WHEREAS a joint-stock banking company called “The Bank of New Zealand” was by “The New Zealand Bank Act, 1861” (incorporated by the name of “The Bank of New Zealand:” And whereas by the deed of settlement of the said bank provision was made for increasing the capital of the said bank from time to time as the shareholders might determine upon, but no provision was made for reducing the capital by writing off or cancelling any lost capital or any capital unrepresented by available assets: And whereas the capital of the said bank has from time to time been increased in accordance with the provisions of the said deed of settlement, and such capital was further increased by resolution duly passed at a special general meeting of the proprietors of the said bank held on the third day of October, one thousand eight hundred and eighty-eight: And whereas by clause eighty-two of the said deed of settlement 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 for 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 as in the said clause mentioned: 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, were and should be deemed and considered to be and should be the by-laws for the time being of the said corporation, save and except in so far as any of them were or should or might be altered, varied, or repealed by, or should or might be inconsistent or incompatible with or repugnant to, any of the provisions of the said Act or of any of the laws or statutes in force in the Colony of New Zealand, subject nevertheless to be, and the same might be, amended, altered, or repealed, either wholly or in part, in the manner provided in and by the said deed of settlement; but no rule, provision, or by-laws should on any account or pretence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 said colony: And whereas by section twenty-one of the said Act it is enacted that in the event of the assets of the said corporation being insufficient to meet its engagements then and in that case the shareholders should be responsible to the extent of twice the amount of their subscribed shares only—that is to say, for the amount subscribed and for a further and additional amount equal thereto: And whereas by clause one hundred and nineteen of the said deed of settlement it is provided that, notwithstanding anything thereinbefore contained, if at any time it should be certified by the auditors that the assets of the company were not sufficient to meet its liabilities, or that an emergency had arisen which made a call or calls expedient, it should be lawful for the Board of Directors to make a call or calls upon the proprietors, in proportion to the number of their respective shares, for a sufficient amount to make up such deficiency or to meet such emergency as the case might require, and such call or calls should be payable at such time or times as the Board of Directors should appoint, and should be recoverable against the several parties thereto, by action of debt or otherwise, in like manner as calls were recoverable for the purpose of raising the amount of the several shares in the subscribed capital of the company, and should afterwards be wholly or partially returned to the proprietors making payment thereof, if the same or part thereof were found to be no longer necessary to be retained: Provided always that no call should be made beyond an additional sum equal to the amount of the subscribed capital of the company: And whereas at a meeting of the proprietors of the said bank, held on Thursday, the eleventh day of October, one thousand eight hundred and eighty-eight, the following five resolutions were duly passed—namely, (1) That three pounds per share of the present paid-up capital of the bank be and the same is hereby cancelled, such capital having been lost or being unrepresented by available assets, and that henceforth dividends shall be paid on such shares as representing seven pounds each instead of ten pounds each, the original amount thereof; but such reduction shall not interfere with or in any way alter the liability of shareholders to contribute a further sum of ten pounds, as provided by the bank’s act and deed of settlement in the event of the assets of the corporation being insufficient to meet its engagements; (2) That the directors be empowered at their option to receive from shareholders willing to pay the same, three pounds per share to reinstate their shares to the original amount of ten pounds per share, and on all shares so reinstated to pay dividends on the original amount of such shares, provided that such payment to reinstate shares shall not render the shareholder liable to pay any further or larger amount than be would have been liable for if the shares had remained at ten pounds each, as originally created; (3) That the several assets and accounts held for realisation, and outside the category of what may be regarded as ordinary and current business, be liquidated by the directors as speedily as may be, having regard to advantageous realisation thereof, and that in the meantime such assets be transferred to, and held and treated in globo in, a separate liquidation account, and so as that surplus in realising any one asset may be set against deficiency in realising any other without passing such surpluses or deficiencies respectively through the ordinary profit and loss account; (4) That the words beginning “and if,” in clause one hundred and two of the deed of settlement, to the end of the clause be and the same are hereby deleted; (5) That, in disposing of the new shares created and authorised to be issued by the resolution of the special general meeting of proprietors held on the third day of October instant, the Board of Directors may make it one of the conditions that payment for such new shares may be made by such instalments as the Board of Directors may think fit: And whereas the said resolutions were duly confirmed at a general meeting of the proprietors held on Friday, the nineteenth day of October, one thousand eight hundred and eighty-eight, pursuant to the said deed of settlement: And whereas doubts have been raised as to whether the said resolutions, or some of them, are not ultra vires of the said corporation or the proprietors thereof, and it is expedient that the said doubts should be set at rest: And whereas, in order to give full effect to the said resolutions, it is necessary that the said Act and the deed of settlement of the said bank should be amended as hereinafter provided: