declaration of a dividend and the meeting if convened only on special requisition shall stand absolutely dissolved but in every other case shall stand adjourned to that day week at the same hour and place and so on from week to week as often as the same shall happen until at some such meeting the required number of Shareholders holding such shares as aforesaid shall be personally present or represented by proxy and proceed page 16 to business within one hour from the time fixed for the time of such meeting but any such meeeting shall not afterwards be rendered incompetent to transact business by reason of the departure of any Shareholder or Shareholders after the chair shall have been taken.

31. Every meeting whether annual half-yearly or special shall have power to adjourn at pleasure before the whole of the business to be transacted thereat shall be completed but only for the purpose of completing such business and adjourned meetings may be held at such place and from time to time or from day to day or at such other times as the meeting or the adjournment thereof may decide.

32. Every meeting of the Shareholders to be convened by the Board of Directors shall be convened by giving not less than fourteen nor more than thirty days previous notice by advertisement in one or more of the newspapers published in the city of Wellington aforesaid and by circular letters to the Shareholders stating the day hour and place of meeting and also the business to be transacted thereat such letters to be delivered to the respective Shareholders or sent by post directed to them at their respective addresses or places of abode as stated in the Share Register.

33. At the general meeting to be Widen during the month of August in the year one thousand eight hundred and seventy-seven and thereafter at every general annual or half-yearly meeting or at any adjournment thereof respectively the accounts and Auditors' reports of the business property and effects of the Company shall be produced and a special statement of the affairs of the Company and of the assets debts investments liabilities and credits thereof shall be laid before the Shareholder and all other matters shall be transacted which may be necessary or the occasion may require and each such meeting may require the production of the minute books of the Board of Directors and any return and information which it may deem expedient with respect to the property management risks liabilities or business of the Company and may call for any books documents and vouchers and any explanation and information from the Board of Directors Local Directors Auditors officers clerks and servants of the Company with respect to the affairs thereof and may examine allow and confirm or reject the accounts balance sheet and report of the Auditors or Directors so as to bind all the members for the time being of the Company and all persons claiming under them.

34. At every meeting of the Shareholders the Chairman of the Board of Directors shall preside If there is no Chairman or if at any meeting from any cause whatever he shall not be present at such meeting or shall decline to preside then a chairman shall be appointed by a majority of the votes of the Shareholders present to preside at such meeting and on all questions where the votes of the Shareholders are equally page 17 divided the chairman of the meeting shall have a casting vote in addition to his individual vote as a shareholder (except when the concurrence of three-fourths of the votes is hereby required).

35. Three-fourths of the votes of the Shareholders present in person or by proxy representing three-fourths of the shares for the time being issued given at a general meeting specially called for that purpose shall he competent and necessary to make new laws regulations and provisions for the Company or to repeal alter or vary all or any of the provisions herein contained or all or any of the then existing laws and regulations of the Company or to remove any Director or any Auditor or to increase or diminish the number of Directors but upon all other questions or business to be transacted at any meeting (unless herein otherwise specially provided) a majority of the votes of the Shareholders present in person or by proxy and not declining to vote shall decide and the determination of the Shareholders as expressed by the votes or majority of votes hereby required shall be binding on the Company and all the individual Shareholders therein whether voting or not or whether present or absent.

36. If at any general meeting a difference shall arise upon any question submitted to such meeting it may be determined in the first instance by a show of hands but if any five of the Shareholders at such meeting who shall be registered in the Register of Shareholders shall by any writing under their hands (delivered to the chairman presiding at such meeting or the Secretary before such meeting shall close or shall be adjourned) require that a ballot shall be taken from all Shareholders in the Company in reference to such question then (although the opinion of the Shareholders present at such meeting may have been taken thereon by show of hands previously to such ballot being required) a ballot shall be had and taken at such place and time and under such regulations as to the notice thereof and as to the appointment of serutineers of such ballot and otherwise as to the conduct of such ballot as shall be determined on by the chairman of the meeting at which such ballot shall have been demanded.

37. Every Shareholder shall have one vote in respect of the share or shares of which he is the holder but no Shareholder shall be entitled to more than one vote however great a number of shares he may hold.

38. In all cases where any person being a Shareholder shall by reason of infancy lunacy idiocy or other cause be or become incapacitated or incompetent to act it shall be lawful for the guardian trustee or committee (as the case may be) of such person to vote in respect of the shares which he may hold or be entitled to.

39. The votes of every Shareholder may be given in person of by proxy such proxy to be a Shareholder and to be appointed in page 18 writing according to the form contained in the second part of the first Schedule hereto or to the like effect and every Shareholder shall for all general and special purposes be considered as personally present by such proxy whose votes and acts shall be as valid as if made done or given by the Shareholder in person but no Shareholder shall at any general meeting be proxy for more than five Shareholders at a time and every such proxy shall continue in force for the particular meeting for which the same shall have been given and for every adjourned meeting which may take place in consequence of such meeting.

40. The votes of any Shareholder may during his absence from the Province of Wellington be given by his attorney constituted under a letter of attorney to vote and act generally at all meetings of the Shareholders during such absence or under a letter of attorney to act generally in all his affairs in the Colony of New Zealand during his absence abroad and such attorney shall be deemed the lawful proxy of such Shareholder : Provided that such letter of attorney or an attested copy thereof shall be left at the Company's office for inspection two clear days before the meeting at which the same is intended to be first acted upon.

41. The Shareholders individually or collectively (save by a resolution passed at a meeting to be held and convened as herein provided) shall have no power to bind or affect the Company or the assets thereof or be treated as representing the Company and save so far as any right power and privilege is expressly secured to the Shareholders by these presents they shall have no power or right whatever in the mere character of Shareholders either of controlling the board of Directors or of acting in contravention of any order of the said Board or of interfering with directing or controlling the affairs business or concerns of the Company.

42. For all debts liabilities and engagements due to or subsisting with the Company by or on behalf of any Shareholder the Company shall in all cases have a paramount lien on the shares of every such Shareholder whether the debts liabilities or Engagements be those of such Shareholders solely or jointly or in partnership with any other person or persons.

43. The proceedings of the meetings of the Company (whether annual half yearly or special) shall be recorded by the Secretary of the Company in a book or books to be kept for that purpose and to be called "The General Meeting Book" and minutes of such proceedings entered in such book or books shall be signed either at such meetings or within fourteen days next thereafter by the person in the chair or presiding at the meeting whereof such minutes shall have been made and the proceedings of meetings which shall be so recorded shall not be impeached or invalidated by reason of such meeting or the business recorded to have been transacted there at not having been notified or having been page 19 in any respect insufficiently or improperly notified to the Shareholders or by reason that any person or persons present at such meeting or voting upon any question was or were not entitled to be present at the meeting or to vote upon such question or upon any ground or objection to the constitution or mode of convening such meeting or as to the irregularity or impropriety of any proceedings recorded to have taken place thereat unless the absence insufficiency or impropriety of such notification or such other ground of objection as aforesaid appear on the record of such proceedings so entered and signed as aforesaid but every entry in the said book purporting to be the record of the proceedings of any general meeting and to have been so signed as aforesaid shall be acknowledged and received by and between the Shareholders as conclusive evidence that the proceedings so recorded did actually take place at the meeting at which by such record they shall be stated to have taken place and that the persons therein stated to have voted or whose votes shall therein be recorded as having been given upon any question were entitled to vote and did actually vote therein and in the manner therein appearing and that the person whose name shall be therein subscribed to such record was chairman at the meeting at which the proceedings thereby recorded took place and that he was a proper person to preside as chairman at such meeting and that such record was duly entered in the book appropriated for the purpose and every general meeting which by any such record so entered and purporting to be so signed as aforesaid shall be stated or appear to have been held shall unless the contrary appear on the face of such report be treated and recognised by all the Shareholders in the Company as having been duly notified summoned convened and held in accordance with these presents and the proceedings of every meeting which shall from time to time be so recorded as aforesaid shall unless the contrary appear on the face of the record thereof be treated acted upon and recognised by all the Shareholders of the Company as having been regular and proper in all respects and every order or resolution which shall appear recorded as part of the proceedings shall so long as such order or resolution shall subsist unrepealed be heated and recognised as valid and binding on the Shareholders and a sufficient authority for all acts and proceedings in conformity therewith notwithstanding such order or resolution may be impeachable or liable to be rescinded on the ground that the persons concerned in voting for or passing the same or any of them were or was disqualified or incapacitated to vote for or pass the same or on any other ground whatsoever.