so appointed by the Court, and fill up any vacancy occasioned by such removal, or by the death or resignation of any such liquidator or liquidators: The Court shall in the appointment of a liquidator or liquidators under this section consult any creditor or classes of creditors it may think expedient to consult for the purpose of ascertaining what appointments are most for the interest of the creditors.

CXVII. Where any order is made by the Court in pursuance of the one hundred and fourteenth section, for the continuance of a voluntary winding up, the liquidators appointed to conduct such winding up may, subject to any order made by the Court, exercise all powers given to them, without the intervention of the Court, in the same manner as if the company were being wound up altogether voluntarily; but, save as aforesaid, any order made by the Court, in pursuance of the said one hundred and fourteenth section, for the continuance of a voluntary winding up, shall for all purposes, including the application of any provision relating to fraudulent preference, be deemed to be an order of the Court for winding up the company by the Court, and shall confer full authority on the Court to make calls, and to enforce calls made by the liquidators, and to exercise all other powers which it might have exercised of its own motion, or on the application of the official liquidators, if an order had been made for winding up the company altogether by the

Court.

CXVIII. Where an order has been made for winding up a company compulsorily, or where an order has been made, in pursuance of the said one hundred and fourteenth section, for the continuance of a voluntary winding up, the Court may make such order as it thinks just as to the inspection by the creditors and contributories of books and papers of the company, and such books and papers may be inspected by creditors or contributories, in conformity with such order of the Court, but not further or otherwise.

CXIX. Where an order has been made, in pursuance of the said one hundred and fourteenth section, for the continuance of a voluntary winding up, and such order is afterwards superseded by an order directing the company to be wound up compulsorily, the Court may in such last-mentioned order, or in any subsequent order, appoint the voluntary liquidators or any of them, either provisionally or permanently, and either with or without the addition of any other persons, to be official liquidators.

CXX. Where an order has been made for winding up a company compulsorily, or where an order has been made, in pursuance of the said one hundred and fourteenth section, for the continuance of a voluntary winding up, the liquidators may, with the sanction of the Court, and upon such notice to creditors as to the Court shall seem fit, at any stage of the winding up, pay any classes of creditors in full, or make such other arrangement with creditors as the Court may sanction; and any general or partial scheme of liquidation, if approved of by the Court, shall be binding on all the creditors and contributories of the

company.

CXXI. Where a company is being wound up altogether voluntarily, or is being wound up subject to the provisions of the said one hundred and fourteenth section, the company in general meeting may fill up any vacancy occasioned by the death or resignation of any liquidator or liquidators appointed by the company.

CXXII. Where any order is made for winding up a company compulsorily, or for the continuance of a voluntary winding up, subject to the provisions of the said one hundred and fourteenth

1

section, if it appear in the course of such winding up, that any past or existing director, manager, public officer, or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, the Court may, on the application of any person interested in such winding up, or of its own motion, direct the official liquidators, or the liquidators (as the case may be), to institute and conduct a prosecution or prosecutions for such offence, and to order the costs and expenses to be paid out of the assets of the company.

CXXIII. If the liquidators make default in reporting to the registrar in the case of a company being wound up by the Court, the order declaring the company to be dissolved, and, in the case of a company being wound up voluntarily, the resolution declaring the company to have been fairly wound up, they shall be liable to a penalty not exceeding five pounds for every day during which they are so in default; and moreover shall not, while so in default, be entitled to recover any compensation for their services as liquidators.

CXXIV. If at the expiration of twelve months from the date of the dissolution of any company that has been wound up there remain in the hands of the liquidators any money, shares, or other property which they have been unable, by reason of the absence or death of any persons entitled thereto, or for any other reason, to distribute amongst the parties so entitled, the liquidators shall be deemed to be trustees of such moneys, shares, or other property, and shall only pay or transfer such moneys, shares, or other property in such manner as the Supreme Court may from time to time direct, upon petition in a summary way, or otherwise as the Court shall think fit.

CXXV. The voluntary winding up of a company shall not prejudice the right of any creditor of such company to institute proceedings for the purpose of having the same wound up by the Court.

PART IV.

REGISTRATION OFFICE.

CXXVI. The registration of companies shall be conducted as follows, that is to say,

(1.) The Governor may from time to time appoint such registrars, assistant registrars, clerks, and servants as he may think necessary for the registration of companies under this Act, and remove them at pleasure :

(2.) The Governor may make such regulations as he thinks fit, with respect to the duties to be performed by any such registrars, assistant registrars, clerks, and servants as aforesaid:

(3.) The Governor may from time to time determine the place or places at which offices for the registration of companies are to be established.

SCHEDULE.
FORM A.

MEMORANDUM OF ASSOCIATION OF THE

"WELLINGTON STEAM NAVIGATION COMPANY, LIMITED."

Ist. The name of the company is the "Wellington Steam Navigation Company, Limited." 2nd. The registered office of the company is to be established in the Province of Wellington. 3rd. The objects for which the company is established are, "the conveyance of passengers and goods in ships or boats between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above objects."

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

5th. The nominal capital of the company is ten thousand pounds, divided into one thousand shares of ten pounds each.

We, the several persons whose names and addresses 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 ;

94. The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

TRANSMISSION OF SHARES.

10. The executors or administrators of a deceased shareholder shall be the only persons recognised by the company as having any title to his share.

11. Any person becoming entitled to a share in consequence of the death, bankruptcy, or insolvency of any shareholder, or in consequence of the marriage of any female shareholder, or in any way other than by transfer, may be registered as a shareholder upon such evidence being produced as may from time to time be required by the company.

12. Any person who has become entitled to a share in any way other than by transfer may, instead of being registered himself, elect to have some person to be named by him registered as a holder of such share.

13. The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.

14. The deed of transfer shall be presented to the company accompanied with such evidence as they may require to prove the title of the transferor, and thereupon the company shall register the transferee as a shareholder.

FORFEITURE OF SHARES.

15. If any shareholder fails to pay any call due on the appointed day the company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him requiring him to pay such call together with any interest that may have accrued by reason of such non-payment.

16. The notice shall name a further day and a place or places, being a place or places at which calls of the company are usually made payable, on and at which such call is to be paid: It shall also state that in the event of non-payment at the time and place appointed, the shares in respect of which such call was made will be liable to be forfeited.

17. If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolution of the directors to that effect.

18. Any shares so forfeited shall be deemed to be the property of the company, and may be disposed of in such manner as the company thinks fit.

19. Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the company all calls owing upon such shares at the time of the forfeiture.

INCREASE IN CAPITAL.

20. The company may, with the sanction of the company previously given in general meeting, increase its capital.

21. Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects, whether with reference to the payment of calls or the forfeiture of shares on non-payment of calls or otherwise, as if it had been part of the original capital.

GENERAL MEETINGS.

22. The first general meeting shall be held at such time not being more than twelve months after the incorporation of the company, and at such place as the directors may determine.

23. Subsequent general meetings shall be held at such time and place as may be prescribed by the company in general meetings; and if no other time or place is prescribed a general meeting shall be held on the first Monday in February in every year at such place as may be determined by the directors.

24. The above-mentioned general meetings shall be called ordinary meetings : all other general meetings shall be called extraordinary.

25. The directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the company, convene an extraordinary general meeting.

26. Any requisition so made by the shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company.

27. Upon the receipt of such requisition the directors shall forthwith proceed to convene a general meeting: If they do not proceed to convene the same within twenty-one days from the date of the requisition the requisitionists or any other shareholders holding the required number of shares may themselves convene a meeting.

28. Seven days' notice at the least, specifying the place, the time, the hour of meeting, and the purpose for which any general meeting is to be held, shall be given by advertisement or in such other manner (if any) as may be prescribed by the company.

29. Any shareholder may, on giving not less than three days' previous notice, submit any resolution to a meeting beyond the matters contained in the notice given of such meeting.

30. The notice required of a shareholder shall be given by leaving a copy of the resolution at the registered office of the company.

31. No business shall be transacted at any meeting except the declaration of a dividend, unless a quorum of shareholders is present at the commencement of such business; and such quorum shall be ascertained as follows, that is to say:-If the shareholders belonging to the company at the time of the meeting do not exceed ten in number the quorum shall be five, if they exceed ten there shall be added to the above quorum one for every five additional shareholders up to fifty, and one for every ten additional shareholders after fifty-with this limitation, that no quorum shall in any case exceed forty.

32. If within one hour from the time appointed for the meeting, the required number of shareholders is not present, the meeting, if convened upon the requisition of the shareholders, shall be dissolved. In any other case it shall stand adjourned to the following day, at the same time and place; and if at such adjourned meeting the required number of shareholders is not present it shall be adjourned

sine die.

33. The chairman (if any) of the board of directors shall preside as chairman at every meeting of the company.

34. If there is no such chairman, or if at any meeting he is not present at the time of holding the same, the shareholders present shall choose some one of their number to be chairman of such meeting.

35. The chairman may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

36. At any general meeting unless a poll is demanded by at least five shareholders, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the book of proceedings of the company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

37. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the company in general meeting.

VOTES OF SHAREHOLDERS.

38. Every shareholder shall have one vote for every share up to ten; he shall have an additional vote for every five shares beyond the first ten shares up to one hundred; and an additional vote for every ten shares held by him beyond the first one hundred shares.

39. If any shareholder is a lunatic or an idiot he may vote by his committee; and if any shareholder is a minor he may vote by his guardian or any one of his guardians if more than one.

40. If one or more persons are jointly entitled to a share or shares, the person whose name stands first in the register of shareholders as one of the holders of such share or shares, and no other, shall be entitled to vote in respect of the same.

41. No shareholder shall be entitled to vote at any meeting unless all calls due from him have been paid, nor until he shall have been possessed of his shares three calendar months, unless such shares shall have been acquired, or shall have come by a bequest, or by marriage, or by succession to an intestate's estate, or by any deed of settlement after the death of any person who shall have been entitled for life to the dividend of such shares.

42. Votes may be given either personally or by proxies: A proxy shall be appointed in writing under the hand of the appointor, or if such appointor is a corporation, under the common seal.