Whereas the New Zealand Shipping Company (Limited) is a company incorporated under the Joint-Stock Companies Act 1860, and the Acts amending the same: And whereas by the third clause of the memorandum of association of the company it was declared that the objects for which the company was established were—

• (a) the building, purchasing, chartering, hiring, equipping, fitting-out, sailing under the British or other flag or flags, managing, reselling and letting out to hire of ships or vessels, or other craft of every description, whether propelled by steam or other power or not, or any share or interest therein;

• (b) the carrying or conveying and transmitting of mails, specie, bullion, goods, or merchandise and passengers, by sea or land;

• (c) the purchasing, renting, hiring, or otherwise acquiring, occupying, selling, letting, or otherwise disposing of, constructing, altering, pulling down, repairing, or removing any houses, land, wharves, piers, stages, warehouses, sheds, stores, or other hereditaments, premises, estates, effects, or any grants, subsidies, concessions, real or personal or other property of whatsoever kind, tenure, or description required for the purposes of the company;

• (d) the granting or borrowing and obtaining advances or loans, with security or without security;

• (e) the purchase of the business, goodwill, or other interest of any persons, partnerships, or companies, or amalgamation or other union of interest or working arrangements with any company of a similar nature;

• (f) the holding purchasing or acquiring, reselling, and disposing of shares in any steam or other ship company or undertaking with limited liability, having for its object the transmission of goods, merchandise, produce, and passengers by land or water;

• (g) and generally the doing of all other acts and things which may be necessary, incidental, or conducive to the attainment of the objects before stated, or any of them, and of such other objects as may be consistent with the ordinary business of an owner or charterer, worker or manager of ships, including that of shipping and insurance brokers:

And by the fifth clause that the capital of the company was $200,000, divided into 10 000 shares of $20 each, of which 5 000 should be the first issue:

And whereas, by article 10 of the articles of association, annexed to and registered with the memorandum of association, it was agreed that the company might from time to time, by special resolution of a general meeting, increase the original capital by the issue of new shares of such amount as they should think expedient:

And whereas, by a special resolution, an amended article of association was passed at a general meeting of the shareholders, held at Christchurch, on 20 June 1873, whereby it was agreed that the capital of the company should be increased to $500,000 by the issue of 15 000 new shares of $20 each:

And whereas, by a special resolution, an article of association was passed at a general meeting of the shareholders of the company, held at Christchurch on 23 May 1882, whereby it was agreed that the capital of the company should be increased to $2,000,000 by the issue of 75 000 new shares of $20 each:

And whereas, by a special resolution, an amended article of association, and numbered 6, was passed at a general meeting of the shareholders held at Christchurch on 15 January 1878, whereby it was agreed that “the company may from time to time borrow, upon debentures to be issued under the seal of the company, and signed by at least 2 of the directors of the company and also by the general manager for the time being of the company, any sum or sums of money not exceeding in the whole current at any one time a sum of money equal in amount to the sum of the uncalled portion of the capital of the company for the time being, at such rate or rates of interest as may from time to time be determined by the directors, and the payment of the principal moneys and interest intended to be secured by such debentures shall be a first charge on the portion of the capital of the company uncalled at the time of the issue of such debentures respectively, and such uncalled portion of the capital of the company shall, when called up, be applied in the first place to the discharge of the principal moneys intended to be secured by such debentures”:

And whereas doubts have arisen whether under part (d) of the said clause of the memorandum of association, relating to the granting or borrowing and obtaining advances or loans with security or without security, the company has the power to charge or mortgage the uncalled capital for the time being of the company as security for debentures or otherwise:

And whereas it is expedient that such doubts should be set at rest, and that, for the purpose of the attainment and carrying out of the objects for which the company is established, and that the company should, in addition to the powers already given to it by part (d) of the memorandum of association, have the power of borrowing moneys from time to time upon debentures to be secured upon the uncalled portion of the capital for the time being of the company or otherwise:

And whereas, by article 87 of the said articles of association, it is prescribed that the regulations contained in the memorandum of association, and which the statutes do not authorize the company to alter, shall be deemed to be the only fundamental and unalterable regulations of the company, and by section 12 of the Companies Act 1882, it is enacted that, save as thereinafter provided by the said Act, no alteration shall be made by any company in the conditions contained in its memorandum of association:

And whereas it is doubtful whether the purposes of this Act can be effected without the authority of Parliament:

The references to “two hundred thousand dollars”, “twenty dollars”, “five hundred thousand dollars”, and “two million dollars” were substituted, as from 10 July 1967, for references to “one hundred thousand pounds”, “ten pounds”, “two hundred and fifty thousand pounds”, and “one million pounds” pursuant to section 7(1) of the Decimal Currency Act 1964 (1964 No 27).