Page 1 Advertisements Column 2

New Zealander, Volume 10, Issue 884, 4 October 1854, Page 1

CONSTITUTION AND RULES OF THE AUCKLAND LOCAL STEAM NAVIGATION COMPANY Directors : John Salmon, Chairman. W. S. Grahame. J. Macky. W. C. Daldy. D. Simpson. W. C. Daldy, Secretary. CONSTITUTION and Regulations as passed at Two Meetings of Shareholders, on the 26th and 30th days of September, 1854:—1. That the Company shall be called the Auckland Local Steam Navigation Company. 2. That the object of the Company shall be to establish Steam Communication between Auckland and the adjacent coasts. 3. That the Capital of the Company shall be £(>000 in shares of Live Founds (£T>) each, payable as from time to time may be required by the Directors. Half the number of shares being applied for, a Directory to be formed. 4. If any call on any shares shall at any time be not paid within one month after the same shall be payable, such shares may be declared forfeited by the Directors, and all benefit and advantage (whether any instalment shall have been paid on any such shares or not) shall be forfeited to the Company for the benefit of the proprietors thereof. Provided that the Directors may, if they think fit, discharge any share or shares from forfeiture, and restore the same to the proprietor on such terms as they may think fit. And provided also that the Directors may, if they think fit, enforce the payment of any instalments instead of declaring the share or shares forfeited. 5. That the business of the Company be managed by five Directors ; two to retire annually: three to form a Board. Chairman to have a casting vote as well as a deliberative vote. Any vacancy in Directory to be filled up at a general meeting of the Shareholders- Any proprietor entitled to vote to he qualified to act as a Director. Directors retiring by rotation are eligible for re-election. G. That the property of the Company he vested in three Trustees, who may also be Directors, to be elected at the first General Meeting, and to continue until resignation or removal by vote of the Shareholders at a general meeting. Trustees to hold property at the disposal of the Directors. 7. That at all meetings of the Shareholders every proprietor of one to four (1 to 4) sharps be entitled to one vote, every proprietor of five (5) shares two votes, every proprietor of ten (10) shares three votes, every proprietor of twenty (20) shares and upwards five votes. Shareholders may vote by proxy on written notice to the Chairman of Directors, but no Shareholder be allowed to vote who may be in arrear of any call which may he due. 8. That a General Meeting of Shareholders he held once a year, to receive Reports, and elect Directors. 9. That if any vacancy occur in the office of Director or Trustee, a General Meeting, called by the Directors, be held within 28 days for filling up the vacancy. 10. That any member of the Board of Directors becoming bankrupt, or remaining absent from the Board of Directors for six months, shall thereafter cease to be a member of the Board. 11. That the duties of the Board of Directors shall be to carry into effect the objects of the Company as stated in Rule No. 2, and they are hereby invested with full powers for that purpose. 12. That the Directors shall have all the power and authority over the property of the Company, and in the management of its affairs that could he exercised by an individual in reference to his own concerns of a similar nature, except that the Directors are not authorised to incur any liabilities whatever, not fully covered by the funds and the value of the property of the Company. 13. That the Directors he empowered at any time to call a General Meeting by giving 14 days notice in all the newspapers published at the time in Auckland. 14. That the profits he divided from time to time at discretion of the Directors, subject as in all other matters to the control of the Shareholders at a General Meeting. 15. That accounts be kept open all times to the inspection of Shareholders on payment of one shilling. 16. That a Share Register Book be kept for the transfer of shares and a charge of one shilling made for every transfer, and one shilling extra for every ten shares or fraction of ten shares after the first. Entries in the Register to be conclusive evidence of sale and ownership. 17, That it he part of the duty of the paid officer of the Company to transfer shares, 18. That if losses occur to the extent of one-third of the subscribed capital, the Directors shall, as soon as possible, call a General Meeting of the Shareholders, and lake their direction as to the course to he pursued. 19. That the Directors may, if requisite, at the expense of the Company, procure an Act of Council, or Charter of Incorporation for better enabling the Company to carry on its affairs, and to limit the liability of the Shareholders. 20. That the Directors may from time to time frame Rules not inconsistent with these Rules or Rules to be made in pursuance of Rule 25, to carry out the objects of the Company for the management of the business entrusted to them, and may employ such persons as may he required for the due conduct of the business. 21, That ten or more Shareholders holding not less than one-fourth of the paid up capital, may at any time call a General Meeting, on giving ten clear days notice to any two of the Directors, and by advertising the same twice in all the newspapers published at the time in Auckland. 22. That a General Meeting may at anytime dissolve the Company, a majority-of Shareholders both in number and value concurring. 23. That a General Meeting may at any time increase the capital by issuing new shares, or diminish the capital already subscribed, upon such terms as may he then declared. 24. That a General Meeting, called for a purpose to he distinctly specified in the notice calling the same may in that respect exercise unlimited control over the Directors and the affairs of the Company. 25. That new Rules or Laws may at any time be made, and Rules or Laws already made altered, at a General Meeting, by a majority, notice of such alteration having been given in the advertisement. 26. That all other questions at a General Meeting he decided by a majority of rotes, 27. That if any doubt or dispute shall arise as to the construction of the Rules or ns to the power of the Directors, or in reference to any other matter in which the Company is interested, the same shall be referred to a special General Mccth-g, called for the purpose, and the decision conic to thereat shall be final and conclusive. 28. Shareholders to sign the Company’s Deed on Shares being allotted to them. The Directors feeling the urgent necessity that exists for immediate action, desire that they may be in a position to secure the first suitable vessel, of those offering in the Neighbouring Colonies, and as much will depend on her being in operation by the commencement of the produce season, deem it necessary for the interests of the Company to make a further call of £]. IDs. per share, at once to be paid up, that the Directors may take advantage of the return of the f William Denny;’ and that promissory notes, at