PART III. Salaries of Members Dismissal from office. Chairman and Leave of absence and Deputy Members. State Bank Act. -1925. 12. (1) The Members shall be paid such salaries as are fixed by the Governor from time to time, and the salaries shall be paid to the Members out of the moneys of the Bank. (2) The Governor shall fix each Member's salary before or at the time of his appointment, and the salary so fixed shall not be diminished during the term for which he was appointed. 13. (1) The Governor may, at any time, dismiss any Member from his office-- (a) for misbehaviour or incompetence; or (b) if he is adjudicated insolvent, or makes a statutory assignment for the benefit of his creditors, or compounds with his creditors for less than Twenty Shillings in the Pound; or (c) if he wilfully absents himself from his duty for a period of fourteen consecutive days, except on leave granted by the Governor; or (d) if he acts as director or auditor of, or in any other capacity takes part in the management of any other bank, or acquires or holds directly any shares in any other bank; or (e) if he becomes in any way, except as a Member, concerned or interested in any contract made by or on behalf of the Bank, or in any way participates or claims to be entitled to participate in the profits thereof, or in any benefit or emolument arising therefrom: Provided that this subdivision shall not apply in the case of a contract. with an incorporated company of at least twenty members of whom a Member is one, unless he votes on some question relating to the contract. (2) Except as provided by subsection (1) of this section, no Member shall be dismissed from his office during the term thereof unless an address praying for his dismissal is presented to the Governor from both Houses of Parliament in one session, or from one House in one session and from the other House in the next session. (3) If a Member becomes a member of the Executive Council or of either House of the Parliament of the State or of the Commonwealth, he shall thereupon cease to hold office as a Member. 14. The Governor may appoint one of the Members to be the Chairman of the Board, and another to be the Deputy Chairman of the Board, and whenever a vacancy occurs in the office of Chairman or Deputy Chairman, may appoint one of the Members to fill the vacancy. 15. (1) The Governor may, for any reason he thinks fit, grant any Member leave of absence for such period, and on such terms and conditions, as he thinks proper, and may appoint some person to be a Deputy Member during that leave of absence, or, if there is a vacancy in the office of a Member, until the vacancy is filled. (2) Every Deputy Member so appointed shall, until his appointment is terminated by notice in the Government Gazette, have all the powers and perform all the duties of a Member. (3) No State Bank Act.-1925. (3) No person shall hold the office of Deputy Member for a longer period than six months at any one time without re-appoint ment. PART III. 16. Any three Members shall constitute a quorum of the Board. Quorum. 17. (1) At all meetings of the Board the Chairman, or in his Chairman to preside absence the Deputy Chairman, shall preside. and have both deliberative and (2) The Chairman or Deputy Chairman so presiding shall have casting vote. both a deliberative vote and a casting vote. vacancy. 18. No act or proceeding of the Board shall be invalid or be Acts of Board not prejudiced by reason only of the fact that, at the time when the invalidated by act or proceeding is done, taken, or commenced, there is a vacancy in the office of any Member. 19. (1) The Governor may on the recommendation of the Board Appointment of appoint such officers and servants of the Bank as the Board thinks officers. necessary for carrying out the provisions of this Act, and may on a like recommendation dismiss such officers and servants. (2) Subject to the provisions of subsection (1) of this section all persons appointed as aforesaid shall be and be deemed to be officers of the Public Service as defined by the Public Service Act, 1916: Provided that all the powers and duties conferred by the said Act on the Public Service Commissioner with respect to the said persons appointed as aforesaid shall be exercised and performed by the Board. 20. Officers of the Bank shall not borrow money from the Bank. Officers not to borrow from Bank. 21. The expenses of the Bank (other than the expenses incurred Payment of by the Bank in administering the Acts amended by this Act, which expenses of Bank. said expenses shall be paid as provided in the said Acts) shall be paid out of the moneys of the Bank. 22. The Board shall furnish to the Treasurer, in accordance Returns to with the prescribed forms, quarterly statements of the assets and Treasurer. liabilities of the Bank and of the business of the Bank, which statements shall be published in the Gazette, and also such other periodical statements as are prescribed. 23. (1) The affairs of the Bank shall be subject to inspection Audit. and audit by the Auditor-General. (2) The inspection and audit shall be conducted not less often than half-yearly, and the Auditor-General shall report to the Treasurer the result of each inspection and audit. (3) The Auditor-General shall, in respect of the said affairs of the Bank, have and exercise all the powers conferred on him by the Audit Act, 1921, or any other law in force relating to the audit of No. 1471 of 1921. public accounts. 24. The Board, at least once in each year, shall prepare a profit Balance-sheet. and loss account and balance-sheet setting out the true financial position PART III. PART IV. Head office. Establishment of branches and agencies. London branch. Power to appoint attorney. Agents, Bank may act as agent. Power to improve property and carry on any business. Custody of seal. Affixing of seal. Disposal of profits. State Bank Act.-1925. position of the Bank and shall submit it to the Auditor-General for report as to its correctness or otherwise, and transmit it with the report of the Auditor-General to the Treasurer, and shall also transmit a true copy of the profit and loss account and balance-sheet and report to the President of the Legislative Council and to the Speaker of the House of Assembly to be laid before the Legislative Council and the House of Assembly respectively. PART IV. GENERAL PROVISIONS. 25. The Head Office of the Bank shall be situated in Adelaide. 26. The Bcard may establish branches or appoint agencies of the Bank in any part of the State. 27. The Board may, with the consent of the Treasurer, establish a branch or branches in the United Kingdom, and may, with the like consent, establish branches in any other places beyond the State. 28. The Bank may, with the approval of the Treasurer, by instrument under its common seal, appoint any person (whether in the State or in any place beyond the State) to be the attorney of the Bank, and any person so appointed may, subject to the instrument, do any act or execute any power or function which he is authorised by the instrument to do or execute. 29. The Board may arrange with any bank carrying on business in any place to act as the agent of the Bank in any place, whether in or outside the State. 30. The Bank may act as the agent in South Australia of any bank carrying on business in or outside South Australia. 31. Where the Bank holds any property (whether real or personal) or business as security for any advance, and the property or business falls into the hands of the Bank, the Bank may maintain, repair, or improve the property and carry on the business until, in the discretion of the Board, the Bank can dispose of the property in the best interests of the Bank. 32. The common seal of the Bank shall be kept in the custody of the Board. 33. The common seal shall not be affixed to any document without the authority of the Board. 34. (1) The net profits derived by the Bank shall be dealt with as follows: (a) One-half shall be placed to the credit of a fund to be called the Bank Reserve Fund; and (b) The of State Bank Act.-1925. (b) The other half shall be placed to the credit of a fund to be called the Redemption Fund: Provided that if there is no liability by the Bank to the Treasurer with respect to any advance made by the Treasurer to the Bank the whole of the profits shall be placed to the credit of the Bank Reserve Fund. (2) The Bank Reserve Fund shall be available for the payment liabilities of the Bank. any (3) The Redemption Fund may be used in repayment of any money advanced to the Bank by the Treasurer, or in the redemption of the debentures or stock issued by the Bank, but if the Redemption Fund exceeds the amount of debentures and stock in circulation the excess may be used for the purposes of the redemption of any *State debts. PART IV. 35. Contracts on behalf of the Bank may be made, varied, or Execution of discharged as follows: (a) Any contract which, if made between private persons, would be by law required to be in writing under seal, may be made, varied, or discharged, in the name and on behalf of the Bank, in writing under the common seal of the Bank: (b) Any contract which, if made between private persons, would be by law required to be in writing and signed by the parties to be charged therewith, may be made, varied, or discharged, in the name and on behalf of the Bank, in writing signed by any person acting under the express or implied authority of the Bank: (c) Any contract which, if made between private persons, would by law be valid although made by parol only and not reduced into writing, may be made, varied, or discharged by parol, in the name and on behalf of the Bank, by any person acting under the express or implied authority of the Bank: And all contracts made according to the provisions contained in this section shall be effectual in law, and shall be binding upon the Bank and on all other parties thereto, their heirs, executors or administrators as the case may be: Provided that nothing in this section shall invalidate any contract executed on behalf of the Bank by any duly appointed attorney of the Bank, if the contract would be valid if executed by the attorney on his own behalf. contracts by or on behalf of the Bank 36. The Governor may make regulations for any of the following Regulations purposes :-- (a) the good government of the Bank, and (b) any matter necessary or convenient to be provided for carrying on the business of the Bank. 37. The PART IV. Responsibility of Bank. Investment of funds. State Bank Act.-1925. 37. The Government of the State shall be responsible for the payment of all moneys due by the Bank: Provided that nothing in this section shall authorise any creditor or other person claiming against the Bank to sue the Crown, or the Treasurer, or the Government of the State in respect of his debt or claim. 38. (1) The Bank may invest any moneys held by it (a) in any Government security approved by the Treasurer; or (b) on loan on the security of land; or (c) in any other prescribed manner. (2) Nothing in this section shall prevent the Bank, in carrying on the business of banking in pursuance of the powers conferred by this Act, from making advances to a customer on any terms which the Bank thinks sufficient. PART V. Issue of debentures. Form of debentures. Interest and period of debentures. Government guarantee. Negotiability of debentures. PART V. ISSUE OF DEBENTURES BY THE BANK. 39. The Bank may from time to time issue debentures to such amount as it thinks necessary, but so that the total amount thereof current at any one time shall not exceed Two Million Pounds. 40. Debentures shall be in accordance with the prescribed form and shall be under the common seal of the Bank, and shall be signed and countersigned as prescribed. 41. (1) Debentures shall be for Ten Pounds or some multiple thereof, and shall bear interest at a rate to be fixed by the Bank before the issue thereof. (2) Debentures shall be redeemable at par at such times or time as are specified therein, being (a) on a fixed date; or (b) after a fixed date on twelve months notice given by the Bank in the prescribed manner; or (c) between fixed dates on twelve months notice given by the Bank in the prescribed manner. 42. The Government of the State by this Act guarantees the payment by the Bank of the principal and interest due in respect of any debenture issued by the Bank in pursuance of this Act. 43. (1) Every debenture issued in pursuance of this Act shall be payable to the bearer thereof, and shall pass by delivery only without any assignment or indorsement, and the bearer of a debenture shall have the same rights and remedies as if he were expressly named therein. (2) At |