NEW ARTICLES

Northern Advocate, 5 December 1935, Page 10

NEW ARTICLES

WHANGAREI DAIRY CO. CONSTITUTION OVERHAULED DECISIONS MADE YESTERDAY. . Although there was a very free discussion ;the new memorandum and articles of association as submitted to the extraordinary meeting of the Whangarei Baity Company ysterday, were adopted with very few amendments. At the outset, Mr E. S. Tremaine presided over an attendance of well over 200, shareholders, but by the time conclusion. was reached, this number had dwindled to less than half. Under clause 3, an amendment was made reverting to the present financial year of the company, from July 1 to June 30, instead of the suggested August 1 to July 31. In dealing with articled, which stated that the directors “may divide the shares into classes,,groups or sections and may attach to any class, group or section such special rights and privileges or to make any class, group or section subject to any special restrictions or obligations as they shall think fit,” Mr Chetham suggested that this might place powers in the hands of directors who might not use their powers rightly. Mr Lamb explained that the idea was to make it possible to deal in a separate class of 'produce. Separate shares would be needed with a restriction in a separate class. While the company was a co-operative concern for the manufacture of butter, it was impossible to impose on the suppliers. Transfer of Shares. Article 29 (d), dealing with the transfer of shares, which stated that where the proposed transferee in the directors’ opinion, is not a desirable person to admit to membership, the directors shall not be called upon to give any reason for their opinion, called forth some, discussion. It was decided to add . that the directors need not give any reason other than to the proposed transferee himself. Article 43 was amended to read that if a poll was demanded, in reference to voting, that it should be taken at such time and place as the chairman of the meeting directed, the interval before it was taken not to exceed 7 days. Mr Spedding suggested a new method of voting when article 58, dealing with the question of voting was considered. Voting Method. He considered that a poll on the same lines as that for the election of

menjbers of Parliament should be held. If a man did not care to vote he need not attend the booth.

Mr Lamb pointed out that there was a resolution on the books of the company that a , postal ballot • should be taken, and, before any change could be made, the matter would have to be brought before every shareholder. Mr A. Clark said that it was not possible for every shareholder to attend at a central booth and the postal ballot was instituted with the object of giving all shareholders a vote. Mr Spedding’s motion would defeat its own object. No action was taken. Clause Y of article 68 produced some argument. The clause stated that the directors may accept the surrender of shares in accordance with the provisions of the Dairy Industry Act, 1908, and may pay for the shares so surrendered out of the assets of the company such sum or sums as from time to time they think fit or enter ( into any contract for the surrender of the shares.” Mr Chetham considered that all dry shares should be surrendered and bought back. Mr Spedding moved in this direction. The chairman said that there were 51 dry shareholders holding 430 shares. To pay out at par would cost about £430. Purchase of Shares. A supplier suggested that it might be hard on the company at some future ' date if the boundaries were changed. Mr Tremaine commented that this was a point that should be considered and some provision made that the repayments could be over a term. , Eventually a motion was framed to the effect that the directors should, if receiving notice in writing, purchase such shares at amount paid in on each share, provided no major alteration was made in the area served by the company, If new zones were introduced, the position could be considered at the next annual meeting. Mr Lamb pointed out that the company should decide its policy at the annual meeting and not make rules which prevented a policy being formulated. The motion was lost. A motion moved by Mr Crompton that the directors shall not invest capital belonging to the company in any industry, business or profession, other than those at present undertaken by the company, without the consent of the shareholders in general meeting, was lost. A shareholder commented that if the directors were not fit to be trusted they should not be there. “Arbitrary” Powers. A clause to which exception was taken was that giving the directors liberty to refuse acceptance of the whole or any part of the milk, cream or butterfat from any member where

the directors, in their,sole discretion, thought it advisable and in the interests of the company to do so, and that the directors should not be obliged or called upon to give a reason for such refusal. Mr Chatham considered that the powers which it was suggested should be placed in the hands of the directors would be\ too arbitrary, and, asked that an amendment be made to safeguard suppliers from unjust discrimination. Mr Lamb said that the clause had been put in at the discretion of his firm. As things were the company had no right to refuse supply from anyone, even although all the other suppliers were opposed to doing so. On his suggestion the clause absolving the

directors from the necessity of giving reasons for any such expulsion, was eliminated. At three o’clock 30 articles still remained undealt with, and as the meeting was rapidly losing its quorum, it was decided that the motion be put. The chairman stated that the remaining articles were in no way contentious, and his proposal that the memorandum and articles as submitted to the meeting, with amendments, be adopted, was carried. The meeting clpsed with a vote of congratulation, mbved by Mr Hutchings, to the directors for bringing the articles up to date.