Page
January 21, 1907.)
INDO-CHINA STEAM NAVIGA
CO., LTD.
IMPORTANT MEETING;
[Special Report for the Hongkong.
}
London, Dece
A OVERLAND TRADE REFORT.
shall
37
HAIRMAN.—I don't think we ore and hope the issue may be compara- oderate. Even to one-half we don't in- to go if we can possibly avoid it. I don't nybomision to go to it if we can obtain ing more reasonable terms through aud we could issne debentures on terms and pay them off and so e capital of the Company. It would
g to shareholders. They would Mr. MORT N. It was in regard to the sub- Hasdividend.
stitution of article 17 that caused me to ask. FERDER-Will the reserve fund be con- that question.
“That article 17 shall bẹ cancelled and that the following article shall be substituted therefor“
The CHAIRMAN.-What is it you desire to know ?
Mr. MORTON --I wanted to ask whether, when these shares are divided, the holders of a small number of shares as well as the 'holders of a large number of shares have an equal power of voting at any of these meetings? The CHAIRMAN.—We don't interfere with the voting power.
i
The CHAIRMAN,
Mr MORTOY. - Yes
Th@CHAIRMAN. --The voting power is exactly as it was, We don't interfere with it; but in the gooul s-ries of resolutions which will be proposed, not confirmed, to-day, it is stated that we can attach certain conditions to the issue, We do not propose any interference, in any shape or form, with the voting power. It will remain exactly as it is.
An extraordinary general medi bolders in the Indo-China Steam Co., Ltd, was held at the Lond nie Company, in Cornbill, on the 11th t purpose of confirming the resolution passed
AIRMAN UDisk that is the right, the 2611 November, and for subdividing
(OF & TISOVCsunil than a company the in the capital of the company and for making
den position that enable it to consequential alterations in the articlesofagocia
its reserve iu a loud tõfor and not tion. Mr. W. Keswick, M.P.. presided, and there-
es Hitharlesariquements of were also present Mersis. W. Paterson, Heury
xtension of building basa justified the appiica- Beagley (directors), R. H. R. Burder, Jameson of the reservis to the payment, for steamers, Morton, J. R. Michael, John S. Hogg and others. Fortunately it has proved a very fatisfactory The CHAIRMAN explained that the business way up to date of dealing with that reserve. done at the last meeting only required confirma-
think now that we have preference shares and tion or rejection and could not be debated upon,
debentures we might be wise to have the though in regard to the authority given by the
reserve readily available for contingencies. resolution then passed, and which he hop d
Mr. BURDER.-1 am much obliged, Sir. would be confirmed, they could, if necessary,
The CHAIRMAN,-I now put the resolution.tures were issued. discuss and debate upon the new proposals and
Mr. MORTON.-At enr last meeting I under. make such amendments as they thought fit. He stood that an opportunity was to be given of proposed that the resolution passed at the general fally discussing the various amendments in this meeting of the company on the 26th November
paper. I ask the question becang I was net last be confirmed.
prepared at that meeting to go fully into the inatter. I understood that all the shareholders would have an opportquity of disenssing these, articles of association. I was assured that such was the case.
Mr. W. PATEL SON Seconded.
Mr. BURDER.Before the resolution is put to the meeting, Mr. Chairman, I think we should like some assurance in. regard, first of all, as to the directors, and dealing more especially with clause 71, "whereby a director cau be required in writing by all his co-directors," and so on. At the present time, I believe there are only four directors on the Board, and as the Chair. man promised at the last ordinary general meeting, held in June, that five directors will be appointed I should like some assurance on the point. I think the words of the clause are rather dangerous withly four directers. la regard to the debentures I should like to point out that, at the present time, the reserve fund is all in ships and steamers.
The CHAMAN.-10 what clause do you refer, Mr. Burder?
The CHAIRMAN,—You asked to have them I read scritım ?
1
1
Mr. BURDER.—I am dealing with the issue of debentures not, exceeding the amount of the issued capital. I am dealing with the borrowing powers whereby the company can
borrow in debentures the amount of the paid-up capital of the company." At the preseul time the reserve fund of the company is all in, ships and steamers. There is no actual cashi reserve, and I think we should like an assurance from the Chairman whereby the reserve fund may be gradually placed ip securities or caslı, because if the
1 oard are going to borrow; £60,000 the position of the cou.pany would be unwieldy.
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Mr. MORTON.—Yes, Sir.
The CHAIRMAN -That can be due row. Mr. MORTON.—My idea is that if we pass this resolution now the effect is that the business is
done and over.
The CHAIRMAN. — So far as the resolution goes that we have now to confirm, if it le coufirmed
t is fiuished with,
articles of association were deporred to the last meeting till today.
MR. Mo.108. - The resolutions abou! thago
K
KIVA
i
Mr. J. S. Hogu inquired of the Chairman as to the position of 'd-pesitors provided deben-
Mr. J. R. MICHAEL. — If we are going to con- firm these resolutions which deal with £5 per cont-
The CHAIRMAN.—WA will come to that presently. We want to deal with what we did at tus last meeting by confirming the rezolution,
The m tion confirming the resolution passed on the 16th Narember was put to the meeting and carried unanimously.
The resolution was ** follows:
RESOLUTION.
That the Vatiele of Association of the Company be altered in manner following:-
(-) Bum by all he zulesi at the end of Article 18 the following words.
¦
shall be “, * {:{,!
whh for the time being shall in issuable cred- * The Board muty also issue any of the shares mate las fully paid in atisnetion of any dividend
or ba
whether such dividend
or bonus declared to be payable out of
any out of the Company or other-
[11 the event uf
shares any tasit:
imt the Howard may exercise “the powr- an E shill observe the provisions con- ferred by an eatained in Article 1000B as to “the issue of fractional certificates, the filing of
a propre catract and otherwise."
(That Arti-l- 17 shall be cancelled and that the flavnog article shall be substituted therefor, maurh
The CHAIRMAN. – Yes, the second part afraid we are in a little confusion, -ither von or 1.
The second part begins on pige 12, half way down the page, Audisional resolutions. and so on. These are subject to such drastic criticism
you choose
them ; or to rejcin or amendment il you are, į
Mr. MORT N. - May I ask what is the mes
17 The C ing of the resolution you are submitting now?
mpany may by special resolution zubulivido aby on dintry rosolution consolidate The CHAIRMAN. It is to confirm alterations imits tue any of the. The special resolu- in the articles of association. The sse und is tion winery any dare is subdivided may de- resolutions that we come to, act on the res dution "termene that Letade the holders of the that we have Bow to caufirım.
Mr. MORTON —I was not aware of that, Sir.
I understood we should have an opportunity of discussing all these amendments very fully.
The CHAIRMAN. - I may say I should re; rt exceedingly if you felt anything has been omitted, or desired to call attention
to any point, and because you eangol TOW amendi what was passed. Yon should move the rejection of the resolution to confirm. 11
you tejool our next. it the whole procedure wou'd be upset, and
The CHAIRMAN.--Touching he latter part of Mr. Burder's remarks regarding the issue of debentures for any such zu amount that is, of course, out of the question. We could not deal with so much money. o far as the appoint- ment of another diretor is conc. rued we certainly hope that before general meeting a fifth director will have taken his seat. If he has not taken his seat at any rate there will be one proposed at the general meeting for appointment, but I hope we may have an additional director on the board before that meeting. Ourdesire now is what it was when I last spoke on this subject seme months ago, that we should relect some one specially acquainted with the trade of China and not intimately connected with it. We have been fortunate enough in getting one director since; our general meeting, or at about the time of that meeting, who entirely answers to that requirement, and we hop that by waiting a little while we may obtain another. gentlemen, we shall have to do the best we can and make the best selection possible But I can say that, if not before, certainly at our next general meeting there. will be a fifth director appointed (Hear, Hear).
If not,
Mr. BURDER.-Mr. Chairman, excuse me one minute. About the issue of debentures. I think if you gave an assurance at the meeting that only one-half of this amount will be issued for two or three years it will be very satisfactory.
we should be in chaos.
Mr. MORTON Are we to understand it is impossible to amend these regaiutions now ?
The CHAIRMAN. —Yes, those ad pted at last meeting.
Į
Shar
.1
re uiting trota such sub-divi- tangan of sun-dures shall have any “preference or javril advant igge as regards diven mod, captal, voting or otherwise aver or as *comp gek wat de than others or other."
( De taliwang artiel-shall be inserted after Article 194, ntaly
194
If at any time the capital, is divided into different classes of dears, the rights attached to atty class unless otherwise provided by the torms of issue of the shares of that class) may (“be varied with the consent in writing of the - Indlers of three-fourths of the issued shares of that las, or with the santion of an extraordi- resolution phased at a separate General Meeting of the holders of the shares of the class.
• Poovory such separate fieneral Meeting the pro-
Mr. MORTON.- All we have to do today if the regulations relating to General to obtain further information on the subject?
The CHAIHMAN. — It is to confirm or reject the resolution, not to alter it. But to ob'ain, if you desire it, information on the new business submitted.
Mr. MORTON. You either reject the lot or confirm the lot. That seems to me to be a most unbusinesslike way of doing it,
The CHAIRMAN.—It is the legal way with a coufirmatory resolution.
Meetings shall mutatio mubendis apply, but so. "that the meessary quorum shall be two persons “at least hdding or representing by proxy one-
third of the issued shares of the class." ( In Article 25 the word thirty substituted for the word "twenty-one."
+4
shall be
6) In Article 27 the words "every transfer of a " share shall be by ded " shall be cancelled, and the words the instrument of transfer of any shar shall be in " writing" shall be substituted therefor. And in the saine article the words “signed both by the transferor and transferee "and" shall be inserted after the word 60
Com-
Mr. MOSTON. At the last meeting I asked the question whether we should hare opportunity of discussing these. They are drawn up by a solicitor, and we don't understand them, and unless we understaud them how can we vote upon them. It was for that reason that I asked whether we should have an opportunity of going fully into them. If that is your decision I am very sorry, sir,
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pany."
44
(7) In Article 28 the words “*(not being one of several joint hollers)” shall be inserted after the added at the end of the same article, namely —-—---- word “ Member," and the following words shall be
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And in case of the death of any one or more "of the joint bolders of any registered shares, the “survivors or survivor, or the executors or admis