65. Whenever a call shall be made, the manager shall insert in that issue of the newspaper, in Melbourne, in which it can be first published after the making of the call, a notice of the day when it will be payable, and of the place for payment thereof; and a similar notice in each of the two immediately succeeding issues of such newspaper; and shall insert a similar notice in that issue of the [some newspaper published in the district where the company's operations are being carried on] in which it can be first published after the making of the call. The manager shall also immediately after the making of the call send a similar notice, by letter, through the general post, to each shareholder. The notice of a call required by the Act to be published in the Gazette shall be published in that issue thereof in which it can be first published after the making of the call.

Dividends.

66. The directors shall declare a dividend on each share out of the clear profits of the company, if any, every but no dividend shall in any case be declared out of the capital of the company; and every dividend shall be payable at the office, or bankers, of the company: Provided that the directors shall not be bound to declare any dividend whenever the amount applicable to the payment of dividends does not amount to pounds.

67. The directors may before declaring any dividend set aside out of the profits of the company such sum as they may think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining the works and machinery connected with the business of the company or any part thereof.

68. Notice of any dividend that may have been declared shall be published in two consecutive publications of the newspaper in Melbourne, and in a newspaper

published at

69. No dividend shall be payable to any person in respect of any share whose name is not at the time of payment entered in the register of members as the holder of such share.

70. No dividend shall bear interest as against the company.

Auditors.

71. The accounts of the company shall be examined, and the correctness of the balance-sheets of the manager ascertained, by two auditors. A. B. and C. D. shall be the first auditors of the company, and shall hold office until the general meeting to be held in the month of One thousand eight hundred and

and at that meeting, and at the general meeting to be held in the month of

in each subsequent year, two persons, whether members of the company or not, shall
be appointed auditors; and any special meeting may remove or dismiss any or either
of the auditors so appointed, and upon the removal, dismissal, resignation or death
of either or any of the auditors, any special meeting may appoint any other person
or persons to act as auditor or auditors until the then next general meeting to be
held in the month of
; and the directors shall allow the auditors so

appointed such a remuneration as they may think reasonable.

Notices.

72. All notices hereinbefore directed to be given by circular may be served by the company upon any member personally, or by sending it through the post in a prepaid letter addressed to such member at his address as entered in the register of members, or at the address designated by such member as hereinafter mentioned.

73. All notices directed to be given to the members by circular shall, with respect to any share or shares to which persons are jointly entitled, be given to whichever of such persons is named first in the register of members, and notice so given shall be sufficient notice to all the holders of such share or shares.

74. Any notice, if served by post, shall, in the case of any member whose registered address is in Melbourne or at any place within twelve miles of the Melbourne Post-office, be deemed to have been served at ten of the clock in the morning of the day after that on which the letter containing the notice was posted, and, in the case of any member whose registered address in the said Colony of Victoria is beyond twelve miles from the Melbourne Post-office, at ten of the clock in the morning of the second day, and in case of any member whose registered address is in any other of the Australian colonies, at ten of the clock in the morning of the day, after that on which such letter was posted, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post-office at Melbourne, or, in the event of the service of the said notice being by publication in a daily newspaper as aforesaid, by production of the newspaper containing such notice.

75. Any member may, by a written or printed statement signed by such member and left with the manager at the registered office of the company, require that all notices which the regulations of the company direct to be served upon the members by circular shall, instead of being served upon him, be served upon his attorney appointed as hereinbefore mentioned at some address in Victoria to be set forth in

35 VICTORIA, No. 409.

35 VICTORIA, such statement, and until such statement. shall be revoked service at such address in No. 409. the manner herein before provided for service of notice by post shall be deemed good service upon such member notwithstanding the death or absence of such attorney.

Miscellaneous.

76. The board of directors shall have power to make such bye-laws, not inconsistent with the provisions of the foregoing Act, or of the rules of the company, as shall be found necessary for the efficient working of the company, or carrying on of its operations, and to amend such bye-laws from time to time as they shall deem desirable, subject always to any alterations which any meeting of the company shall think proper to make.

77. The manager shall within eight days from the passing of any new rule or rules, or any alteration or alterations in the rules of the company, annex to these present rules a copy of such new rule or rules, or alteration or alterations, signed by the chairman of the meeting at which the same was or were made, and by the manager, and the new rule or rules and alteration or alterations so annexed shall from thenceforth form a portion of the rules of the company.

78. All sums of One pound and upwards payable by the company shall be paid by cheques, and all cheques shall be drawn by the manager, and countersigned by two of the directors.

79. The receipt in writing of the manager for the time being shall be a good and sufficient discharge for all calls or fines due to the company, and for all sums under pounds, and the receipt in writing of a majority of the directors and of the manager for any sums of money amounting to, or over, pounds, and for any property or effects belonging, or payable, to the company shall effectually discharge therefrom the purchaser or other person paying or delivering the same, and from all liability in respect of the application thereof, and all moneys received by the manager shall be paid by him to the credit of the company into such bank as the directors may appoint.

80. In the interpretation of all rules and regulations of the company, unless there be anything in the context repugnant thereto, words importing the singular number only shall extend to and include the plural, and words implying the plural number only shall extend to and include the singular, and all words implying the masculine gender only shall be read as including females, and the words "directors" and "manager" shall respectively signify the board of directors of the company or a majority thereof, or the quorum, or a majority of the quorum of such directors, and the manager for the time being of the company.

:

years

81. The company shall continue and be in existence for the term of from the day of One thousand eight hundred and unless the same shall in the meantime be wound up either by the court or voluntarily under the provisions of the "Mining Companies Act 1871," or under any other Act for the time being in force for the winding up of such companies but in case the operations shall continue productive or promising it shall be lawful for the shareholders at any time before the expiration of the said term, at an extraordinary meeting to be convened for the purpose, and by a resolution carried by the holders of a majority of the shares in the company voting as aforesaid, to prolong the said duration of the said company for any further period to be conducted upon the terms, conditions, and agreement upon which the said company shall then have been conducted, and to procure a renewal of any lease which the company may hold for any further period whatsoever.

82. At the determination or dissolution of the said company the directors manager and other officers of the company for the time being shall forthwith wind up and settle the affairs of the company in manner following (that is to say):-all and singular the property and effects of the company, or such parts thereof as shall be saleable, shall be sold by public auction or private contract, and, out of the moneys arising therefrom, all the debts engagements and liabilities of the company shall be paid and discharged, or provision shall be made for the satisfaction or compromise thereof, and the clear surplus (if any) then belonging to the said company shall be divided between the shareholders in proportion to the number of shares held by them respectively: Provided however that no sale by private contract shall be completed without the sanction of an extraordinary meeting of shareholders convened for that purpose.