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The Pamphlet Collection of Sir Robert Stout: Volume 88


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1. Preliminary.

2. Shares—Capital of Company.

3. Calls—how and when made.

4. Calls—when deemed to be made.

5. Interest to be paid on unpaid calls.

6. Shares upon which calls are unpaid may be forfeited.

7. The payment of interest upon unpaid calls and the forfeiture of shares may be mitigated or waived.

8. Holders of forfeited shares to remain liable for unpaid calls.

9. Business of the Company may be carried on though whole of capital not subscribed or taken up.

10. How shareholders may retire.

11. Registered Shareholders to be deemed the beneficial owners. If joint shareholders first on register to be deemed beneficial owners.

12. Shareholders' register to be kept.

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

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

15. Shareholders may transfer.

16. Transfer form to be made and registered.

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

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

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

20. Legatees and next of kin of deceased shareholders not to become shareholder but executor or administrator shall.

21. Husband of female shareholder or executor or administrator of deceased shareholder may either sell shares or become a shareholder. Assignees, &c., of bankrupt shareholders not entitled to become shareholders but may sell-shares in meantime excluded from interfering in the affairs of the Company.

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

23. Shareholders entitled to certificate of shares.

24. Certificate if lost or worn out may be renewed.

25. When Register Book may be closed.

26. Increase of capital.

27. Additional capital how to be raised and apportioned.

28. Ordinary general meetings when to be held.

29. Special general meetings.

30. One-fourth of shareholders necessary to constitute a meeting except for the purpose of declaring a dividend.

31. General meetings may adjourn.

32. Notice of general meetings.

33. Business at general meetings.

34. Who shall preside at general meetings.

35. New regulations or repeal &c., of provisions of present regulations to be effected by votes of three-fourths of Shareholders at specially called meeting.

36. Differences arising on questions submitted to general meeting to be determined by show of hands or by ballot.

37. Votes of Shareholders.

38. Votes of persons under disability how to be given.

39. Votes may be given personally or by proxy.

40. Attorney deemed lawful proxy.

41. Shareholders cannot bind or affect Company otherwise than by resolution at meeting.

42. Company to haw paramount lien on shares for debts due by Shareholders.

43. General .Meeting Book. Minutes and their effects.

44. Directors to provide Common Seal.

45. Business of Company to be man-aged by Board of Directors.

46. How Policies are to be executed and attested. Proviso limiting liability to be inserted therein.

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47. Board of Directors may accept surrender of Policies.

48. Board of Directors may renew &c. any Policy.

49. In case of loss Board may compound.

50. Names of first Directors.

51. Number of future Directors.

52. Remuneration of Directors and Local Directors.

53. Directors how to be appointed.

54. When Directors shall be appointed.

55. Candidates for the office of Directors to give notice.

56. Election of Directors to be by ballot.

57. Parsons elected Directors to signify acceptance by writing.

58. Directors ceasing to hold shares &c. cease to be Directors. Directors dying &c. others to be appointed.

59. If requisite number of Directors not elected at annual general meeting may be elected at a special general meeting.

60. Directors may resign.

61. In certain cases Board of Directors may appoint Shareholders to fill vacancies in office of Directors.

62. Board of Directors to determine quorum.

63. Chairman of Board of Directors.

64. Chairman of Board of Directors to preside.

65. Chairman to have casting and individual vote.

66. Meetings of Directors.

67. Board to appoint Bankers Solicitors &c.

68. Any Director may inspect books &c.

69. Disqualification &c. of Director not to invalidate act done by him.

70. Directors' Minute Book to be kept. What to be entered therein. Entries to be prima facie evidence.

71. Local Boards of Directors. Local Directors for Provinces of Otago, Canterbury, Auckland.

72. Local Directors to hold office until meeting in August, 1877.

73. Power of Local Directors.

74. Dividends.

75. Board of Directors may make &c. promissory notes &c.

76. Acts of Directors to bind Company

77. Receipt of Directors and Local Directors.

78. Board of Directors may sue &c.

79. Deeds &c. to be in custody of Board of Directors.

80. Books of Account may be inspected by Shareholders.

81. Half-yearly Statement.

82. Statement how to be arranged and what to contain.

83. Balance Sheet.

84. Shareholders to have copies of Balance Sheet.

85. Proper Book to be kept and full sufficient entries to be made therein.

86. Calls and installments when to be paid and how cheques are to be signed.

87. What shall be deemed capital and how applicable.

88. Balance sheet to be examined by the Auditors.

89. Auditors may investigate accounts

90. Auditors' Report.

91. Auditors when and how appointed First Auditors.

92. Auditors may be removed and others appointed.

93. Auditors may resign or be removed.

94. Auditors to report upon the accounts and affairs of the company to Board of Directors.

95. Notices how to be served.

96. Notices to joint Shareholders.

97. Notices by advertisement under Joint-Stock Companies Act 1860.

98. Dissolution of the Company—Resolution of two successive general meetings necessary to dissolve Company.

99. Company not to be wound up otherwise than as herein provided.

100. Liability of Directors &c.

101. Indemnity to Directors &c.

102. Indemnity to Shareholders.

103. Claims and demands a first charge.

104. Articles may be executed under Power of Attorney.

105. Director and Officers of Company to observe secrecy as to Company's affairs.

106. Printed copies of articles to be evidence.

107. Interpretation.