1844
THE NEW ZEALAND GAZETTE.
[No. 45

mittee who have been longest in office shall retire. As between two or more who have been in office an equal length of time the member to retire shall, in default of agreement between them, be determined by lot. The length of time a member has been in office shall be computed from his last election or appointment when he has previously vacated office.

10. A retiring member of the committee shall be eligible for re-election.

11. The contributors at any ordinary annual general meeting at which any members of the committee retire in manner aforesaid shall fill up the vacated offices by electing a like number of qualified persons to be members of the committee, and without notice in that behalf may fill up any other vacancies.

12. If at any ordinary annual general meeting at which an election of members of the committee ought to take place the places of the retiring members are not filled up, the retiring members or such of them as have not had their places filled up shall, if willing, continue in office until the ordinary meeting in the next year and so on from year to year until their places are filled up.

13. The contributors may by a resolution passed by a three-fourths majority of those present at a special general meeting of contributors called as hereinafter provided remove any member of the committee before the expiration of his period of office, and appoint another person in his stead. The person so appointed shall hold office during such time only as the member in whose place he is appointed would have held the same if he had not been removed. Any casual vacancy occurring among members of the committee may be filled up by the committee, but any person so chosen shall retain his office so long only as the vacating member would have retained the same if no vacancy had occurred.

14. No person not being a retiring member of the Committee shall, unless recommended by the committee for election, be eligible for election to the office of a member of the committee at any general meeting of the contributors unless he or some other contributor intending to propose or nominate him has at least seven clear days before the meeting left at the registered office of the Home a notice in writing under his hand signifying his candidature for the office or the intention of such contributor to propose or nominate him. And no person, unless recommended by the committee, shall be eligible for election to the office of a member of the committee unless he has been a contributor during the last three preceding years, or has at some previous time given a donation of at least fifty guineas in one sum to the Home.

15. The committee may meet together for the despatch of business, adjourn, or otherwise regulate their meetings and proceedings as they may think fit, and may determine the quorum necessary for the transaction of business. Until otherwise determined three members shall be a quorum.

16. The committee may from time to time appoint a secretary, who shall hold office during their pleasure and at such remuneration as they may from time to time fix.

17. A member of the committee may at any time, and the secretary upon the request of a member shall, summon a meeting of the committee.

18. Questions arising at any meeting of the committee shall be determined by a majority of votes, and in case of an equality of votes the chairman shall have a second or casting vote.

19. A resolution in writing signed by all members of the committee shall be as valid and effectual as if it had been passed at a meeting of the committee duly called and constituted.

20. The committee may elect a chairman of their meetings and determine the period for which he is to hold office, but if no such chairman is elected or if at any meeting the chairman is not present at the time appointed for holding the same, the members present shall choose some one of their number to be the chairman of such meeting.

21. A meeting of the committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions vested in or exercisable by the committee generally.

22. The committee may delegate any of their powers to subcommittees consisting of such number of members of their body as they think fit. Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulation that may from time to time be imposed on it by the committee.

23. The meetings and proceedings of any such subcommittee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the committee so far as the same are applicable thereto.

24. All acts done at any meeting of the members of the committee, or of a subcommittee, or by any person acting as a member of the committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such members or persons acting as aforesaid, or that they or any of them or he were disqualified, be as valid as if every person had been duly appointed and was qualified to be a member of the committee.

25. The management and control of the business of the Home shall be vested in the committee, who, in addition to the powers and authorities by these regulations and the said Act or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Home and are not hereby expressly directed or required to be exercised or done by the Home in general meeting of the contributors.

26. Until otherwise determined by the committee, the by-laws in existence at the time of the incorporation of the Home shall remain in full force and effect so far as the same are applicable. The committee shall have power from time to time to alter and make new by-laws for regulating and carrying out the affairs of the Home, and, in particular, for the nomination of patients to occupy beds free of charge and for the future endowment of free beds: Provided that no by-law shall be altered or new by-law made, save and except the committee pass a resolution accordingly by at least a four-fifths majority of the members for the time being in office; and provided also that nothing in any by-law shall prejudicially affect the endowment of the free beds in existence at the time of the incorporation of the Home.

27. The committee shall provide a common seal for the Home, and they shall have power from time to time to destroy the same and substitute a new seal in lieu thereof. Every instrument required by law to be executed under the common seal of the Home shall be signed by at least two members of the committee, or by one member of the committee and the secretary.

28. No member of the committee shall thereby be disqualified from accepting remuneration for services rendered, whether of a strictly professional character or not, but shall be entitled to receive payment by way of salary, emoluments, or honorarium as the committee shall determine.

29. The committee shall cause minutes to be duly entered in the books provided for the purpose—
    (a.) Of all appointments of permanent officers:
    (b.) Of the names of the members of the committee present at each meeting of the committee:
    (c.) Of all resolutions and proceedings of general meetings and meetings of the committee:
    And all such minutes of any meeting of the committee or general meeting of the contributors, if purporting to be signed by the chairman of such meeting or by the chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

30. The committee shall cause true accounts to be kept of the sums of money received and expended by the Home and the matters in respect of which such receipts and expenditure take place and of the assets, credits, and liabilities of the Home.

31. The books of account shall be kept at the office of the Home or at such other place or places as the committee think fit.

32. The committee shall from time to time determine whether and to what extent, and at what times and places and under what conditions or regulations, the accounts and books of the Home or any of them shall be open to the inspection of contributors, and no contributor or other person shall have any right of inspecting any book or document of the Home, except as conferred by statute or authorized by the committee or by a resolution of the contributors in general meeting.

33. At the ordinary general meeting in every year the committee shall lay before the contributors a statement of the income and expenditure and a balance-sheet containing a summary of the property and liabilities of the Home made up to a date not more than three months before the meeting from the time when the last preceding statement and balance-sheet were made and in the case of the first statement and balance-sheet from the incorporation of the Home.

34. Every such statement shall be accompanied by a report of the committee as to the state and condition of the Home and the amounts standing to special endowment, building, sinking reserve, and other funds and trusts, distinguishing the amount (if any) they have added to such funds and trusts during the preceding year; and the statement, report, and balance-sheet shall be signed by the chairman or, in his absence, by at least one member of the committee and countersigned by the secretary.

35. Once at least in every year the accounts of the Home shall be examined and the correctness of the statement and balance-sheet ascertained by one or more auditor or auditors as required by the Companies Act, 1908, and to be appointed annually by the contributors at the annual general meeting.