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Poverty Bay Standard, Volume I, Issue 9, 15 November 1883, Page 2

By our exchanges we see that the New Zealand Native Land Settlement Company held their annual meeting at the Company’s office, Auckland, on Tuesday last, the 6th inst, In moving the adoption of the report the Chairman stated that the directors had authorised one of their body to appoint a local directorate for London, and generally to make arrangements with the new English Company having the same purposes ns the New Zealand Company, and into which the latter may possibly be absorbed. It was also proposed to increase the number of directors from twenty to thirty. In addition to the above, at a meeting held in this town on the 20th day of March, the proceedings of which were confirmed on the following 20th day of April, 1883, a number of special resolutions were passed making alterations in the articles of association ; the appointment of a new directorate ; the transfer of the head office from Gisborne to Auckland, and a number of other matters, all with a view of expansion and extending the operations and aims of the Company. Now there cannot be a doubt but what the whole of the foregoing proceedings are strictly illegal, and in direct contravention to the law as laid down by the Companies’ Act, 1882 ; Section 17, of which states: — “ Whenever any Company registered under this Act deems it expedient to extend the operations or business for which it was originally formed, it may at any time do so upon compliance with the following conditions : (1). The proposed extensions must be in furtherance of the general objects and purposes for which the company was originally formed, either extending the area of operations or extending its business to other objects of a similar character or description ; (2). The company and all the shareholders thereof shall signify their consent to the proposed extension by a deed to be executed by such company and shareholders respectively, setting forth distinctly and fully the nature of such extension, and the reasons why it is desired to make the same ; (3). No such extension shall have any such force or effect until it has been approved in writing by the Governor, endorsed on such deed; and the Governor may require such evidence as he thinks fit to prescribe in any case that the terms of this Act have been fully complied with.” Not one of the foregoing provisions of this Act has beeu complied with, and the whole of the proceedings which are not in strict accordance with the original memorandum and articles of Association, are undoubtedly illegal. The directors themselves in their report indirectly admit this much when speaking of the failure of their Bill. . “ The result,” they say “ has been a ; temporary obstruction to the exten-'

sion of the Company’s operations, which can, however, be removed by means for which the authority of shareholders will, if necessary, be sought indue course.” This admission, coming from such a source conclusively proves that the directors are fully aware of the illegality of their proceedings, and if any other proof was wanting it is to be found in the fact that not one of the directors had the hardihood to attach his signature to the extraordinary balance sheet which has just been issued. We are also glad to see no dividend is to be declared “ at present,” as it will relieve the company from the necessity of perpetrating the shallow and deceptive artifice of again paying a dividend out of the overdraft.