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The Pamphlet Collection of Sir Robert Stout: Volume 88

Memorandum of association, articles of association, certificate of incorporation

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The National Fire and Marine Insurance Company Of New Zealand.

Memorandum of Association.

Articles of Association.

Certificate of Incorporation.

Under "The Joint Stock Companies Act 1860," and "The Joint Stock Companies Amendment Act 1862."

Registered Office in the City of Dunedin.

Printed At "Daily Times" Office, Dunedin: Rattray Street.

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Memorandum of Association of the National Fire & Marine Insurance Company Of New Zealand, with Articles of Association Annexed,

Memorandum of Association.

1st. The name of the Company is "The National Fire and Marine Insurance Company of New Zealand."

2nd. The Registered Office of the Company is to be established in the City of Dunedin, in the Province of Otago.

3rd. The objects for which the Company is established are "To undertake and effect Insurances against loss, destruction, or damage by fire upon or in respect of Dwelling-houses, Warehouses, Shops, and all other kinds of buildings and erections whatsoever, situate in any part of the Colony of New Zealand, or in any other part of the world, or the rents thereof, or mortgages thereon, or any interest whatsoever therein respectively; and also upon or in respect of all kinds of Goods, Wares, Merchandise, Household and other Furniture and Effects, Farming Produce, Live Stock, and Chattels, in the said Colony of New Zealand, or in any other part of the world, and any interest whatsoever therein respectively; and also to undertake and effect insurances upon Marine risks of or upon Ships or Vessels in harbour, or to sail from and to, or from or to any port or ports in the world, and either for a particular voyage, or particular voyages, whether coasting or otherwise, or for and during a certain time, or upon any other Marine risks whatsoever, which, in the opinion of the Directors of the Company for the time being, shall he of an insurable character; and generally to effect page 4 and carry out all and singular the objects and purposes usually considered to be embraced in and by the several kinds of insurance business aforesaid." It shall also be within the scope and objects of the Company to purchase the goodwill and business in New Zealand, or elsewhere, and undertake or take over all the liabilities in New Zealand, or elsewhere, of any other Fire or Marine Insurance Company or Companies, upon such terms as may be mutually agreed between the Company and such other Company or Companies as aforesaid.

4th. The liability of the Shareholders is unlimited.

5th. The nominal capital of the Company is One Million Pounds, divided into One Hundred Thousand Shares of Ten Pounds each.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of this Memorandum of Association, and we respectively agree to take the number of Shares in the capital of the Company set opposite to our respective names.

Names and Addresses of Subscribers No. of Shares taken by each Subscriber.
1. John L. Butter Worth of Dunedin 500
2. J. Cargill of Dunedin 500
3. W. J. M. Larnach of Dunedin 500 of Dunedin
4. Richard Oliver of Dunedin 500 of Dunedin
5. Keith Ramsay of Dunedin 500 of Dunedin
6. James Smith of Dunedin 500 of Dunedin
7. Robert Wilson of Dunedin 500 of Dunedin
Total Number of Shares taken 3,500

Dated this fifteenth day of September, one thousand eight hundred and seventy-three.

Witness to the above Signatures,

R. H. Leary, Accountant,

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Articles of Association of the National Fire & Marine Insurance Company Of New Zealand.

It is agreed as follows :

The following shall be the Regulations of the above-named Company, which is hereinafter referred to as "The Company."


1. Table "B" annexed to the "Joint Stock Companies Act, 1860," shall not apply.

2. In the construction of these Articles unless there is something inconsistent in the context—

Words importing the singular number only shall include the plural number, and words importing the plural number only shall include the singular number; words importing the masculine gender only shall include the feminine gender, and words applicable to persons shall apply to incorporated Companies.

Register of Shareholders.

3. The Company shall keep a Register of Shareholders at the registered office of the Company in Dunedin, and such Register shall contain the following in addition to any other particulars which the Directors may consider expedient:—
(1.)The name and address and the occupation (if any) of, and the number of shares held by each Shareholder, distinguishing each share by a separate number.
(2.)The amount paid upon each share.
(3.)The date at which the name of any person was entered in the Register as a Shareholder.
(4.)The date at which any person ceased to be a Shareholder in respect of any share or shares.
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4. The Register of Shareholders except when closed as hereinafter mentioned shall during business hours, but subject to such reasonable restrictions as the Company may in general meeting impose, be open to the inspection of any shareholder in the Company.

5. The Register of Shareholders shall be evidence of any matter directed by these Articles to be inserted therein.

6. No notice of any trust express implied or constructive shall be entered on the register of shareholders or be receivable by the Company, and every person who has accepted a share and whose name is entered on the said register of shareholders and no other person shall be deemed to be a shareholder in the Company.


7. No person shall be deemed to have accepted any share in the Company unless being an original applicant for such share he shall have signed a written or printed application for the same, and the same shall have been allotted to him by or on behalf of the Company, or being a transferee of any share or shares he has testified his acceptance thereof by writing under his hand in such form as the Company from time to time directs.

8. The capital of the Company shall be payable as follows, i.e. to say:—5s. per share shall be paid by each intending shareholder upon his application in writing to the said Company for shares; a further sum of 5s per share upon allotment of shares to each applicant, or such sum as together with the said 5s per share paid upon application as aforesaid shall make up the sum of 10s per share upon the number of shares actually allotted to each applicant; and the further sum of ten shillings per share upon the number of shares allotted to or held by each shareholder for the time being, such last mentioned sum of ten shillings per share to be payable to the Company in four successive calls of two shillings and sixpence each per share at intervals of not less than three months, such calls to be made from time to time by the Directors of the Company by giving to the shareholders not less than three months' notice of each of the said calls, which shall be payable at such times and places and to such persons as shall bo mentioned in such notice or notices. Provided always that it shall not be obligatory upon the said Directors to make any such calls as aforesaid, if in their discretion they shall deem it unnecessary to make them or any of them. As to the remaining unpaid capital of the Company beyond the aforesaid several sums of five shillings, five shillings, and ten shillings per share, no further call shall be made without the sanction of a special general meeting of the shareholders of the Company for the time being, to be duly convened for that purpose; and whenever any such further call shall have been so sanctioned the same shall be deemed to have been made at the time when the resolution of such special general meeting authorising such calls shall have been passed; and any such call as last aforesaid shall be and become payable at such time or times and such place or places as shall be named or appointed by the Directors.

9. If before or on the day appointed for payment, any shareholder does not pay the amount of any call to which he is liable, then such shareholder shall be liable to pay interest for the same at the rate of page 7 ten pounds per cent, per annum from the day appointed for the payment thereof to the time of the actual payment.

10. The Company may, if they think fit, receive from any of the shareholders willing to advance the same, all, or any part of the monies due upon the respective shares beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the shareholder paying such sum or sums in advance and the Company may agree upon.

11. If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of the share.

Transfer of Shares.

12. The instrument of transfer of any share in the Company shall be executed both by the transferor and transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the proper Register in respect thereof.

13. Shares may be transferred in the following form or to the like effect:—

"I____of____in____consideration of the sum of____paid to me by____do hereby transfer to the said____shares numbered____in "The National Fire and Marine Insurance Company of New Zealand" standing in my name in the books of the said Company To hold unto the said____his executors administrators and assigns subject to the several conditions on which I hold the same at the time of the execution hereof And I the said____do hereby agree to take the said share subject to the conditions aforesaid As witness our hands the____day of

14. The Company may decline to register any transfer of shares made by a shareholder who is indebted to them.

15. Every shareholder shall be entitled to a certificate under the common seal of the Company, specifying the share or shares held by him and the amount paid up thereon; and upon any transfer of shares the sum of two shillings and sixpence shall be payable to the Company.

16. If such certificate is worn out or lost it may be renewed on payment of the sum of two shillings and sixpence for each certificate.

17. The transfer books shall be closed during the six weeks immediately preceding the ordinary general meeting in each year.

Transmission of Shares.

18. The executors or administrators of a deceased shareholder shall be the only persons recognised by the Company as having any title to his share.

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19. Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any shareholder, or in consequence of the marriage of any female shareholder, or in any other way than by transfer, may be registered as a shareholder upon such evidence being produced as may from time to time be required by the Company.

20. Any person who has become entitled to a share in any way other than by transfer may, with the consent of the Directors, instead of being registered himself, elect to have some person to be named by him registered as a holder of such share.

21. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.

22. The deed of transfer shall be presented to the Company accompanied with such evidence as they may require to prove the title of the transferor, and thereupon the Company shall register the transferee as a shareholder.

Forfeiture of Shares.

23. If any shareholder fails to pay any call due on the appointed day, the Company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call, together with any interest that may have accrued by reason of such non-payment.

24. The notice shall name a further day and a place or places, being a place or places at which calls of the Company are usually made payable, on and at which such call is to be paid. It shall also state that in the event of non-payment at the time and place appointed, the shares in respect of which such call was made will be liable to be forfeited.

25. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolution of the Directors to that effect: Provided that no share shall be forfeited, unless the call due in respect thereof shall be at most three months in arrears.

26. Any shares so forfeited shall be deemed to be the property of the Company, and may be disposed of in such manner as the Company thinks fit.

27. Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the Company all calls and interest thereon owing upon such shares at the time of the forfeiture.

Increase in Capital.

28. The Company may, with the sanction of the Company previously given in general meeting, increase its capital.

29. Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects, whether with reference to the payment of calls or the forfeiture of shares on non-payment of calls or otherwise, as if it had been part of the original capital remaining uncalled after page 9 payment of the aforesaid sums of five shillings, and five shillings, respectively, made payable upon application and allotment as aforesaid.

General Meetings.

30. The first general meeting of shareholders shall be held at such time, not being more than twelve months after the incorporation of the Company, and at such place in Dunedin as the Directors may determine.

31. Subsequent general meetings shall be held at such time and place in Dunedin as may be prescribed by the Company in general meetings; and if no other time or place is prescribed, a general meeting shall be held on the first Monday in May and the first Monday in November in every year, at such place in Dunedin as may be determined by the Directors.

32. The above-mentioned general meetings shall be called ordinary meetings : all other general meetings shall be called extraordinary.

33. The Directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-tenth part of the shares of the Company, convene an extraordinary general meeting.

34. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the Company.

35. Upon the receipt of such requisition the Directors shall forthwith proceed to convene a general meeting. If they do not proceed to convene the same within twenty-one days from the date of the requisition, the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.

36. Twenty-one days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held, shall be given by advertisement, or in such other manner (if any) as may be prescribed by the Company.

37. Any shareholder may, on giving not less than seven days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

38. The notice required of a shareholder shall be given by leaving a copy of the proposed resolution at the registered office of the Company.

39. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of shareholders is present at the commencement of such business; and such quorum shall consist of not less than seven shareholders, who shall together hold or represent by proxy not less than one-tenth of the whole number of shares in the Company.

40. If within half an hour from the time appointed for the meeting, a quorum of shareholders is not present, the meeting, if convened upon the requisition of the shareholders, shall be dissolved. In any other case it shall stand adjourned to the following week day, at the page 10 same time and place; and if at such adjourned meeting a quorum of shareholders is not present it shall be adjourned sine die.

41. The Chairman (if any) of the Board of Directors shall preside as Chairman at every meeting of the Company.

42. If there is no such Chairman, or if at any meeting he is not present at the time of holding the same, the shareholders present shall choose some one of their number to be Chairman of such meeting.

43. The Chairman of any meeting may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

44. At any general meeting, unless a poll is demanded by at least five shareholders, a declaration by the Chairman that a resolution has been carried and an entry to that effect in the Book of Proceedings of the Company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

45. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chairman of any meeting directs, and the result of such poll shall be deemed to be the resolution of the Company in general meeting.

Votes of Shareholders.

46. Every shareholder shall have one vote for every share up to ten; he shall have an additional vote for every ten shares beyond the first ten shares up to three hundred; and an additional vote for every twenty shares held by him beyond three hundred shares.

47. If any shareholder is a lunatic or an idiot he may vote by his committee; and if any shareholder is a minor he may vote by his guardian or any one of his guardians if more than one.

48. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the register of shareholders as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.

49. No shareholder shall be entitled to vote at any meeting unless all calls and interest (if any) due from him have been paid, nor until he shall have been possessed of his shares one calendar month, unless such shares shall have been acquired, or shall have come by a bequest, or by marriage, or by succession to an intestate's estate, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividend of such shares.

50. Votes may be given either personally or by proxies. A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a Corporation, under the common seal of such Corporation.

51. No person shall be appointed a proxy who is not a shareholder, and the instrument appointing him shall be deposited at the registered office of the Company not less than twenty-four hours before the time page 11 of holding the meeting at which he proposes to vote; but no instrument appointing a proxy shall be valid after the expiration of one month from the date of its execution.


52. The number of the Directors shall be nine, of whom three shall form a quorum, and each Director shall hold at least three hundred and fifty shares in the Company.

53. The following persons shall be, and they are hereby constituted the first Directors of the Company :—
  • John Leach Butterworth, of Dunedin, Merchant.
  • John Cargill, of same place, Merchant.
  • Henry Driver, of same place, Stock and Station Agent.
  • William James Mudie Larnach, of same place, Banker.
  • Richard Oliver, of same place, Merchant.
  • Evan Prosser, of same place, Merchant.
  • George Gray Russell, of same place, Merchant.
  • Keith Ramsay, of same place, Merchant.
  • Robert Wilson, of same place, Merchant.

Powers of Directors.

54. 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 Joint Stock Companies' Act, 1860," or any other Act amending the same, or by the Articles of Association (if any) declared to be exercisable by the Company in general meeting, subject nevertheless to any regulations of the Articles of Association to the provisions of this Act, and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed 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.

55. 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 advantageous for accomplishing the objects and carrying on the business of the Company : And in particular they shall have power to do the following things :—
(1.)They may commence the business of the Company as soon as they shall see lit.
(2.)They may appoint and at pleasure 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.page 12
(3.)They may from time to time establish 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. Such Branches or Agencies may, at the discretion of the Directors, be conducted either with or without Local Directors; and such Local Directors (if any) shall be appointed by the Directors, who may prescribe and fix the powers, duties, responsibilities, term of office, and remuneration, of such Local Directors, and remove them from office as and when they the Directors shall think fit.
(4.)They may at their discretion invest any funds of the Company in such manner and on such security and terms as they may think fit, and may from time to time vary the investments.
(5.)They may 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.
(6.)They may from time to time raise or borrow such sums of money as they may think expedient, and may secure the repayment of such sums by mortgages or submortgages 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 such mortgages or other securities may contain such covenants, powers, and obligations as they may think expedient.
(7.)Until the Company in general meeting shall otherwise determine, the Directors, by way of remuneration for their services, may out of the funds of the Company appropriate a sum sufficient to pay one pound one shilling to each Director for each and every sitting of the Directors at which he shall be present.
(8.)They may in the name and on behalf of the Company appoint any person or persons to be the Attorney or Attornies 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 : And they may empower such Attorney or Attornies to execute any such deeds or instruments under the private seal or seals of such Attorney or Attornies instead of the common 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 Attornies of the Company on the other hand, continue in force (notwithstanding the same power may have been revoked or the Company page 13 wound up or dissolved) until all and every the Attornies to whom the same power is given shall have received notice or information of such revocation, winding up, or dissolution.

Disqualification of Directors.

56. The office of Director shall be vacated—
  • If he shall hold less than three hundred and fifty shares in the Company;
  • If he holds any other office or place of profit under the Company;
  • If he becomes bankrupt or insolvent;
  • If he is concerned in or participates in the profits of any contract with the Company;
  • If he participates in the profits of any work done for the Company :
  • If he shall be continuously absent from meetings of the Directors during three consecutive months without the special leave of the Directors, to be recorded in their minute book.

But the above rules shall be subject to the following exceptions :—That no Director shall vacate his office by reason of his being a shareholder in any incorporated Company which has entered into contracts with, or done any work for, the Company of which he is a Director; nevertheless he shall not vote in respect of such contract or work, and if he does so vote his vote shall not be counted, and he shall incur a penalty not exceeding twenty pounds.

Rotation of Directors.

57. At the first ordinary meeting after the incorporation of the Company, the whole of the Directors shall retire from office; and at the first ordinary meeting in every subsequent year one-third of the Directors for the time being, or, if their number is not a multiple of three, then the number nearest to one-third shall retire from office.

58. The one-third or other nearest number to retire during the first and second years ensuing the incorporation of the Company shall, unless the Directors agree among themselves, be determined by ballot. In any subsequent year the one-third or other nearest number who have been longest in office shall retire.

59. A retiring Director shall be re-eligible.

60. The Company at the ordinary meeting at which any Directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.

61. If at any meeting at which an election of Directors ought to take place no such election is made, the meeting shall stand adjourned till the next week-day at the same time and place; and if at such page 14 adjourned meeting no election takes place, the former Directors shall continue to act until new Directors are appointed at the first ordinary meeting of the following year.

62. The Company may, from time to time in general meeting, increase or reduce the number of Directors, and may also determine in what rotation such increased or reduced number is to go out of office.

63. Any casual vacancy occurring in the Board of Directors may be filled up by the Directors, but any person so chosen shall retain his office so long only as the vacating Director would have retained the same if no vacancy had occurred.

Proceedings of Directors.

64. The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a casting vote. A Director, or the General Manager of the Company at Dunedin, may at any time summon a meeting of the Directors.

65. The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the Directors present shall choose some one of their number to be Chairman of such meeting.

66. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Directors.

67. A committee may elect a Chairman of the meetings. If no such Chairman is elected, or if he is not present at the time appointed for holding the same, the members present shall choose one of their number to be Chairman of such meeting.

68. A committee may meet and adjourn as they think proper. Questions at any meetings shall be determined by a majority of votes of the members present, and in case of an equal division of votes the Chairman shall have a casting vote.

69. All acts done by any meeting of the Directors, or of a Committee of Directors, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

70. The Directors shall cause minutes to be made in books provided for the purpose :—
(1.)Of all appointments of officers made by the Directors;
(2.)Of the names of the Directors present at each meeting of Directors and Committees of Directors;page 15
(3.)Of all orders made by the Directors and Committees of Directors; and
(4.)Of all resolutions and proceedings of meetings of the Company, and of the Directors and Committees of Directors;

And any such minutes as aforesaid if signed by any person purporting to be the Chairman of any ensuing meeting of Directors or Committee of Directors at which suclr minutes shall have been read and confirmed, shall be receivable in evidence without any further proof.

71. The Company in general meeting may, by a special resolution, remove any Director before the expiration of his period of office, and appoint another qualified person in his stead. The person so appointed shall hold office during such time only as the Director in whose place he is appointed would have held the same if he had not been removed.


72. Directors, Managers, and other officers of the Company shall be indemnified by the Company against all losses and expenses incurred by them in or about the discharge of their duties, except such as happen from their own wilful act, neglect, or default. No Director shall be responsible for any other Director, or for any officer, clerk, or servant of the Company, or for any loss or expense happening to the Company by the insufficiency or deficiency of value of or title to any property or security acquired or taken on behalf of the Company, or by the bankruptcy or tortious act of any customer or debtor of the Company, or by anything done in the execution of the duties of his office or in relation thereto, or otherwise than for his own wilful act or default.


73. The Directors may, with the sanction of the Company in general meeting, declare a dividend to be paid to the shareholders in proportion to their shares.

74. No dividend shall be payable except out of the profits arising from the business of the Company, after providing for all known claims upon the Company.

75. The Directors may, before recommending any dividend, set aside out of the profits of the Company such sum as they think proper, as a reserved fund to meet contingencies, or for equalizing dividends; and the Directors may invest the sum so set apart as a reserved fund, upon such securities as they may select.

76. The Directors may deduct from the dividends payable to any shareholder all such sums of money as may be due from him to the Company on account of calls or otherwise.

77. Notice of any dividend that may have been declared shall be given to each shareholder, or sent to his registered place of abode or business, and all dividends unclaimed for three years after having been declared, may be forfeited by the Directors for the benefit of the Company.

78. No dividend shall bear interest as against the Company.

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79. The Directors shall cause true accounts to be kept—
(1.)Of the paid-up Capital of the Company, and the mode of investment thereof;
(2.)Of the sums of money received and expended by the Company in the course of its business, and the matter in respect of which such receipt and expenditure takes place; and
(3.)Of the credits and liabilities of the Company :

Such accounts shall be kept upon the principle of double entry in a cash book, journal, and ledger, and any other subsidiary books or forms that may be necessary or proper for the business of the Company. The books of account shall be kept at the principal office of the Company.

80. Once at the least in every half-year the Directors shall lay before the Company in general meeting a statement of the income and expenditure for the past half-year made up to a date not more than one month before such meeting.

81. The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters. Every item of expenditure fairly chargeable against the year's income shall be brought into account so that a just balance of profit and loss may be laid before the meeting; and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year, the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.

82. A balance sheet shall be made out in every half-year, and laid before the general meeting of the Company, and such balance sheet shall contain a summary of the assets and liabilities of the Company.

83. A printed copy of such balance sheet shall, fourteen days previously to such meeting, be delivered at the registered address of every shareholder.


84. The accounts of the Company shall be examined, and the correctness of the balance sheet ascertained, by two or more auditors to be elected by the Company in general meeting.

85. If not more than one auditor is appointed, all the provisions herein contained relating to auditors shall apply to him.

86. The auditors need not be shareholders in the Company. No person is eligible as an auditor who is interested otherwise than as a shareholder in any transaction of the Company; and no Director or other officer of the Company is eligible during his continuance in office.

87. The election of auditors shall be made by the Company at the first ordinary meeting in every year.

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88. The remuneration of the auditors shall be fixed by the Company at the time of their election.

89. Any auditor shall be re-eligible on his quitting office.

90. If any casual vacancy occurs in the office of auditor, the Directors shall forthwith call an extraordinary general meeting for the purpose of supplying the same.

91. If no election of auditors is made in manner aforesaid, the Governor of New Zealand may, on the application of one-fifth in number of the shareholders of the Company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the Company for his services.

92. Every auditor shall be supplied with a copy of the balance sheet, and it shall be his duty to examine the same with the accounts and vouchers relating thereto.

93. Every auditor shall have a list delivered to him of all books kept by the Company, and he shall at all reasonable times have access to the books and accounts of the Company. He may at the expense of the Company employ accountants or other persons to assist him in investigating such accounts, and he may in relation to such accounts examine the Directors or any other officer of the Company.

94. The auditors shall make a report to the shareholders upon the balance sheet and accounts, and in every such report they shall state whether in their opinion the balance sheet is a full and fair balance sheet containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the Company's affairs, and in case they have called for explanations or information from the Directors, whether such explanations or information have been given by the Directors, and whether they have been satisfactory; and such report shall be read, together with the report of the Directors, at the ordinary meeting.


95. Notices requiring to be served by the Company upon the shareholders may be served either personally or by leaving the same addressed to the shareholders at their usual or last known places of abode or business, or by sending the same through any post-office addressed to the shareholders at their usual or last known places of abode or business.

96. All notices directed to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of the said persons is named first in the register of shareholders; and notice so given shall be sufficient notice to all the proprietors of such share.

97. All notices required by this Act to be given by advertisement, shall be advertised in some newspaper, if any, circulating in every page 18 district in New Zealand in which the Company shall carry on its business.

Names and Addresses of Subscribers.

  • John L. Butter Worth of Dunedin
  • J. Cargill of Dunedin
  • W. J. M. Larnach of Dunedin
  • Richard Oliver of Dunedin
  • Keith Ramsay of Dunedin
  • James Smith of Dunedin
  • Robert Wilson of Dunedin
Witness to the above Signatures—

R. H. Leary, Accountant,

page 19

New Zealand.

Certificate of Incorporation of the Rational Fire & Marine Insurance Company Of New Zealand.


I Alfred William Smith Registrar of Joint Stock Companies do hereby certify that The National Fire and Marine Insurance Company of New Zealand is incorporated under "The Joint Stock Companies Act 1860" and "The Joint Stock Companies Amendment Act 1862."

Given under my hand at Dunedin this twentieth day of September one thousand eight hundred and seventy-three.

A. W. Smith,

Registrar of Joint Stock Companies.