NELSON MINING COMPANY. [From the "Examiner," Nov. 20.]

New Zealander, Volume 8, Issue 696, 15 December 1852, Page 3

NELSON MINING COMPANY. [From the "Examiner," Nov. 20.]

# A Meeting of the Shareholders of the above Company, most numerously attended, was held at the Court House on Thursday evening, for the purpose of receiving the Report of the Sub Committee, who had been appointed to report upon the constitution and management of the Company ; and and also to elect the necessary officers of the Company for the ensuing year. W. Wells, Esq., was called to the chair. The Secretary read the following report: — " Gentlemen —Having been appointed by you to consider and draw up a form of constitution for the government of the Company, we beg to recommend the following as the basis of the deed of settlement. We have confined ourselves to the considerations of those points only which appeal' to be of special importance, as we understand that clauses necessary to give full effect to our recommendations are invariably inserted into deeds of settlement. C. A. Dilion C. Elliott T. Henvvick. Nelson Nov. 15,1852.

1, The Company to be called the "Nelson Mining Company," and to be deemed established from and after the 11th of November, 1852. 2. All acts ot the Provisional Committee to be ratified. The capital to be 3,150/. in Six Hundred shares of 51. 6s. each, with power to increase the capital by additional shares, such additional shares to be allotted by the Directors. 4. The business of the Company to be to acquire by purchase, lease, or otherwise a block of land at Pakavvau. in Massacre Bay, for the purpose of winning and working the coal fields there, and to cany on such operations as may be necessary for such purpose ; and also for the purpose of disposing of the produce of the mines, and to carry on such other mining operations as may from time to time be determined upon by the shareholders. 5. The business of the Company to be carried on at Nelson, and such other place or places as the Directors may deem advisable. 6. The general management of the affairs of the Company to be vested in a Board of Directors, such board to consist of not more than five Directors. 7. The Directors to have power to appoint and discharge the Managers or Works, Secretary, Banker, Solicitor, and "other officers of the Company (except the Auditors), but the dissmissal of the Secretary, Banker, or other superior officer of the Company to be ratified by a majority of votes at a meeting of shareholders. 8. Directors and other officers may resign on giving notice to that effect. 9. A majority of the Directors to go out of office annually, by lot, but to be eligible for reelection. 10. Directors to hold ordinary meetings monthly, three to form a quorum, and the sum of 601. to be paid annually to the Directors for their attendance, to be divided between such directors in proportion to their respective attendance at such meetings. 11. The Chairman to be elected at meetings of Directors, and to have the casting vote. 12. Certificates of shares to be granted to ; shareholders. > 13. A register of shareholders to be kept. 14. Shares not to be held by two or more I persons jointly, and not to be divided into fractional parts. 15. Shares not to be subject to benefit of survivorship, and to bo personal property. 16. Persons in whose name shares stand in the register to be deemed real owners, and the Company not to be affected b.y trusts. if* Shares to be primarily liable to the Company for debts and engagements of shareholders. 18. Shares to be transferrable with leave of the Directors, and three days' notice of proposed transfer to be given before each monthly meeting ; if the transfer is refused^ the company to purchase. 19. Notice of change of proprietorship otherwise than by direct transfer, to be given. 20. Form of transfer, and fees thereon, to be be fixed in the deed of settlement. 21. Responsibility of shareholders towards the Company not to extend beyond shares subscribed for, and to cease on transfer of shares. 22. The property of the Company to be vested in Trustees. 23. The Trustees to be in the first instance elected by the shareholders, such Trustees to consist of not more than three, and to be under the control of the Directors. 24. The firm or style of the Company to be used only by the Directors, or such persons as shall be duly authorised by them. 25. The Directors to make calls on shares, and to fix the periods for payment of such calls. 26. Shares to be forfeited on non-payment of calls within two months, and on non-execution of deed within two months after date. 27. The Directors tOjhave power to remit forfeitures. 28. The directors to have power to deal with forfeited shares. 29. The directors to have power to make bylaws. 30. The directors to keep proper booka of account, and minute book 9. Accounts to be declared half yearly.

31. Dividends to bo dcclaied half yearly by the Directors, and notice of payment thereof to be given, but proprietors to be at the expense of receiving the same, and no dividend ever to be payable out of capital or reserve fund. 32. A reserve fund to be formed. 33. Dividends not claimed within twelve months to go to the reserve fund. 34. Auditors to be appointed annually by proprietors, avlio are to have access to the books, &c , of the Company for the purposes of audit. 35. General Meetings of proprietors to take place on the second Thursday in November in every year. 36. Directors to have power to call special meetings half yearly, or oftcner if necessary. 37. Proprietors holding not less than 100 shares way call special meetings if necessary. £8. The Directors to furnish to shareholders at yearly meetings a report of the business and affairs of the Company, and may do so at half yearly meetings. 39. A Chairman to be elected at such meetings, and the manner of voting thereat to be primarily by show of hands, but a ballot to be taken at the request of any shareholder. Shareholders absent at the distance of twelve miles, or residing more than five miles from Nelson, or prevented from attending by illness, and female proprietors, to be i allowed to vote by proxy ; but no person to be proxy at ordinary meetings for more than two shareholders. 40. Upon a ballot, proprietors to have one vote for each share. 41 . No shareholder in arrears to be allowed to vote, or transfer shares. 42 Not less than fifteen proprietors in the Company to constitute a meeting of proprietors. | 43. Minutes and resolutions of meetings of Directors and proprietors to be entered in books to I be kept for that purpose. 44. Subject to deed of settlement, the Directors j to fix the duties and salary of Secretary, and other officers of the company. 45. The Directors to have power to create additional shares, but such creation to be ratified by a special meeting of proprietors. j 46. The Directors to have power to borrow money not exceeding 2,000/. 47. All expenditure of the Company to be made under contract, until a charter is obtained (except to the extent of 25/), such contract, and all deeds and mortgages of the Company, to contain a clause expressly exonerating every proprietor from individual responsibility in respect thereof. 48. All payments exceeding 51. to be made by cheque, signed by at least three Directors, and countersigned by the Secretary, 49. That a Charter be applied for. The report was then read a second time, and a few trifling amendments made in some of the clauses. The only one which elicited any amount of discussion was the seventh, to which an amendment was proposed by Mr. Outridge, seconded by Mr. Bailey, that the Secretary and Treasurer of the Company should be elected in the first instance by the shareholders ot the Company, instead of by the Directors. On a ballot being taken, the number of votes for the amendment was 30, against it 145 ; the clause therefore I'emained. After the Report had been adopted, the following gentlemen were elected Directors for the first year : — Messi's. Stafford, Monro, Elliott, Sclanders, and Moore. The Hon. C. A. Dillon, and Messrs. Renwick and Wells, were then elected the Trustees of the Company.