Powers of Directors.

58. The business of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Acts of the General Assembly of the Colony of New Zealand, or by these articles declared to be exercisable only 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.

59. Subject to, but without restraining the generality of the last preceding regulation, the Directors shall have power to do all acts and things which they may consider proper or expedient for accomplishing the objects and carrying on the business of the Company. And in particular they shall have the specific power to do the following things.

(1.)	To commence the business of the Company as soon as they shall see fit, notwithstanding that a part only of the capital of the Company shall have been allotted; and shall have power to pay out of the funds of the Company all preliminary expenses incurred in establishing the Company.
(2.)	To appoint and at pleasure to remove any Manager, Agents, Officers, Clerks or Servants as they from time to time shall deem expedient, and may determine the powers and duties of such Manager, Agents, Officers, Clerks or Servants, and fix their salaries and emoluments.
(3.)	To establish from time to time and, at their discretion, discontinue all or any such Branches or Agencies on behalf of the Company at any places either in or out of New Zealand, and make such regulations for the management of such Branches or Agencies as they may think fit.page 15
(4.)	To enter into, make, execute, rescind, alter, or vary any purchases, leases, exchanges, contracts and agreements of any kind, and whether relating to real or personal property, for all purposes in any way connected with the objects or business of the Company.
(5.)	To raise from time to time or borrow such sums of money as they may think necessary or expedient, and secure the repayment of such sums by mortgages of any property, real or personal, belonging to the Company, or by bonds, or other securities, or by bills of exchange, promissory notes, or other negotiable instruments, and the mortgages or other securities may contain such covenants, powers and obligations as they may think expedient.
(6.)	To appoint in the name and on behalf of the Company any person or persons to be the Attorney or Attorneys for and on behalf of the Company, to execute in the name and on behalf of the Company, all or any deeds or instruments whatsoever, and to do any acts whatsoever including the authority to provide and use an official seal of the Company. And to empower such Attorney or Attorneys to execute any such deeds or instruments under the private seal or seals of such Attorney or Attorneys instead of the common or official seal of the Company : And every power purporting to be granted by the Company as aforesaid shall as between the Company their successors and assigns on the one hand, and the person or persons dealing with the Attorney or Attorneys of the Company on the other hand, continue in force (not with standing the same power may have been revoked or the Company wound up or dissolved) until all and every the Attorneys to whom the same power is given or the person or persons dealing with them shall have received notice or information of such revocation, winding up, or dissolution.
(7.)	To execute and to authorise the execution of all deeds and documents which they may from time to time think expedient, and for that purpose, when deemed expedient, to use or direct the use of the common seal of the Company or any official seal of the Company, and generally to exercise all page 16 such powers and authorities and do all such acts as they may consider necessary for, or conducive or incidental to, the due management of the affairs and carrying on the business of the Company.