3790

THE NEW ZEALAND GAZETTE.

[No. 88

69. A director may retire from his office upon giving one month's notice in writing to the association of his intention so to do; and such resignation, if not previously accepted by the other directors or director, as the case may be, shall take effect upon the expiration of such notice.

70. The office of a director shall be vacated—

(a) If he becomes bankrupt or suspends payment or compounds with his creditors:

(b) If he be found lunatic or becomes of unsound mind:

(c) If he absents himself from the meetings of the directors during a period of three calendar months without special leave of absence from the directors:

(d) If by notice in writing he resigns his office:

(e) If he is concerned in or participates in the profits of any contract with the association, or in the profits of any works done for the association: Provided that no director shall be disqualified by reason of his obtaining a loan of money from the association or by reason of his being a member of an incorporated company which enters into contracts with or does any work for the association, but in no case shall he vote on any matter relating to such loan.

71. The continuing directors may act notwithstanding any vacancy in their body, but so that if the number falls below the minimum fixed by the Rural Intermediate Credit Act, 1927, the directors shall not, except for the purpose of filling vacancies, act so long as the number is below the minimum.

72. The District Intermediate Credit Supervisor may from time to time appoint in writing any person to exercise his rights and functions as a director (including attending and voting at any meeting as his proxy, notwithstanding that the other directors may have no power to be represented at meetings by proxy); and the production of any such appointment, signed by the Supervisor, shall be conclusive evidence of the authority of the appointee to exercise such rights and functions.

ROTATION OF DIRECTORS.

73. At the first ordinary general meeting to be held other than the statutory meeting, and at every succeeding ordinary general meeting, one of the elected directors shall retire from office. A retiring director shall retain office until the dissolution or adjournment of the meeting at which his successor is appointed.

74. The director first to retire shall, unless the directors agree among themselves, be determined by lot; in every subsequent year the one who has been longest in office shall retire. As between two or more who have been in office an equal length of time, the director to retire shall, in default of agreement between them, be determined by lot. The length of time a director has been in office shall be computed from his last election or appointment where he has previously vacated office.

75. A retiring director shall be eligible for re-election.

76. The association at any general meeting at which any director retires in manner aforesaid shall fill up the vacated office by electing another director, and without notice in that behalf may fill up any other vacancies.

77. If at any general meeting at which the election of a director ought to take place the place of the retiring director is not filled up, the retiring director shall, if willing, continue in office until the ordinary meeting in the next year, and so on from year to year until his place is filled up, unless it shall be determined at such meeting to reduce the number of directors.

78. Subject to the provisions of the Rural Intermediate Credit Act, 1927, the association in general meeting may from time to time increase or reduce the number of elected directors, and may also determine in what rotation such increased or reduced number is to go out of office.

79. The association may by extraordinary resolution remove any elected director 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 director in whose place he is appointed would have held the same if he had not been removed. Any casual vacancy occurring among the directors may be filled up by the directors, but any person so chosen shall retain his office so long only as the vacating director would have retained the same if no vacancy had occurred.

80. No resolution to remove a director or to increase or reduce the number of elected directors shall be effective without the approval of the Board.

81. No person not being a retiring director shall, unless recommended by the directors for election, be eligible for election to the office of director at any general meeting unless he or some other member, or firm, or corporation intending to propose or nominate him has, at least seven clear days before the meeting, left at the office a notice in writing under his hand signifying his candidature for the office, or the intention of such member, or firm, or corporation to propose or nominate him.

COMMENCEMENT OF BUSINESS.

82. The association shall not commence any business or exercise any borrowing-powers unless (a) Shares subject to the payment of the whole amount thereof in cash have been allotted to not less than twenty members; (b) each member has taken not less than twenty-five shares; (c) each member has paid to the association the sum of 1s. on account of each of his shares.

PROCEEDINGS OF DIRECTORS.

83. The directors 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 directors shall be a quorum.