WHEREAS a joint-stock banking company called “The Bank of New Zealand” was, by “The New Zealand Bank Act, 1861” (hereinafter referred to as “the said Act”) incorporated by the name of the Bank of New Zealand: And whereas by clause fifty-nine of the deed of settlement of the said Bank it was provided that it should be competent to the Board of Directors to establish any branch bank or banks at any place within New Zealand, and such banking agency or agencies or connections as the Board of Directors should determine: And whereas by clause eighty-two of the said deed it is provided that it should be lawful for a general meeting of the proprietors of the said Bank, by a majority of votes, to make new laws, regulations, and provisions of the company, and to amend, alter, and repeal all or any of the existing laws, regulations, and provisions of the company: Provided that no such new, amended, or altered laws, regulations, and provisions should be in force till confirmed at a subsequent general meeting by the votes of proprietors holding more than one-third of the actual paid-up capital of the Bank: And whereas by section three of the said Act it was enacted that the several laws, rules, regulations, clauses, and agreements contained in the said deed of settlement, or to be made under or by virtue or in pursuance thereof, are and shall be deemed and considered to be and shall be the by-laws for the time being of the said corporation, save and except in so far as any of them are or shall or may be altered, varied, or repealed by, or shall or may be inconsistent or incompatible with or repugnant to, any of the provisions of the said Act or of any of the laws or statutes in force in the said colony; subject, nevertheless, to be and the same may be amended, altered, or repealed either wholly or in part in the manner provided in the said deed of settlement; but no rule, provision, or by-laws shall on any account or pretence whatsoever be made by the said corporation either under or by virtue of the said deed of settlement or of the said Act in opposition to the general scope or true intent and meaning of the said deed of settlement, or of the said Act, or of any of the laws or statutes in force in the colony: And whereas at a meeting of the proprietors of the said Bank held on Friday, the twenty-seventh day of October, one thousand eight hundred and sixty-five, it was resolved that the said clause fifty-nine of the said deed of settlement should be altered, and such alteration was made as follows: “It shall be competent to the Board of Directors to establish any branch bank or banks at any place within New Zealand or elsewhere in the British Dominions, and such banking agency or agencies or connections-as the Board of Directors shall determine:” And whereas the said resolution was confirmed at a general meeting of the proprietors held on the twenty-seventh day of April, one thousand eight hundred and sixty-six, pursuant to the said deed of settlement: And whereas doubts have been raised as to whether such alteration was duly and validly made, and it is expedient that the said doubts should be set at rest: