H.—3

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period for which such director so dying, resigning, being removed, or being disqualified, had been elected, and no longer : Provided that no director shall be allowed to resign, or be capable of resigning, until the members, at some general meeting thereof, shall have consented thereto. XXXII. The capital stock of the said association, under the provisions of this Act, shall be vested in the hands of the directors for the benefit of the association, to be by the said directors lent out on interest, upon good and sufficient security of landed or other property as to the directors shall appear most conducive to the interests of the association; and the said capital stock shall be liable to satisfy such claims and demands as have accrued or may accrue to any person against the said association. XXXIII. The directors shall call a special general meeting, to be held in the month of May or in the first week in June in each year, of which meeting eight days' notice shall be given to the members severally, and the directors shall lay before such meeting, for its approval—First, a balance-sheet of the books of the association; secondly, an abstract from the balance-sheet, showing, under appropriate headings, the gross liabilities of the association, as also the capital and interests due to, and the other assets of the said association, or under its administration ; and thirdly, a detailed account of profit and loss during the past year, all which accounts shall be settled and balanced up to the last day of April in each year, and shall, previous to such meeting, be examined and compared by the auditor or auditors for the time being with the books of the association, and with the bonds and other securities in the hands of the directors, and shall, by such auditor or auditors, be attested as correct, and shall lie open for the inspection of the shareholders three days before such meeting : Provided that, in making up the accounts in this section mentioned, shareholders and members shall be allowed interest upon the book value of their shares at the rate of interest for the time being current in this colony. XXXIV. As soon as the accounts in the last-preceding section mentioned shall have been approved by the meeting in the said section mentioned, the directors shall appropriate and divide the net profits of the association for the preceding year as exhibited by such accounts into four equal parts, whereof three parts shall form a dividend, to be divided among the members in proportion to the shares possessed by each, and the remaining part shall be set apart as a reserve fund to meet any loss that may be sustained by the association : Provided, however, that should any loss have been sustained whereby the said reserve fund shall be absorbed, and the capital stock be reduced below the aforesaid sum of twenty-nine thousand four hundred pounds sterling, then no interest and no dividend shall be paid so long as the capital stock shall remain less than the sum of twenty-nine thousand four hundred pounds sterling ; and provided also that when the said reserve fund shall amount to five thousand pounds sterling, then so long as the said fund shall not fall below such last-mentioned sum no further additions need be made thereto, and in that case the whole of the net profits (after allowing interest to shareholders, as provided in section thirty-three, shall be divided between the members in proportion to the shares possessed by each of them. XXXV. As often as any person shall be registered as the holder of any share, then, until he shall be elected a member of the association, he shall be entitled to receive interest on the book value thereof at the rate of interest for the time being current in this colony as the only profit or • interest to be derived by such shareholder. XXXVI. It shall and may be lawful for the directors to purchase any share or shares which shall be offered, and to hold such share or shares for the benefit of the association; and the said directors shall be entitled, in respect of such share or shares, to the same benefit and profits as any member is and shall be in respect of any share or shares held by him. And every share so purchased by the said directors shall be reported to the stated general meeting of members held next after such purchase, and shall be disposed of in such manner as such general meeting or any subsequent general meeting shall determine. XXXVII. The members assembled at the general meeting to be held on the last Monday in April in each year shall elect one or more members, not being directors, to serve as auditor or auditors for the ensuing year. XXXVIII. The directors may from time to time appoint a secretary, cashier, bookkeeper, and such other officers as shall, to such directors, seem to be required, at such salary as they may fix from time to time, and to suspend or dismiss such officers, or any of them, from time to time as they may think proper. XXXIX. The members may, at any general meeting, from time to time, determine the amount of remuneration which shall be paid to the directors and auditor or auditors. XL. An alphabetical list of the names, additions, and residences of all the shareholders in the capital stock shall be made out and laid upon the table at every general meeting of the members of the association, which list shall be filed and kept by the secretary at the office in Cape Town, where any person or persons shall, upon cause from time to time, have liberty to inspect the same. XLI. It shall be lawful for the directors, acting for and on behalf of the association, to charge the estates and properties administered by them with such fees and charges as shall be agreed upon, or which, when the same shall not be agreed upon, shall be just and reasonable. XLII. The said directors, by and in the name of the secretary of the South African Association for the Administration and Settlement of Estates, shall and may prosecute or defend any action for or in respect of any sum or sums of money, dues, titles, claims, or demands whatsoever of or relating to the affairs of the association, or order the discontinuance or nonsuit thereof, and shall and may compromise or submit to arbitration the matters in question or otherwise act in any manner as they shall think fit and conducive to the benefit of the said association, and shall and may, subject to the provisions of the Ordinances Nos. 40 and 73, or of any law or Act which may hereafter be enacted or then be in force in that behalf, prosecute any criminal action for any crime or offence committed against or with intent to defraud the said association, and that no action or other