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.

DISQUALIFICATION OF DIRECTORS.

47. The office of director shall be vacated

If he holds any other office or place of profit under the

If he becomes bankrupt or insolvent;

company;

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:

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 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.

48. 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.

49. The one-third or other nearest number to retire during the first and second years ensuing, the corporation 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.

50. A retiring director shall be re-eligible.

51. The company at the general meeting at which any directors retire in manner aforesaid shall fill up the vacated offices by electing a like number of persons.

52. 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 day at the same time and place; and if at such 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.

53. 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.

54. 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.

55. The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. 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 may at any time summon a meeting of the directors.

56. 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.

57. 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.

58. 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.

59. 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.

60. All acts done by any meeting of the directors, or of a committee of directors, or by any person acting as a director, shall, notwithstandirg 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. FORM C.

61. The directors shall cause minutes to be made in books provided for the purpose :

(1.) Of all appointments of offices made by the directors;

(2.) Of the names of the directors present at each meeting of directors and committees of directors;

(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 meeting of directors or committee of directors shall be receivable in evidence without any further proof.

62. 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.

DIVIDENDS.

63. 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. 64. No dividend shall be payable except out of the profits arising from the business of the company.

65. 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, or for repairing or maintaining the works connected with the business of the company, or any part thereof; and the directors may invest the sum so set apart as a reserved fund upon such securities as they, with the sanction of the company, may select.

66. 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.

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

68. No dividend shall bear interest as against the company.

ACCOUNTS.

69. The directors shall cause true accounts to be kept

(1.) Of the stock-in-trade of the company;

(2.) Of the sums of money received and expended by the company, 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: The books of account shall be kept at the principal office of the company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the shareholders during the hours of business.

70. Once at the least in every year the directors shall lay before the company in general meeting, a statement of the income and expenditure for the past year made up to a date not more than three months before such meeting.

71. 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.

72. A balance sheet shall be made out in every year, and laid before the general meeting of the company, and such balance sheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit.

A

L

73. A printed copy of such balance sheet shall, seven days previously to such meoting, be delivered at the registered address of every shareholder.

AUDIT.

74. The accounts of the company shall be examined, and the correctness of the balance sheet ascertained, by one or more auditor or auditors to be elected by the company in general meeting.

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

:

76. 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.

77. The election of auditors shall be made by the company at their ordinary meeting, or if there are more than one, at their first ordinary meeting in each year.

78. The remuneration of the auditors shall be fixed by the company at the time of their election.

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

FORM OF BALANCE SHEET REFERRED TO IN TABLE B.
BALANCE SHEET OF

COMPANY, MADE UP TO

18

CR.

MEMORANDUM OF ASSOCIATION OF THE "PATENT STEREOTYPE COMPANY

LIMITED," WITH ARTICLES OF ASSOCIATION ANNEXED,

MEMORANDUM OF ASSOCIATION.

1st. The name of the company is "The Patent Stereotype Company."

2nd. The registered office of the company is to be established in the Province of Nelson.

3rd. The objects for which the company is established are "The working of a patent method of founding and casting stereotype plates of which method John Smith of

is the sole patentee."

4th. The liability of the shareholders is "limited."

5th. The capital of the company is £2000, divided into 20 shares of £100 each. We, the several persons whose names 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 our respective names.

ARTICLES OF ASSOCIATION OF THE PATENT STEREOTYPE COMPANY LIMITED.

"It is agreed as follows :

"1st. No shareholder shall transfer his shares without the consent of the directors expressed in writing.

"2nd. If any shareholder feels aggrieved with the refusal of the directors to allow him to transfer his shares, the matter shall be settled by arbitration.

3rd. Calls on the shares of the company not considered as paid-up shares shall be made at such time as the directors think fit; but no call shall exceed ten pounds per share.

"4th. The company shall not be obliged to register the transferee, under the regulations numbered 12 and 13 in table 13, unless he is approved by the directors, but in the event of their disapproving the matter may be decided by arbitration.

"5th. The regulations of Table B as to general meetings numbered 22, 23, and 25 shall not apply.

"6th. The first general meeting of the company shall be held on the first of July next, and subsequent general meetings shall be held on the first of July in every succeeding year, or if that day is a Sunday, on the succeeding Monday.

"7th. An extraordinary general meeting may be summoned at any time by any two shareholders of the company.

"8th. All matters in question between the shareholders shall be decided by an question arbitrator appointed by the Nelson Chamber of Commerce.