44. The Board of Directors shall provide a common seal. Such seal shall only be varied or broken in pursuance of a reso- page 20 lution passed at a general meeting of the Company which reslution shall set forth the design and inscription that shall appear on the seal. The seal shall be kept in the custody of the Board of Directors at the registered office of the Company and shall only be affixed in pursuance of a resolution of the Board of Directors and in the presence of the Chairman or two of the Directors.

50. The Honorable William Fitzherbert C.M.G. of the Hutt George Hunter Joe Dransfield Frederick Augustus Krull Lipman Levy Edward William Mills and Thomas John Mountain Esquires all of the City of Wellington shall be and they are hereby

51. The number of future Directors may from time to time be fixed and determined at any special general meeting by the number of votes herein required in that behalf and until any other number of Directors shall be so fixed the number of Directors shall not be less than five.

52. A sum not exceeding One Hundred Pounds per annum shall be appropriated and set apart out of the profits of the Company for the Directors' remuneration such sum to be divided amongst such Directors respectively in such proportions as they shall settle among themselves and a sum not exceeding One Hundred pounds per annum shall likewise be appropriated and set apart for the remuneration of the Local Directors such sum to be divided among such Local Directors in such proportion as the Board of Directors shall direct Provided always that no such sums as aforesaid shall be paid or appropriated unless and until a, dividend shall have been declared by the Board of Directors Provided also that any general meeting shall have power from time to time to increase or reduce the amount of such remuneration.

53. The respective Directors hereinbefore appointed shall continue in and hold the office of Directors until the first general annual meeting of the Shareholders to be holden during the month of August in the year one thousand eight hundred and seventy-seven at which meeting the Shareholders shall elect Directors to manage and conduct the affairs of the Company according to and with the functions herein before mentioned and such Directors respectively shall continue in office until the several days herein mentioned namely at the general annual meeting of the Shareholders to be holden during the month of August in the year one thousand eight hundred and seventy-eight and at every Subsequent general annual meeting half of each set of Directors or if their number is not a multiple of two then the nearest number under one half shall go out of office in rotation and as regards such rotation the Directors who shall have had the least number of votes at the election of Directors at the first general meeting shall retire first and so on with respect to the other elected Directors according to the number of votes each received until all the Directors elected at the first general meeting shall have retired and after the retirement of the said first elected Directors the Directors to retire at any meeting shall be those who have been longest in office and in case at any meeting the Directors who are to retire cannot from any cause page 22 whatsoever fee ascertained the Directors to retire shall be settled by lot among those of equal seniority and at every general annual meeting all the vacancies in the directorship shall be supplied by the election of a sufficient number of qualified Shareholders and in case a Director be re-elected such Director shall be deemed to have been in office only from the time of such re-election Provided always that any Director and whether hereinbefore named or to be elected as aforesaid going out of office shall be eligible for re-election.

54. The election of Directors shall be made at a general annual meeting only or some adjournment thereof except that if at any special general meeting it shall be determined by the number of votes herein required in that behalf to appoint any additional Directors such meeting shall appoint a place and time for a meeting for proceeding to an election of such additional Directors.

55. Every Shareholder who shall become a candidate for the office of Director shall give notice thereof in writing to the Board of Directors fifteen days at least before the day of election and for ten days at least before such day a list of the names and residences of such candidates shall fee published in one of the newspapers published in the City of Wellington aforesaid.

56. Every election of Directors shall fee by ballot as hereinbefore provided and not otherwise and when and so often as on the election of any Directors there shall be votes for more candidates than there shall be vacancies and in consequence of any two or more candidates having an equal number of votes it cannot be Otherwise determined which of the candidates are to supply the vacancies the casting vote of the Chairman shall decide the matter.

57. Every Shareholder who shall be elected a Director shall within twenty days after such election testify his acceptance of the office of Director by a memorandum in writing to that effect to be addressed and forwarded to the Board of Directors and which memorandum shall be filed and recorded in a book to fee kept by the Board of Directors for that purpose and in case any person who shall fee so nominated shall refuse his appointment or decline or neglect within the time aforesaid to sign and forward such acceptance his place shall fee declared vacant by the Directors and the Board of Directors shall appoint some other duly qualified Shareholder to supply the place of the Director so refusing declining or neglecting and the Director so substituted shall stand in rotation and place and be in the same situation in all respects as the person in whose stead he shall be appointed and the same course shall be adopted from time to time in every case of neglect or refusal to comply with this provision until the number of Directors accepting office shall be completed.

58. In case any Director shall cease to hold shares in the Company or shall become bankrupt or shall have his estate sequestrated or liquidated for the benefit of his creditors or shall make any assignment for the benefit of his creditors generally or shall suspend payment or shall compromise with his creditors or be declared a lunatic or shall absent himself from the meetings of the Board of which he is a member during the whole of two consecutive calendar months without special leave of absence from such Board or shall be convicted of felony or misdemeanor he shall forthwith cease to be a Director but not so as to invalidate the proceedings or acts of any meeting of the Company or of any Board at which he shall be present and in case any Director of the Company shall die or reside out of the Province of Wellington for the space of three calendar months or shall resign or shall refuse neglect or become incapable to act in or shall improperly conduct himself in or about the affairs of the Company or shall become bankrupt or shall have his estate sequestrated or liquidated for the benefit of his creditors or shall make any assignment for the benefit of his creditors generally or suspend payment or compromise with his creditors or shall be declared a lunatic or shall be convicted of felony or misdemeanor then and in every or any such case and so often as the same shall happen it shall be lawful for the Shareholders at any special general meeting to remove such person if alive from his office and the Shareholders may at the same or any special general meeting appoint in place of the Director so ceasing or removed some other fit Shareholder as Director and such succeeding Director shall fill the office to which he shall be so appointed thenceforth during the remainder of the term of office of the person in whose place he shall so succeed and shall retire from office at the time when such person if continuing in office would have retired and in his stead.

59. In default of the requisite number of Directors being elected at an annual general meeting a Special general meeting of the Shareholders shall be called within one calendar month after such annual general meeting and at such special general meeting or at any adjournment thereof the requisite number of Directors shall be chosen or re-elected in the place of those who would have retired at the annual general meeting and the Directors who would have so retired shall continue in office until the requisite number of Directors shall be appointed in pursuance of this present clause.

60. Any Director shall be at liberty to resign office at pleasure but no Director shall be deemed to have voluntarily resigned unless and until he shall declare his resignation by some writing under his hand left with the Chairman of the Board of Directors.

61. When and so often as the office of any Director shall be vacated otherwise than by his going out at an annual general meeting the surviving or continuing Directors may (without prejudice nevertheless to the powers of the Shareholders under the clause hereinbefore contained for filling up vacancies in the office of Director) within fourteen days after such vacancy shall have occurred appoint such qualified Shareholder as they shall think fit to be a Director for the purpose of supplying such vacancy during the current year but no Director appointed by the Directors under this present power shall in any case continue in office beyond the next following annual general meeting unless he shall be then re-elected.

62. The number of Directors to constitute a quorum shall from time to time be fixed by the Board of Directors and until otherwise fixed three Directors shall form a quorum and be sufficient to form a Board Meeting and every act thing order resolution or other proceeding of any Board Meeting at which the number of Directors for the time being constituting a quorum shall be present shall be as valid and effectual as if all the Directors had concurred therein and the powers and functions of the Board of Directors shall not cease or be destroyed or suspended so long as the same shall consist of a sufficient number of Directors to form a quorum.

63. At the first meeting of each Board of Directors after the first general ordinary meeting to be holden during the month of August in the year one thousand eight hundred and seventy-seven and at the first meeting of each Board of Directors after the general annual meeting to be holden during the month of August in every subsequent year the Directors shall proceed to elect from their body a Chairman thereof for the then ensuing year and thenceforth until another be appointed in his stead and in the event of any vacancy occurring in the office of chairman before the expiration of the current year the Directors shall from amongst themselves appoint a chairman to fill such vacancy until the next general annual meeting and from thenceforth until another be appointed in his stead (subject in all cases to the provisions and restrictions of these presents).

64. At every Board Meeting of the Directors the chairman shall preside but if at any meeting of the Directors the permanent chairman shall not be present the Directors shall appoint a chairman for the time being from amongst themselves who shall at such meeting have the same powers and privileges for the time being as if he were the permanent chairman.

65. on all questions where the votes of the Directors are equally divided the chairman or person presiding at the meeting for the time being shall have a casting vote in addition to his individual vote.

66. The Directors shall by vote among themselves fix the time of their meetings and shall hold a meeting once in every month or oftener at the office for the time being of the Company in the City of Wellington or at such other place as they shall deem expedient for the interest of the Company for the purpose of holding Board meetings and no meeting of Directors shall he complete unless and until a quorum shall be present and any Director may call an extraordinary meeting of the Directors by a letter addressed by him or by the Secretary of the Company for the time being and sent by hand or by post to each of such Directors two days previous to such extraordinary meeting and the Directors may adjourn their meetings from time to time as they shall think fit and except so far as shall be determined by the resolution of any meetings of the Company the proceedings at the meetings of the Directors shall be regulated as they shall think fit but no Director shall vote upon any contract in which he is either directly or indirectly interested.

67. The Board of Directors shall have the appointment of the Bankers Solicitors Secretary clerks officers and servants of the Company (except as herein specially provided to the contrary) and shall have power to allow the persons respectively appointed by them such salaries wages remuneration or compensation or other benefit as the Board shall think proper and it shall be lawful for the Board of Directors from time to time to suspend displace or dismiss any such person or persons appointed by them and to appoint or not appoint any other or others in his or their stead and from time to time to make such rules and regulations concerning them as the Board of Directors shall think fit and all salaries wages and compensation to officers and servants shall be forth with paid when due.

68. Any Director shall at any time be at liberty to inspect examine and take extracts from all papers books of account and other books Directors' minutes deeds and documents relating to the business and transactions of the Company in any of its branches.

69. All acts done by any meeting of the Directors or by any person assuming to be a Director by virtue of his appointment or election to the office of Director shall notwithstanding that it afterwards be discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified or had ceased to be qualified to hold the office of Director be as valid and binding effectual or available both against and in favour of the Company and all other persons but not in favor of himself as if he had been duly appointed and elected and had been in no respect disqualified to act as such Director and any Director ceasing to be a Director from disqualification as aforesaid shall not on that account merely be ineligible to re-election on again becoming qualified.

70. A book or books shall always be provided and kept in use for the purpose of the Company under the superintendence of the Board of Directors by the title of the "Directors' Minute Book" and a true and faithful record of the proceedings which shall have taken place at any Board Meeting shall be compiled and made up and entered in the said Directors' Minute Book and be signed by the Chairman who shall have presided at such meeting and the proceedings of any Board Meeting 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 in any respect improperly notified to the Directors or by reason that any Director whose name may appear recorded as having been present at such meeting was not qualified to act as Director or by reason of any other irregularity unless the same shall appear on such record but every entry in the book purporting to be the record of any proceedings it any Board Meeting and to have been so signed as aforesaid shall be acknowledged and received by all the Shareholders of the Company as prima facie 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 such number of Directors as shall therein be stated to have attended at such Board meeting did in fact attend and was and were qualified to attend and act as Directors thereat and that the person whose name shall have been subscribed to such record as Chairman was Chairman of the meeting at which the proceedings thereby recorded took place and that he was the proper person to preside and did actually preside at such meeting and every Board 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 fact of such record be treated and recognised by all the Shareholders in the Company as having been duly notified summoned convened and held in accordance with the rides and regulations for the time being in force concerning Board meetings and the proceedings of every Board meeting which shall from time to time be recorded as aforesaid shall unless the contrary appear on the face of the record thereof be received adopted treated recognised and acted upon as having been regularand proper in all respects and every order or resolution which shall be recorded as part of such proceedings shall so long as such order or resolution shall subsist unrescinded be treated recognised and acted upon as valid and binding upon all the Shareholders as far as an order or resolution of the Board of Directors as the case may be may be sufficient to bind them and shall be sufficient authority for all acts and proceedings in conformity therewith so far as the Board of Directors shall have power to authorise the same not with standing that such order or resolution may be liable to be rescinded or im- page 27 peached 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 upon any other ground what so ever.

71. Local Boards of Directors may from time to time be appointed in such places and to such districts as shall be thought expedient for the purpose of superintending and directing the local affairs of the Company and no person shall be appointed or retain office as a Local Director unless he holds the qualification required and be free from the disquilifications hereinbefore set forth in the case of Directors so far as the same may he applicable and is resident within the area of the district of the Local Board or Directors of which he is or seeks to be a Local Director and the number of Local Directors and the place and area to which their powers shall extend may from time to time he fixed and determined at a special general meeting or annual general meeting of the Company and until so fixed and determined the number of Local Directors shall not be less than three (of whom two shall be a quorum) and the following persons shall be the Local Directors for and the places and areas set opposite their names shall be the districts respectively over which their powers shall extend that is to say :—Benjamin Touks Esquire John Logan Campbell Esquire David Hean Esquire John M. Shera Esquire and George P. Pierce Esquire for the area comprised within the Province of Auckland The said Benjamin Tonks shall be the Chairman of such Local Board of Directors The Honorable John Hall Louis Edward Nathan Esquire and David Craig Esquire for the area comprised within the Province of Canterbury The said John Hall shall he Chairman of such Local Board of Directors The Honorable William Hunter Reynolds Edward Bowes Cargill Esquire Robert Wilson Esquire Charles Stephen Reeves Esquire and Thomas Mills Esquire for the area comprised within the Province of Otago The said Edward Bowes Cargill shall be the Chairman of such Local Board of Directors.

73. Such respective Local Directors hereinbefore appointed shall continue to hold office until the first general annual meeting of the Shareholders to be holden during the month of August in the year one thousand eighthundred and seventy-seven at which meeting the Shareholders shall elect Local Directors to manage and conduct the afiairs of the Company within the areas hereinbefore specified or may increase or diminish such areas and may at such meeting or at any general meeting extend define or limit the powers and authorities of such Local Directors and the functions of such Local Boards of Directors.

73. Until otherwise provided the powers provisions conditions and limitations contained in paragraphs 47, 48, 49, 51, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 68, 69, and 70, page 28 and shall be deemed ami taken to apply as far as circumstances will admit to Local Directors and Local Boards of Directors to all intents and purposes and such paragraphs and these articles shall be read and construed as if the words "Local Directors" and "Local Board of Directors" had been expressly set forth therein but nevertheless such powers shall only be exercised in the place and within the area given to such Local Boards as aforesaid or which may from time to time be given.

74. At any annual general or half-yearly meeting (if the circumstances of the Company will warrant the same) it shall be lawful for the Board of Directors to declare such dividend or bonus out of the clear profits of the Company on all the shares then holden in the capital of the Company as they shall think proper and to determine whether the profits which shall be divisible amongst the Shareholders shall be paid to them in cash or be retained or taken or applied in payment as a call or instalment of capital and the Board of Directors shall have power from time to time to appropriate the same accordingly and it shall be lawful for the Board of Directors to accumulate as a reserve fund such portion of the profits of the Company as they in their discretion may think fit and as they may consider advantageous to the Company and such accumulation shall from time to time be invested in the same manner as is herein directed with regard to the surplus capital for the time being of the Company but no dividend or bonus shall be declared out of or reduce the reserve fund without the previous sanction of a meeting of the Shareholders nor shall any dividend or bonus be declared in any case out of or reduce the capital of the Company and every dividend or bonus shall be payable at the expiration of fourteen days after the same shall be declared and the Board of Directors shall cause the same to be paid accordingly and notice in writing of the time and place of payment shall be given by such Board to the Shareholders by advertisement in one or more of the public newspapers published in the City of Wellington aforesaid.

75. It shall be lawful for the said Board of Directors to make draw indorse and issue such promissory notes bills of exchange and other negotiable instruments or securities on behalf of the Company as the said Board shall deem expedient.

76. Every act deed matter and thing whatsoever made or done by the Directors in execution of and relative to their several duties and powers under and by virtue of these presents shall absolutely bind the Company and every individual member thereof and all persons claiming under him and shall be a good and sufficient discharge exoneration and indemnity to and for every or any person or persons whomsoever for by to or with whom the same shall be assented to made done or executed in or about any dealings between the Board of Directors and such person or persons on account of page 29 the Company and shall be as effectual as if the same had been assented to executed made or done by every person interested in that behalf.

77. The receipt in writing of any three of the Directors or Local Directors to any purchaser mortgagor transferee or other person for any money arising from the property of the Company and payable to the Company or on its behalf or belonging to the Company shall be an effectual discharge to the person paying the same and shall exonerate him from all liability to see to the application thereof or on account of the misapplication or non-application thereof and from all necessity of enquiring into the regularity or propriety of or authority for any sale transfer or other transaction or whether such Directors or any of them have or has been duly elected or appointed or not.

78. The Board of Directors shall have power to commence institute prosecute and defend on behalf of the Company any action suit or other proceeding at law or in equity and also to obtain an adjudication liquidation or sequestration order or take any other proceeding in bankruptcy or insolvency against any person whomsoever whether a Shareholder or not for the purpose of recovering any debt or enforcing defending or resisting any demand due on or made by upon or from the Company or for in or about any other matter relative to the concerns of the Company and also to prefer and institute any information indictment or prosecution by or on behalf of the Company for any fraud crime or offence committed against or with intent to injure or defraud the Company and to defend any proceeding which may be taken or instituted for any offence or alleged offence committed by the officers or servants of the Company or any of them and to discontinue abandon release or become non suit in or compromise refer and submit to arbitration any such action suit or other proceedings or any dispute or difference matter or thing whatsoever and to abide by such submission and every award made in pursuance thereof or to contest the same and to compound for or abandon any debt or debts owing to or on behalf of the Company and to sign and execute any deed of composition or assignment of estate and effects made by any debtor whether a Shareholder or not and to give time to any debtor for payment of his debt either upon security or without and also on behalf of the Company to sign seal and execute a discharge to any person indebted to the Company whether a Shareholder or not and the general and full management of all such actions suits or other proceedings as aforesaid shall be confided to and be under the control of the Board of Directors and any sum or sums of money which shall be recovered and received in any such action suit or other proceedings or under auy bankruptcy insolvency conveyance or assignment as aforesaid shall be brought

79. All, and singular the deeds instruments books letters and papers belonging to the Company shall so far as circumstances will allow be deposited with and remain in the custody of the Directors and be kept in a place of security in the registered office of the Company for the time being or such other place as the Board of Directors shall think fit.