་
308
THE HONGKONG WEEKLY PRESS AND
[October 15, 1893.
some small and select club. Since Deep-| Agents would constitute a breach of com- | All duly registered shareholders of a Com- water Bay, then, is to be no longer available as રી place of public resort -(that is if no action be taken to preserve it #8 such) the general body of subscribers might perhaps he in- clined to favour the Jubilee Road being commenced at the Shaukiwan end, which would form a pleasanter afternoon drive than the section beyond Kennedytown, being less exposed to the afternoon sun and leading to Tytam, the most beautiful part of the island and from which there is at present no declared intention of excluding the public.
THE CROWN AGENCY SYSTEM.
(Daily Press, 13th October),
ance of stores.
It
|
C
(C
"
C
老鼠
L
•
S
some direct evidence to that effect. Dr. AYRES, when giving evidence before the Retrenchment Committee, said :—“ On things coming through the Crown Agents we do not get them at anything like the prices we could get them ordering them "in large quantities from mercantile firms at home. The same is believed to apply to other descriptions of stores.
mercial morality that could hardly be telerated even by the complacent officials of Downing Street. But, admitting that everything is probably fair and square in that direction, why should this new charge of one per cent, on freight and insurance be imposed? Some four years ago the Hon. T. H. WHITEHEAD asked the following question in Council:-
:-" In view of the West Indian Colonies, including British Honduras and British Guiana, having "recently passed resolutions throughout "their legislatures condemning the Crown Agency system as an expensive and waste “f:Ï medium for the transaction of their "business, and as a like feeling obtains amongst a large number of ratepayers in this colony, will the Government lay upon At the meeting of the Legislative Coun-
the table at the earliest possible date a cil on Monday the Hon. C. P. CHATER
copy of the Parliamentary paper C. 3,075, raised once again that old standing grievance "1881, which is said to contain full information the charges of the Crown Agents.
s to the arrangements existing between the sechis that these gentlemen have re- Colo. ial Office and the Crown Agents ?" cently imposed a charge of one per cent. The Colonial Secretary replied that he had upon the colony on freight and insur-written for the paper and would lay it on the Mr. CHATER asked for table when it was received. The paper was an explanation, and in reply the Acting in due time laid on the table, as promised, Colonjal Secretary said that immediately he but it did not afford much enlightenment, discovered this new charge had been made beyond recording variations made in the he protested against 1. on the grand that it charges from time to time. While we are was not in accordane, with the regulation: left in this state of darkness a feeling ob and was contrary to :', commercial practice, tains that the Crown Agency system is, as but the-Secretary of State would not expressed by Mr. WureAD's resolution, relieve the colony from payment of the expensive and wasteful. There is, indeed, commission. The actual amount the vol ny pays the Crown Agents is not in itself à large/sum, but there is an irritating feeling that it is of the mature of a squetze, au impression that is strengthened by the fact that it seems impossible to dain any y defipite and intelligent statement as to the relationship in which the Crown Agents stand to the colonics and the terms on which they transact the business entrusted to them., If the Government gott) or wadd clear up this point it might dissipate certain sentelui- ous suspicions that are entere sued. It 1892 a short discussion took place of the subject in the Inance Committee whet the Estimates pure under consideration. On that occas in the then Coloukl Sceret ary, Sir G. T. M. O'Bates, states that the Crown Agents did not get any immediate belclit hent evanission, that it did not affect their cholaments and it was not 19 their interest to get a fargé expenditure that they should get large commissi me that they were paid certain salaries and were also entitled to pensions; and the money for this purpose canie out of the fund which was provided by the Crown Colonics. That presumably is the theory, since it was so stated; but is it applied in practice? The Crown Agents being paid a fixed sum per annum as salary, are we to suppose that all the commissions they make go to the pension fund, and, if so, is the fund subject to any official audit? Why has this Le commission on freight and insurance been found necessary? The grow ing business of the colonies and the proportionately larger amount of com- mission collected by the Crown Agents ought to
sufficient to te
keep up the pension faņ without having re- course to the imposition of new comunis sions. Mr. CHATLR asked if the rebates and bonuses allowed by the shipping and insurance companies were shown in the statements of account rendered by the Crown Agents, a question which could not be answered at the moment, but we should think there can be little doubt the reply must be in the affirmative, as the secret appropriation of such sums by the Crown
|
POINTS OF COMPANY LAW.
do so.
(Daily Perss, 8th October.) If the statement made by Mr. J. H. Cox at the meeting of the Hongkong Hotel Company on Thursday were correct, namely, that the holders of shares are not legally shareholders unless they sign the articles of association, it would follow that all the proceedings of Public Companies must be illegal, for, with the exception of the siguing the articles, nor does there appear original subscribers, no one ever thinks of
to be any provision of law by which they There is no occasion for alarm, however, for Mr. Cox is, to use the term he addressed to the chairman at the Hotel Company's meeting, quite wrong.
The Ordinance provides that any seven or more persons may form an incorporated company Subject to their subscribing their names to the memorandum of association; if there are articles of association those also are to be signed by cach subscriber and "when regis tered they shall bind the company and the members thereof to the same extent as if each member had subscribed his name "and affixed his seal thereto "--(section 16) from which it is evident that persons becoming members of the Company after its formation are not expected to sign the articles. But the matter is not left to inference, for section 22 defines the word “member.” Thẻ subscribers to the memor- andum of association are to be deemed to have become members of the company and every other person who has agreed to become a member of a company under this ordinance, and whose name is entered on the register of members, shall be "deemed to be a member of the company."
21
64
|
|
|
pany are therefore members and stand in all respects on the same footing as the sub- scribers to the memorandum of association, The memorandum of association is essential to the formation of a company; the adoption of articles of association is optional. A company can, if it so elect, be governed by the regulations attached to the Ordinance which are provided for companies having no special articles of their own. If there are no articles of association it follows that no articles of association can be signed. Mr. Cox was equally wrong in his statement as to the quorum necessary for the passing of a special resolution. He expressed the opinion that three-fourths of the total num ber of shares must be represented. On what he bases that opinion we do not know, but if on section 50 of the Ordinance, which we think is the only section in which there is any reference to three-fourths, he will find on reading it more closely that it simply provides that a special resolution must be passed by a majority of three-fourths of the shareholders present at a meeting in person or by proxy; it does not refer to three-fourths of the whole body of share holders or three-fourths of the whole num ber of shares. The proportion of the total number of shares that must be represented in order to pass a special resolution is go. verned by a company's articles of associa tion, or, where there are no articles, by the regulations attached to the Ordinance.
(Daily Press, 14th October.)
If the legal points raised by Mr. J. H. Cox in'connection with the recent meetings of the Hongkong Hotel Co. were made the subject of an action at law we have little doubt the lawyers would manage to make a two days' argument out of them, but we have equally little doubt as to what the decision would be. The construction to be placed up. legal documents is not au attractive subject for newspaper dis- cussion, but as some public interest has been excited by the position taken up by Mr. Cox we will endeavour briefly to state the position as it presents itself to us, pre- mising that Mr. Cox would have been well advise if in his speeches he had quoted chapter and verse for his authority, as he now does in his letter. Article 28, the first quoted by Mr. Cox, provides that every shallas to all duties, obligations, claims, and person to whom shares shall be transferred
demands upon or against him in respect of such shares be considered a shareholder of the Company from the time of the shares being so transferred to him as aforesaid, "but as to all profits, rights, privileges, bene- fits, and advantages to arise from the same shares, no such person shall be "considered as a shareholder in respect of "the same until he shall have executed " hold, we think, that the signing of a these presents." A court of law would
deed containing a declaration that the transferee agreed to be bound by the articles of association was a sufficient execu- tion of "these presents." The side-note contains the words until they have signed "articles of association," which is appar ently what Mr. Cox has taken as his authority. Whatever purpose the drafter of the article may have had in his mind. it was certainly not to create two classes of shareholders; it seems rather to have Leen by a cumbrous phraseology to make re- ¦gistration compulsory before dividends could be claimed. The interpretation clause is quite clear as to the meaning of “share-
CE
"
holders," namely, "the duly registered holders from time to time of the shares