5 DECEMBER
THE NEW ZEALAND GAZETTE
2271

time to time by resolution reduce the number of members
to six. The two vacant positions so created shall be filled
by the appointment by the respective executive committees
of two persons, one of whom shall be a member of a club
affiliated to the New Zealand Racing Conference and one
of whom shall be a member of a club affiliated to the New
Zealand Trotting Conference and such appointed members
shall, until the Board shall decide to reduce the membership
of the Board to six, be deemed to be regular members of
the Board subject to retirement in rotation and with the
rights and liabilities of the other members of the Board.
On the retirement of any such appointed member by
rotation his place shall be filled by the executive committee
of the conference to which his club is affiliated and such
retiring member shall be eligible for reappointment;

(e) The New Zealand Racing Conference and the New
Zealand Trotting Conference shall forthwith each nominate
two members of the Board in pursuance of subclauses (b)
and (c) hereof who, together with the ex officio members
shall assume office immediately this scheme is approved by
the Minister. At the annual general meeting of the Board
in each year one of the members appointed by the Executive Committee of the New Zealand Racing Conference
and one of the members appointed by the Executive Committee of the New Zealand Trotting Conference shall retire
from office as a member of the Board but shall be eligible
for reappointment. The member to retire in each case shall
be the member who has been longest in office as a member
of the Board but between members of equal service the
member to retire shall be selected by lot. In the event of
no person being appointed by the executive committee of
either conference to fill a vacancy on the Board occasioned
by the retirement by rotation of one of its members the
retiring member shall if willing to act be deemed to be
reappointed for a further year. If the retiring member shall
be unwilling to act a casual vacancy shall be deemed to
have occurred;

(f) Casual vacancies on the Board shall be filled by the
executive committee by which the person causing the casual
vacancy shall have been appointed, but no person shall be
eligible for appointment to the Board who is not a member
of a club affiliated to either conference, and any member
appointed to fill a casual vacancy shall be subject to retirement at the same time as if he had been appointed on the
day on which the member in whose place he is appointed
was last appointed a member of the Board, but shall be
eligible for reappointment. If the executive committee of
either conference entitled to fill a casual vacancy on the Board
fails for a period of four months after being notified of the
vacancy to appoint a member to fill the vacancy the Board
may fill the casual vacancy by the appointment of any
person who is qualified for appointment by the executive
committee of the conference entitled to fill such casual
vacancy;

(g) The remuneration of the Chairman and members of
the Board shall be such sum as shall be fixed by the Board
from time to time with the approval of both the executive
committees of the two conferences and, until otherwise
fixed, shall be at the rate of £400 per year for the Chairman of the Board and £300 per year for each member of
the Board;

(h) All members of the Board shall be entitled to be
paid by the Board their travelling expenses reasonably
incurred in attending meetings of the Board and the Board
may award to any member any additional remuneration
for any special work undertaken by that member at the
request and on behalf of the Board.

(2) Powers and Functions of the Board

(a) The Board may exercise all the powers conferred
upon the Board by the Act and by the scheme from time
to time in force and all such other powers, being not inconsistent with the powers conferred by the Act, as are conferred on the Board by regulations or by any rules
hereinafter made by the Board;

(b) The constitution, powers, and functions of the Board
as provided in this Part may be altered at any time and
from time to time by the Board by a resolution of the
Board passed by a majority of three-fourths of the members
of the Board voting on the resolution and subsequently
approved by the executive committees of the New Zealand
Racing Conference and the New Zealand Trotting Conference, but so that no such alterations shall be in any way
inconsistent with the provisions of the Act and of any
scheme from time to time approved by the Minister in
pursuance of the Act;

(c) The Board shall cause minutes to be made in books
provided for the purpose:

(i) Of all appointments of officers made by the Board;
(ii) Of the names of the members present at each meeting of the Board;
(iii) Of all resolutions and proceedings at all meetings
of the Board and of committees of the Board;

(d) The Board shall adopt a common seal and make
rules for the custody of the same. The seal shall have the
name of the Board engraved or otherwise permanently
marked thereon in legible characters. The seal shall not be
fixed to any document except in pursuance of a resolution
of the Board and in the presence of two members of the
Board or of one member of the Board and the Secretary
of the Board and such two members or such member and
secretary as the case may be shall sign every document to
which the seal of the Board is so affixed in their presence;

(e) The Board shall establish a registered office at which
all notices and processes required to be served on the Board
may be served. The Board shall paint or affix and keep
painted or affixed its name and a statement that it is the
registered office of the Board on the outside of such office.
Until otherwise resolved the registered office of the Board
shall be situated in Dominion Building, Wakefield Street,
Wellington. The Minister shall be notified of every change
in the office of the Board;

(f) At its first meeting and thereafter at the annual
general meeting in each year the Board shall appoint an
auditor or auditors for the ensuing year and the remuneration of such auditor or auditors and the conditions of the
audit shall be from time to time settled by the Board. Any
auditor appointed by the Board shall be a public accountant practising in New Zealand. The Board shall in each year
cause to be prepared and presented to the annual general
meeting of the Board a report of the operations of the
Board for the preceding year and a balance sheet and profit
and loss account certified by the auditor or auditors of the
Board, and such annual report, balance sheet, and profit
and loss account shall be laid before the Board at the
annual general meeting in each year. Copies of such
reports, balance sheets, and profit and loss account shall
be sent to the Minister and to the two conferences immediately on the conclusion of each annual general meeting.

(3) Proceedings of Board

(a) Quarterly meetings of the Board shall be held in the
months of October, January, March, and July in every
calendar year at such time and place as may be prescribed
by the Board. The meeting held in October in each year
shall be called the annual general meeting. A special meeting
of the Board may be called at any time by the chairman
or shall be called by the secretary on a request in writing
of any two members of the Board. In the case of a meeting
called by request as aforesaid, seven days’ notice at least,
exclusive of the date on which the notice is served or
deemed to be served and exclusive of the date for which
the notice is given, specifying the place, the date, and
hour of the meeting and in case of special business the
general nature of that business shall be given to all members of the Board by prepaid letter addressed to each
member of the Board at his address lodged at the registered office of the Board, and such notice shall be deemed
to be served on the day following the date of posting
thereof, but the non-receipt of such notice by any member
or accidental omission to give such notice to any member
shall not invalidate the proceedings at any special meeting;

(b) No business shall be transacted at any meeting unless
a quorum of members is present at the time when the
meeting proceeds to business and a quorum shall be three
members present in person. The chairman or, in his
absence, the vice-chairman shall preside at all meetings of
the Board, but if neither the chairman nor the vice-chairman is present or if present declines to act the members present shall appoint one of their number to act as
chairman;

(c) All questions arising at any meeting of the Board
shall be decided by a majority of votes. Each member
present shall have one vote and in the case of equality of
votes the chairman of the meeting shall have a second or
casting vote;

(d) A resolution in writing of the Board signed by all
the members of the Board shall be as effective as a resolution of the Board passed at a meeting duly convened for
the purpose;

(e) The President of the New Zealand Racing Conference shall be the first chairman of the Board and the
President of the New Zealand Trotting Conference shall
be the first vice-chairman of the Board, and they shall hold
office until the annual general meeting in 1951 when the
President of the New Zealand Trotting Conference shall
become chairman of the Board and the President of the New Zealand Racing Conference shall become vice-chairman of the Board, and thereafter the presidents of the two
conferences shall alternate in each year as chairman and
vice-chairman. Provided, however, that if the president
entitled to act as chairman is unwilling to act or, having
assumed office, desires to retire or becomes incapable of
acting, the Board by a unanimous vote of those present at
the meeting may either, with the consent of the president
entitled to act, extend the term of the retiring chairman for
a further year or it may appoint one of its number to be
chairman for the ensuing year or unexpired part of a year
(as the case may be), and the Board may in the same way
fill any vacancy occurring in the office of vice-chairman,
but any extension of the term of a president as chairman
shall not disqualify such president from acting as chairman
in the year in which he would have been entitled to act if
his term had not been extended;

(f) If either of the ex officio members of the Board shall
be absent from New Zealand or unable to attend any meeting of the Board he may by writing under his hand and
either generally or for a special meeting of the Board
appoint an alternate with all or any of the powers, authorities, and discretions of the appointor. Every such appointee