This Act may be cited as the Linen Flax Corporation Act, 1945.

In this Act, unless the context otherwise requires,—

There is hereby established a Corporation to be called the Linen Flax Corporation of New Zealand.

The Corporation shall consist of eight directors to be appointed from time to time by the Governor-General on the recommendation of the Minister, of whom—

In making any recommendation under the last preceding subsection the Minister shall give special consideration to names submitted to him by appropriate organizations of the linen flax growers of New Zealand, or of the manufacturers using linen flax fibre as a raw material, or by the New Zealand Workers’ Union.

The Corporation shall be a body corporate with perpetual succession and a common seal, and shall be capable of holding real and personal property, and of suing and being sued, and of doing all such other acts and things as bodies corporate may lawfully do and suffer.

Except as otherwise provided in this Act every director shall be appointed for a term not exceeding two years, but may from time to time be reappointed.

Notwithstanding anything to the contrary in this Act, every director, unless he sooner vacates his office, shall continue to hold office until his successor comes into office.

Any director may at any time be removed from office by the Governor-General for inefficiency, disability, insolvency, neglect of duty, or misconduct proved to the satisfaction of the Governor-General, or may at any time resign his office by writing addressed to the Minister.

If any director dies, or resigns, or is removed from office, or (having been appointed as a manager of a factory producing linen flax fibre) ceases to be a manager of such a factory, his office shall become vacant and the vacancy shall be deemed to be an extraordinary vacancy.

In case of any extraordinary vacancy the Governor-General may appoint some qualified person to be a director for the residue of the term for which the vacating director was appointed. Any such appointment shall be made in the same manner as the appointment of the vacating director.

The powers of the Corporation shall not be affected by the fact that at any time there may be less than eight directors in office.

In any case in which the Governor-General is satisfied that any director is incapacitated by illness, absence, or other sufficient cause from performing the duties of his office, the Governor-General may appoint a deputy to act for that director during his incapacity, and any such deputy shall, while he acts as such, be deemed to be a director.

No such appointment of a deputy and no acts done by him as such shall in any proceedings be questioned on the ground that the occasion for his appointment had not arisen or had ceased.

The first meeting of the directors shall be held on a day to be appointed in that behalf by the Chairman.

Subsequent meetings of the directors shall be held at such times and places as the directors from time to time appoint.

The Chairman or any four directors may at any time call a special meeting of the directors.

At all meetings of the directors four directors, of whom one shall be the Chairman or the Deputy Chairman, shall form a quorum.

The Chairman shall preside at all meetings at which he is present. In the absence of the Chairman, the Deputy Chairman, if present, shall preside.

At any meeting of the directors the Chairman shall have a deliberative vote, and, in the case of an equality of votes, shall also have a casting vote.

All questions before the directors shall be decided by a majority of the valid votes recorded thereon.

Subject to the provisions of this Act and of any regulations made thereunder, the directors may regulate their procedure in such manner as they think fit.

The functions of the Corporation shall be to organize and develop the linen flax industry and to carry on the business of producing linen flax fibre and other linen flax products and of marketing any such products in New Zealand or overseas.

The Corporation shall have the like functions in relation to such other soft fibres and other products as the Minister from time to time directs or approves as it has in relation to linen flax fibres and linen flax products.

The Corporation shall have all the powers and authorities reasonably necessary for the effective performance of its functions.

Without limiting the general provisions hereinbefore contained, it is hereby declared that the Corporation may—

In the exercise of their functions and powers the directors shall have regard to any representations that may be made by the Minister in respect of any functions or business of the Corporation, and shall give effect to any decision of the Government in relation thereto conveyed to the directors in writing by the Minister.

On the commencement of this Act all machinery, plant, and equipment, all materials and products, all rights and privileges, and all other chattels, and all personal property whatsoever held in the name of His Majesty for the purposes of section two of the Finance Act (No. 2), 1940, shall be deemed to be vested in the Corporation at a valuation to be determined by the Minister of Finance, and all debts, liabilities, and obligations, whether present or contingent, incurred in the name of or imposed upon His Majesty under that section shall become debts, liabilities, and obligations of the Corporation.

As soon as practicable after the commencement of this Act the Corporation shall execute in favour of the Minister of Finance acting on behalf of His Majesty a debenture or other suitable security or securities securing to His Majesty a sum equal to the value of the assets vested in the Corporation under this section, less the amount of the debts, liabilities, and obligations transferred to the Corporation under this section.

His Majesty the King is hereby empowered to grant, convey, or transfer to the Corporation, for such consideration as may be determined by the Minister of Finance, any lands or any interest in land taken or otherwise acquired by His Majesty (whether before or after the passing of this Act) for the purposes of the linen flax industry, and to grant, convey, or transfer to the Corporation, for such consideration as may be determined by the Minister of Finance, such additional or other lands or interests in land vested in His Majesty as the Minister of Lands may agree should be vested in the Corporation.

The Corporation may from time to time borrow from the Minister of Finance and the Minister of Finance may from time to time, upon and subject to such terms and conditions as he thinks fit, advance to the Corporation such amounts as are, in the opinion of the Minister of Finance, required by the Corporation for working capital, wages, payments to growers, administration, or for any other purpose incidental to the effective performance of the Corporation’s functions.

In addition to the power conferred by the last preceding subsection the Corporation may from time to time with the consent of the Minister of Finance borrow moneys from the Bank of New Zealand.

For the purpose of securing the repayment of any moneys borrowed by it as aforesaid the Corporation may mortgage or charge any of its real or personal property.

There may from time to time, without further authority than this section, be transferred from the National Development Loans Account to the bank account of the Corporation any moneys required to be advanced to the Corporation by the Minister of Finance under the last preceding section.

Without limiting the authority conferred by the last preceding subsection, it is hereby declared that any moneys required to be advanced to the Corporation by the Minister of Finance under the last preceding section may, without further authority than this section, be advanced to the Corporation out of any balances in the Public Account.

All moneys advanced under the last preceding subsection from any fund or account other than the National Development Loans Account and the Consolidated Fund shall, on and from the date of the advance, constitute a capital liability of the Corporation to that fund or account under section six of the National Development Loans Act, 1941, and the provisions of sections six and seven of that Act shall, so far as they are applicable, apply accordingly, with the substitution of references to that fund or account for the references in those provisions to the Consolidated Fund.

The Corporation shall cause books to be provided and kept, and true and regular accounts to be entered therein of all sums of money received and paid, and of the several purposes for which such sums of money have been received and paid.

The Corporation shall keep its accounts in such form as may be required or approved by the Minister of Finance.

The Corporation may, with the approval of the Minister of Finance, set aside out of its revenue such sums as it thinks proper as reserves for depreciation of assets, obsolescence, insurance, superannuation or retiring allowances for the staff of the Corporation, and other purposes.

The Corporation may invest any of the moneys to the credit of any reserve account either as provided in the next succeeding section or, except in the case of moneys set aside as reserves for superannuation or retiring allowances for the staff of the Corporation, in the business of the Corporation.

Any moneys belonging to the Corporation and available for investment may be invested in the manner following:—

On or before the thirtieth day of April in each year the Corporation shall cause to be prepared and sent to the Audit Office a yearly balance-sheet and a profit and loss account together with such other statements of accounts as may be necessary to show fully the financial position of the Corporation and the financial results of its operations during the preceding financial year ended the thirty-first day of March then last past.

The yearly balance-sheet, account, and statements shall be audited by the Audit Office, which for that purpose shall have and may exercise all such powers as it has under the Public Revenues Act, 1926, in respect of public moneys and public stores and the audit of local authorities’ accounts.

A copy of the yearly balance-sheet, profit and loss account, and statements shall, when duly audited, be submitted by the Corporation to the Minister accompanied by a report as to the operations of the Corporation for the year; and a copy of the balance-sheet, account, statements, and report shall be laid before Parliament.

After allowing for transfers to reserves pursuant to section sixteen hereof and making provision in relation to any accumulated losses, the net profits of the Corporation for each financial year shall be paid into the Public Account.

The Corporation may, in any financial year, expend for purposes not authorized by this or any other Act any sum or sums not amounting in the aggregate to more than one hundred pounds.

Any contract which, if made between private persons, must be by deed shall, if made by the Corporation, be in writing under the seal of the Corporation.

Any contract which, if made between private persons, must be in writing signed by the parties to be charged therewith shall, if made by the Corporation, be either under the seal of the Corporation or signed by two directors on behalf of and by direction of the Corporation.

Any contract which, if made between private persons, may be made orally may be similarly made by or on behalf of the Corporation by any two directors acting by direction of the Corporation, but no oral contract shall be made for any sum exceeding twenty pounds.

There shall be paid to the directors such remuneration by way of fees or allowances as the Minister from time to time approves:

Provided that any moneys received under this subsection by an officer of the Public Service to whom the Public Service Act, 1912, applies shall be subject to the provisions of that Act.

The directors shall be paid such travelling expenses and allowances as may from time to time be prescribed by regulations made under this Act.

All payments under this section shall be made out of the funds of the Corporation.

The Corporation may appoint such officers and servants as it deems necessary for the efficient carrying-out of its functions under this Act.

Any person in the service of the Crown who is appointed to be an officer or servant of the Corporation shall thereupon be deemed for all purposes to have ceased to be employed in the service of the Crown.

The Corporation may, out of its funds, subsidize any fund or scheme established with the approval of the Governor-General in Council for the purpose of providing superannuation or retiring allowances for its officers and servants.

No company or other body with objects or functions similar to or identical with those of the Corporation shall be incorporated or registered under any Act or otherwise howsoever.

The Governor-General from time to time, by Order in Council, may make regulations for any purpose for which regulations are contemplated by this Act, and may make all such other regulations as may in his opinion be necessary or expedient for giving full effect to the provisions of this Act and for the due administration thereof.

All regulations made under this Act shall be laid before both Houses of Parliament within fourteen days after the making thereof if Parliament is then in session, and, if not, then within fourteen days after the commencement of the next ensuing session.

Section two of the Finance Act (No. 2), 1940, is hereby repealed.

All appointments, contracts, deeds, instruments, claims, liabilities, notices, returns, statements, declarations, recommendations, approvals, consents, and generally all acts of authority that originated under the section hereby repealed, and are subsisting or in force on the commencement of this Act, shall enure for the purposes of this Act as fully and effectually as if they had originated under the corresponding provisions of this Act, and accordingly shall, where necessary, be deemed to have so originated.

All matters and proceedings commenced under the said section, and pending or in progress on the commencement of this Act, may be continued and completed under this Act.