N.Z. INSURANCE CO.

New Zealand Times, Volume XXXIII, Issue 7864, 28 July 1911, Page 5

N.Z. INSURANCE CO.

TO EXTEND OPERATIONS

PERMISSION GIVEN TO AMEND ARTICLES OP ASSOCIATION.

At tho last annual meeting of shareholders of tho Now Zealand Insurance Company, held at Auckland, tho shnrohoiders decided by special resolution to extend tho operations of tho company beyond tho aims and objects set out in the memorandum of association. In order to do this the permission of the Supremo Court was necessary, and petition iras made to the court at Auckland. Tho matter came before Air Justice Edwards. hut he considered the case of Gueh importance that he ordered that it be argued before the Court of Appeal in order that a definite lino of procedure in such cases slionld ho laid down. Reserved judgment was delivered h.v tho Court of Appeal yesterday morning. - Tho Court was composed of the Chief Justice (Sir Robert Stout), Sir Joshua Williams, and Justices Dennis! on ami Edwards. At the hearing Mr H. 1 ■ Richmond, of Auckland, appeared m support of the application. Bv special resolution of the shareholders of the company pa-ssed on February Bth. 1911, it was unanimously resolved that the objects of , the company bo extended by the addition, fo clause 3 of the following words;— "(1) To undertake and oxoutc trusts cl all kinds, and to act as trustee, executor or administrator, receiver, guardian, committee, or in other fiduciary vositiop. end generally to transact all kinds of trust and agency, business, either gratuitously or otherwise. "(3) To do all kinds of guarantee bwinf"(3) To enter into partnership or into nnv arrangement for sharing prcfi.-s. union of interests, reciprocal couee-sjon. or otherwise, with any person or hmiKd company carrying on, or engaged in. O' about to carry on, or engage in. any husiness or transaction which this company is authorised to carry on or ougave in, or any business or transaction capable of being conducted so as directly or indirectly to benefit this company. •Hi) To take or otherwise acquire. lin’d end dispose of Shares, stock or debentures iu any other limited company having objects altogether or in part similar fo those of this company, or carrying on any business capable, of being eon due:.erl eo as to directly or indirectly benefit this company. , "(5) To promote any limited company or companies for the purpose of acquiring all or any of the pioperty and 1 liabilities of this company, or of .any company or firm carrying .on a like Business. or for any other purpose, which may seem calculated directly or indueetIV to benefit, this company. ‘ "(6) To establish, subsidise, or aid, any institution, association, chilis, and conveniences, for the benefit of the company's employees or ex-employee.s, and to grant money for those purposes or.any of them.” - . . There were no creditors in the company, and no shareholders objected-. Sir Joshua Williams delivered the ,mdgmont of tho Court, and the following extracts (show the purport of it:—"As there aro no creditors who, can be affected the questions to be considered in onr opinion are;—(l) Will any shareholder bo iniurod by the - proposed amendment? (2) Will anyone hereafter dealing with the company be deceived by granting the amendment P (3) Are the powers proposed to bo granted by the amendment 'within the, powers usually granted to euch companies? . "As to (1\ neither the trustee and executor business nor the guarantee business upon which tho company 3>roposes to enter are hazardous *vs fif® insurance. Both branches }of baririess are frequently conducted by fire insurance companies. "As -to (2). the business proposed to be allowed to be on and Die powers proposed to be given are frequently carried on bv insurance companies,' and aro authorised Rh:e; v memorandum of association. no reason therefore to supple tbot the name of . the company—the New Zealand Insurance Company—will leed people to believe that the buriners of the company is confined to insurance only, and may not include other business which insurance oonvpon.tes are in the habit of carryin? on in addition to purely insurance business. ,

"As to (3), various other compapico have been allowed to nve.lvc similar amendments. . "The eovwie.h'Oid"rs know tost what m pood for themselves and forihocompary. If there is no opposition. and if Ik" Court sews clearly that neither the cn-di-torg of the company will miffcr nor bleat those who deal with the ccuananv or buy shaves in the company are likely to b" deceived or misled the Court will, exee-t in extraordinary circumstances, confirm the alteration. Of course if there is opposition different ccusidcraticu s iron'd apply. Tho snpeestefl alterations will, therefore, 'bo confirmed. 1 '