THE HONGKONG GOVERNMENT GAZETTE, 28TH JULY, 1866.
Deed of Settlement to be signed within Twelve Months, and
X. Within Twelve calendar Months from the date of this Ordinance the persons who shall have subscribed for at least one half of the said Capital of Five Millions of Dollars, shall, to the satisfaction of the Governor, to be evidenced as aforesaid, enter into and execute a Deed of Settlement (and so as each such person so executing shall hold at least five shares in the said Capital), which Deed of Settlement shall be filed with the Registrar of Companies within Twelve calendar Months from the date thereof, whereby provision shall be made for carrying on the business of the Company by a Court of Directors to be elected by the Shareholders of the Company, as by the said Deed shall be provided, and, until such election, by a Court of Directors to be named in the said Deed, and whereby provision shall also be made for the payment, by the Shareholders, of all Monies to become due in respect of the instalments on the shares taken by them, and also of such further or other Sums as are hereinafter provided, and in which said Deed of Settlement shall be contained (in addition to all such further provisions as shall be by the Governor considered necessary and usual in like cases for the management of the Affairs of the Company) provisions for effectuating the following objects, that is to say:-
Rules and Regulations are to be.
First. For holding General Meetings of the Company once at least in every Year at an appointed time and place.
Second. For holding extraordinary General Meetings of the Company upon the requisition of Nine or more Shareholders, holding in the whole at least Two Thousand shares in the Company.
Third. For the management of the Affairs of the Company and the election and qualification of the Directors.
Fourth. For the retirement of at least one-fourth of the Directors of the Company Yearly.
Fifth. For preventing the Company from purchasing any shares, or making advances of Money, or securities for Money, to any person, on the security of a share or shares in the Company.
Sixth. For the publication, as shall be directed in the said Deed, of the Assets and Liabilities of the Company, and of the amounts of Promissory Notes in circulation, and of the Coin held in the Establishments of the said Company in the Colony or elsewhere.
Seventh. For the verification of such statements, and for the furnishing of such further information as the said Governor of Hongkong may require, respecting the state and proceedings of the Banking Establishments of the Company in the Colony or elsewhere.
Eighth. For the Yearly Audit of the Accounts of the Company by Two or more Auditors, not being Directors at the time.
Ninth. For the Yearly communication of the Auditors Report, and of a Balance Sheet, and Profit and Loss Accounts to every Shareholder.
Tenth. For the appointment of Managers, or Agents, or other Officers, to perform the duties of Managers or Agents.
XI. The provisions of this Ordinance, and the provisions to be contained in the said Deed of Settlement, or in any Supplemental Deed to be made in pursuance thereof, or to be contained in any Bye-Laws to be made in pursuance of such Deeds, or any of them, shall be taken to be the existing Rules and Regulations of the Company, except so far as the same may be repugnant to the laws of the Colony, or of any Ports, Towns, Cities or places where the Company may carry on business, or to the provisions of this Ordinance. Provided nevertheless that no Bye-Law or Supplemental Deed that may be made, shall have any force or effect until the same shall have been approved of by the Governor and a certificate of such approval shall have been given under the hand of the Governor.
Issue of Notes and Bills, provisions as to.
XII. It shall be lawful for the Company to make, issue and circulate Notes or Bills payable to Bearer on demand in Coin lawfully current in the Colony and to re-issue the same: Provided that no such Notes shall be issued for any other Sums than the Sum of Five Dollars, or some multiple of such Sum, or other equivalent amount, unless the issuing of Notes of other amounts shall be sanctioned by the Governor: Provided also that nothing herein contained shall exempt the Company from the operation of any existing or future laws of the Colony or of any Port, City, Town, or Place beyond the limits of the Colony where they may with such consent as aforesaid establish Bank or Branch Banks, restricting or regulating the issue of such Notes, by Banks established therein.
XIII. The total amount of the Bills and Notes of the Company payable to Bearer on demand actually in circulation shall not at any time exceed the amount of the Capital of the Company actually paid up, and there shall always be kept by the Principal Establishment in the Colony, an amount of Coin and Bullion equal to one-third at least of the Notes and Bills of the Company for the time being in circulation.
XIV. The total amount of the Debts and Liabilities of the Company of what nature or kind soever shall not at any time exceed the aggregate amount of the then existing bona fide Assets and property of the Company, and the Sum for which its Shareholders are liable under the provisions herein contained.
XV. If at any time there shall be a Suspension of Payment of any of the Notes or Bills of the Company, it shall not be lawful for the said Company from and after the commencement, and during the continuance, of such Suspension of Payment, to make any fresh issue of Notes or Bills.
XVI. The Company shall not Discount, or in any manner Advance Money upon Bills of Exchange, Promissory Notes, or other Negotiable paper, in or upon which the name of any Director, or Officer, of the Company, shall appear as Drawer, or Acceptor, either on his individual or separate account, or jointly with any partner or partners, or otherwise than as a Director or Officer of the Company, to an amount exceeding one third of the amount of the Sum for the time being under discount, or advanced by the Company, nor shall any Director be allowed to obtain Credit on his own personal guarantee.
XVII. It shall be lawful for the Company notwithstanding the statutes of Mortmain or any other statutes or laws to the contrary, to purchase, hold, take, and enjoy to them and their successors, such Houses, Offices, Buildings, Lands and Hereditaments, subject as shall or may be thought necessary or proper for the purpose of managing, conducting, and carrying on the affairs, concerns, and business of the Company, but not for the purpose of speculation, or any other purpose than as aforesaid, and so as no such Houses, Offices, Buildings or Land shall be more than the Yearly value of Thirty Thousand Dollars at the time of acquiring the same, or of such further Yearly value as shall be sanctioned by the Governor and to sell, convey, and dispose of the said property or any portion or part thereof, when not wanted for the purposes of the said business.
XVIII. All and every person and persons, and bodies, politic and corporate who are or shall be otherwise competent, shall be and are hereby authorized and empowered to convey lands in to grant, sell alien and convey in Mortmain unto, and to the use of, the Company and their successors, any such Houses, Offices, Lands, and other Hereditaments whatsoever as aforesaid accordingly.
XIX. It shall not be lawful for the Company to make any purchase of Messuages, Lands or Hereditaments in the Colony or elsewhere, beyond the annual value of Thirty Thousand Dollars at the time of acquiring the same, or of such further annual value as shall be sanctioned by the Governor and when and as any such purchase shall be made by the Company, the Directors of the Company shall, in all cases, within Three calendar Months from the making and completing of any such purchase report the same in writing to the Governor, stating the amount of the purchase Money paid for the same and giving a description of the Lands and Hereditaments so purchased, and such other particulars relating thereto as may from time to time be required by the Governor; and in case any Hereditaments so purchased be re-sold by the Company, they shall within Fourteen Days after every such sale, give notice in writing to the Colonial Secretary of the Colony of such re-sale, and of the price obtained for the same.
XX. Except for the purposes aforesaid it shall not be lawful for the Company to invest, lay out, employ, advance, or embark any part of their Capital or Funds in the purchase of any Lands, Houses, or other real property, nor in any trading or mercantile speculation or business whatsoever (not usually considered as falling within the ordinary and legitimate purposes and operations of a Banking Establishment), but shall nevertheless be lawful for the Company to take and accept any Lands, Houses, and personal property as security for Monies owing.