3
DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.
THE HONGKONG TELEGRAPH SATURDAY MARCH 16 -1912"
ing out such words, and "no" "ron- doring the Soction, wholly in- applicable to any Company in- corporated prior to 1012.
So long as the directors of a (Continued from last Saturday.) Company dot within the powers conferred upon them by the Articles of Association, and are Foreword. The article published this week not grossly negligent in what they deals first with the necessity, do or omit to do, they incur no before now company com personal bility. They are the monces business, for performing trusted agents of the Company certain conditions, and obtain for the pose of doing wlistever apur to them to be ing the. Registrar's certificate may entitling business to be com- necessary or advisable for the menced. A director who dis- furtheranco of the objects of the rogards the provision to this Company. They are ut liberty, effect in the new ordinance will for instance, to spend money of be liable to a heavy penalty.
the Company, within reasonable The latter portion of this week's limits, in rewarding the employes Article relates to the giving of the Company for their services, of gratuities to servants of a sauinducement for equally good, company. This can only be or better, services in the future. done if it is reasonably neces provided it is a matter which is "It is for the director to judge. sary or advisable for "promot ing the public intarests of the company, and the gratuity can- not be a substantial one unless the giving of substantial tuities is expressly authorisa by the Articles of Association,
gra-
reasonably incidental to the carrying on of the business "of a Company, and a Company which always trontod its om- ployes with Draconion severity, "and never allowol thom a single "inch more than the strict letter
As the law existed in Hongkong!" of the bond, would scan find prior to 1912 (and in England" itself deserted-at all events prior to the Act of 1900) a Conr
pany could commence business
unless labour was very much "more easy to obtain in the market than it after is. The law 'immediately after its incorpora-doas not any that there are to be tion. Now, however, by Section no cakes and nlo, but there are 89 of the Ordinance, a Company to be no cakes and ale except such is prohibited from commencing are required for the bonchit of the company" (Bowen L. J. in business, or exercising any bor rowing powers, unless (u) shares held subject to the payment of the whole amount thereof in cashod to do so, by the Articles of
Entertainments
THEATRE
ROYAL
CITY HALL.
THE HONGKONG MATEU DRAMATIC CLUB PRESENT
GILBERT & SULLIVAN'S COMIC" "OPERA
THE GONDOLIERS
PRICES.
THURSDAY FRIDAY, SATURDAY, MONDAY,
ON
TUESDAY.
WEDNESDAY,
AT 9 P.M.
Notices
Hotels
KING EDWARD HONGKONG HOTEL
LA CARTE GRILL ROOM.
Now Open
HOTEL.
Hongkong, 20th April, 1011,
Under Entirely Now Management.
J. H. FAGGART,
Manager. [28.
GRAND HOTEL,
[Telephons 197, 31 de
F. REICHMANN, Proprietor.
21st March
22nd
Thoroughly Renovated.
Excellent Cuisine.
MANAGEMENT & CUISINE UNDER EUROPEAN MANAGEMEN1"
[62] ..
23rd
25th
20th
27th
$3, $2, $1. Sailors, and Soldiers in uniform
half price to $2 and $1 Scats.
Booking at the ROBINSON PIANO CO. Opens on Thursday,
14th March, nt 10a.m.
Honkgong, 6th March, 1012.
**[215
VICTORIA: THEATRE.
TO-NIGHT! TO-NIGHT!! THE HUGHES MUSICAL COMEDY CO. Will present FIDDLE DEE DEE
A SIDE SPLITTER.......
Hutton E. West Cork Ry. Co. 23 THE TEXAS TOMMY DANCE
Ch. 1), at p. 073). -
But, unless oxpressly authoris THE RAGE OF TWO CONTINENTS Association, neithor are tho will be produced during this
performance by
have been allotted to an amount directors, or is the Company hot less in the whole than the without the, assent of evory
PHILLIPP & MR. LEONARD:
MATINEE SATURDAY and SUNDAY.
BOOKING AT MOUTRIE'S. Arrangements have been made for Inta Peak Team. BOOK EARLY TO AVOID INCONVENIENCE. Ilongkong, 15th March, 1012.
minimum subscription; and (b) individual member, entitled to MISS every director has paid for his give, or to vole, substantial whiatorer gratuities to a retiring officer, or qualification shares
employe, of the Company, if it amount he was liable to pay cannot be said that, by so doing, therefor, in cash; and (c) there the interests of the Company hos boon filed with the Registrar might be promoted, Where, statutory declaration that the however, it is shown to have boon aforesaid conditions have been the usual custom, as in the case of Banks, to reward a rotiring complied with; and (d) anless, manager, or other official in the nó prospectus having been issued, employ of the Company, for long thore has been filed a statement and faithful services in the past, in lion of a prospectus. When by giving him a pension, or other
THE
: [213
GENERAL ELECTRIC
theso conditions have been comi-gratuity, such a grant may well CO. OF CHINA, LIMITED.
bo considered to be for the benefit
MANUFACTURERS AND IMPORTERS.
HEAD OFFICE- 7, Jinkoo Road,
plied with tho Registrar is re- of the Company in that it would quired to issue a certificato on be likely to have the effect of tilling the Company to commones holding out un inducement to : business, but until this is ob-faithful service on the part of the tained no business can be done continuing, or futuro, employes (sen Henderson e, Bank of Aus- by the Company.
tralasia 30 Ch. D. 170, Cyclista Club e. Hopkinson The same Beotion provides that Touring if a Company commences husi-|(1910) 3 Ch. 170). The test as пова, or exercises borrowing to whether or not a substantial powers, in contravention of the gratuity eu ba given to a re. Section, overy person who is retiring servant, is, ae Bowon L. J. sponsible for the contravention laid down in the case cited of and Complete Telephone Installations. tosshall be liable to a fine of $500 Huttum v. West Cork Railway Co.,
B1
powers,
Shanghai. Telegrame- Genlectric."
16, Des Voeux Road, Hongkong. Telephone 518, Telegrams Sparkless.".
MANUFACTURERS of Complete Electric Plant, Power Schemes
WORKS.
LONDON, WITTON, MANCHESTER, BIRMINGHAM. LARGE STOCKS held of all Electrical Supplies; Wires, Cables
FULL PARTICULARS AND ESTIMATES GIVEN ON APPLICATION.
Retail Agent in Hongkong-
い
H. HAYNES, Manager,
Hongkong, 18th Jan.. 1918.
[95
THE TAIWAN RAILWAY HOTEL.
TAIPEH, FORMOSA ·
Under the Direct Manngeinont of the Taiwan Railway Dept.
EXCELLENT CUISINE AYD GOOD SERVICE. RATES
GYEN AND Ur.
Uniformed hole. porter mosté all trains and stoainers. Luggage ar ranged for without any trouble to guests,
Hongkong, 1st Feb., 1912. [182
HOTEL CRAIGIEBURN. PLUNKET'S GAP, The Peak,
27]
near the Tram Terminas. Tel. 56.
For Terms, apply to the
MANAGER.
PEAK TRAMWAYS 00.
LIMITED.
TIME TABLE.
Wank Days.
ASTOR HOUSE
(LATE CONNAUGHT HOTEL.)
QUEEN'S ROAD, HONGKONG. CENTRALLY sitasted, up-to-date Hotel, Recently renovated, and under Cuisine under the supervision of an Experiencel FRENCH CHEF, and -opamte Tablon, Hot and Cold Baths, Electile Light throughout. Term N moderate, First Class accommodation for Families and Totileta.
For particulars and rates apply to
entirely Now Management. Large and Comfortable Rooms, Excellent
PROPRIETORS.
Telephone, 170
Telogenma “Astor.” -kon
AT
OPEN AIR SKATING RINK. BELLE VIEW HOTEL
Telephono No. 907,
SESSIONS. 10 A.M. to 12 Noon.
2 P.M. to 4 P.M. Admission 25 cents.
6. P.M. to 8 P.M.
9 PM to 11 P.M. Admission 50 cents.
[24
Biting Band will play at the abore Hotal every Sunday commending from p.m. to 10 p.m.
Hongkong, 4th March, 1912.
HOTEL LISTS.
Horaxoxo HOTEL. Andrews, Miss I., Kruseman, A. Baldwin, Mr. and Kohn, Capt. C. G.
Mrs. A. M.
Bale, D. R.
Beckingeals, L.
Beilkon, B. Belilios, Mr. & Mrs.
R. E.
7.00 a.m. to 8.00 a.m. Every 10 min. Belilios, Mrs, L. R.
11.80 s.m. to 12.45 p.m. - u
12.45 p.m. i) 1.15 p.m. 15 10 min. Berale, J
Lafren, J. P. Locordior Lemaitre, R. Lloyd, G, T. Mackie, D. D.` Macke, Mrs. B. H. Maitland, Mr. and
Marriott, Dr. O,
Marchill, W. B.
8.00 .m. to 10,00 n.m. 10.00 .m. to 11.00 .m. "
*
10 mid 15 min. 15 min.
and majd Bøll, C. D. J.. Bernardo, Mrs.
Mre, D. P. Makin, H. R.
15 mio.
Blackett, Mr.
하
10 min.
Mrs. W. L.
16 min
Boweck, G.
Burtt, W. II.
1.15 p.m. t 1.45 p.m.
1.45 p.m. t: 2.15 p.m. in
2.15 p.m. to 5.00 p.m.
5.00 p.m. to 8.10 p.m. 10 min.
1
NIGHT CARS.
11
8.45 p.10. sad 9 p.m., 9.45 p.m. to 11.80 p.m. every 15 minutes. SUNDAYS,
7.80 a.m.
8.00 am, to 10.80 a.m, every 15 min. 10.30 a.m. to 11.00a.m. 11.46 a.m. to 12.00 noon
W. GALLAGHER, Manager.
[28
Bressler, B. Buzlon, W. D. Feinstein, J. Frankel, H. Granado, A.
Gross, J. L
Musso, di Oriolo
V. P.
Pourla, Mius M: Philps, Miss
Rico, H. O.
Robert, Miss R.
Hammitt, Mrs. O, Rodgers, Miss B.
K.
Rosenthal, F.
|Hughes, Mr. and Huoda, Campos A.
Mrs. Jesin, Mr. E. V. Joseph, I. Jones, Maj. J. O. Kearns, E. J. King, Mrs.
Lambert, L. Lloyd, Mmo,
and Matieghu, Maj. L. Lorimer, E. B. Meins, Mr. & Mr. | Lugebil. V.
Bumsan, F. Bridges, H. Bronne, Mr. and
Mrs. A. Caspoater, Miss. E,
Coolrans, Miss M. Coppo, M.
B.
4
Mrs. J. T. Wr. Major, Mr. & Mrs.
A. G.
Mereoki, J. Mokoan, Dr. W
Miller, Mr. and
Mrs. H. R. Mills, Mr. & Mrs.
J. Mitchumore, B. V. Nogrier, Gon. Sir F., K.U.0.4.0, Neilsen, O, K. Northoomi o, Capt.
and Mrs. F.D. Odom, F. S.
"
#
10 min. 16 min.
rentzfeldt, Dr.
12.00 noon to 1.00 p.m.
+
1.00 p.m. to 8.00 p.m.
10 mla. 15 min
Cronob, G.
5.00 p.m. to 6.00 pm.
10 min.
Davies, Hon. W.
Roes, K.,
6.00 pm to 7.00 pm.
16 min. O'Ouitingen, V.
Ray, L. H.
1
Raymond, E. M.
Reay, Miss F.
7.00 p.m. to -8.10.p.m.
| 10 min. | Drow, W. 0:
NIGHT CARS ar on Week Days, Samen, E. J. W.
SATURDAYS.
- Extra Cary at 11.45 p.m.
SPECIAL CARS. Arrangement at the Company's Offor, Alexandra Buildings,
Des Voeux Road..
General Managers,
· Hongkong, 3rd Nov., 1911...
Just received, a fresh consignment of PAUL CLOUET CHAMPAGNE, Extra Dry
al $24.00 per case of 2 doz. pts.
FRENCH STORE,
Ehrenfels, Mr. and Rhodan, A. K.
Schmitt
Sherlock, Miss
Smith, A. E. Smith, W. A. Stanhope, Mr. and
Mrs. PA. Taylor Thompson, J. A, Thornton, Ga. Tins, Miss
Woodback, dāra,
V.
Young, L. M.
KING EDWARD HOTEL, Adair, T. Alexander, Mr. and Mr. and child Aoki, T.
Lauritsen M &
Mr. O
Aron, F. A.
Leiria, Consul an
Mrs.
Light, G. J.
Arenal, Mr. and Manhoff, C. N.
Mrs. Barrett, Mr. and
Mm. W. O.
Bakes, Mr. & Mrs,
Masser, Mise
Maah, J. 8.
MoHugh, Mr. and
Mrs. Mody, J. H. N.
McCormack, J Nobbs, A. K.
Bonde, Madame D. Page, E----
R.
Bolilios, Dr.
Mm. I, 0. Ritson, F. K.
Smith, Mr. & Mrs. Fielding, H. N.
K. F. Visher, H. G. Florin, A. G.
Rodyk, Mrs. F'. Fontana, Count & Rose, C. H.
Countess de Schwolke, W.
Bell, Mrs.
Cowen, Mrs.
Croft, Hold
Darby, A. J..
J. A.
da
Forrester, J. Freeman, J. H. Faller, Denmar Gaubert, B. George, Mr. & Mrs.
F. J. Grosge, Miss
"what is reasonably incidental for ovory day the contravention continues. Inasmuch as the busi- to, and within the reasonable scope of carrying on, the business ness of a Company is in the hands of its directors, they are "of the Company.". Unless it is the persons who would, in the clearly so reasonable for the pur- ordinary course of events, be re-pose of promoting the future in-
onsible for its commoncing busi-terests of the Company it would Fittings, Shades, Bells, Telephones, Batteries, Switchboards and ness, or oxercising borrowing be ultra rites of the director of Switch Apparatus, Steam Dynamo Sets, Motors, Arc Latip Carbons JOHN D. HUMPHREYS & SON, Fontana, Miss. F. Riddell. W. B.
of the majority of shareholders, If, before a Company becomes to vote a gratuity to a retiring Robertson Lamps and Osram Metal Filament Lamps, entitled to commence business, one employo; although as said by of its directors enters into a busi-Bowen L. J. in the caso cited: "I "am by no means prepared ness contract, ostensibly on behalf
directors "to say that the Company, that contract in not binding upon, and cannot ba might not, and that a Company enforced against the Company un-ight not, when a meritorious servant is leaving their servico, less and until it is duly authorised
prosent him with a £5. note. I to commence business (Section should be very sorry to decide 89 3.3. (3): Jonkin's claim (1900) anything of the kind, but I say 2 Oh. 300). But in such
"that there must be a limit, and the director would be personally the limit is what is necessary
able to the other party to contract, and, in addition, would be liable to a penalty for con- travening the provisions of Section The list words in Subsection 6, for the word “ or- Section dinance, which are copied from the correponding Section in the Home fet, have evidently been insertel by mistake, inaumacha as
case!
K
+1
the reasonable management of the affairs of the Company. Where a Company has coased to do business, and is in course of boing wound up, there cannot exist any reason whatever for the granting of gratuities to its sorvants,
nd any resolution of the Con pouy to make such a was hold in 1003 in the case) grant would be ultra viros. This is impossible to prohibit any of Strood v. Royal Aquarium, etc., Company from commencing bu-
Ga88, the proper of the Company insas which lawfully commenced Society 80 L. T. 43, in which prior to 1912, and is still carry having been fold for a farge price, a resolution was passed by ng it on; and manifestly incor- set to declare not binding a con- the Company to distribute, out tract validly entered into by any of the purchase money, the sum daly registered Company before of £7,800 nmonget to officers the commencement of the Ordin- and servants of the Company as Anoo. The words in question in
WM, C. JACK & CO., LTD.
Telephone, 358.
14, DES VEUX ROAD, ·
GRAVING DOCK
787, by 88ft. by 84ft. 6 in. Pops empty Dock in 98-4 hours.
[50 78]
L. Gameau,
6 Queen's Road Central:
SHIPBUILDERS, SALVORS, AND REPAIRERS, BOILMAKERS, FORGEMASTERS, BRASS AND IRON FOUNDERS, CONSTRUC TIONAL, ELECTRICAL AND MECHANICAL ENGINEERS.
Modern Appliances for quick construction and repair of Ships Engines, Boilers, Railway Rolling Stook, Bridges, and all Classes of Engineering, Iron and Wood Work Electri- oal Drives, Hydraulic & Pneumatic Tools, installed
throughout the Works,
50-ton Hydraulic TESTING MACHINE for Chains, Wire Ropes, Rivets
and Metal Specimens.
TAIKOO DOCKYARD & ENGINEERING CO. TAIKOO DOCKYARD, HONGKONG Trophic Addres OF HONGKONG, LIMITED.
THREE PATENT SLIPWAYS taking vessels up to 3,900 Lins displacement, providing sonditions for painting ships with most efficient resalt 19-Tom ELECTRIC ORANE ON QUAY—
ELECTRIC OVERHEAD CRANES Tunovonour
the Act of 1908 have reference an extra remuneration for thoir Tux Snore Ranging up to 100 Tox.
was held to be invalid, and an Companies incorporated Past services. Such resolution After the Act of 1900, which con- injungtion was granted restrain.
ned limiler provisions restriot-
ommencement of bus in into effet, ford from carrying were ordered to pay the costs of ich Act was never it effect, and the directors Hongkong. It is obable that the Orhe he'amanded bystriks
the action.
(To be continued)
་་
Estimates given for Docking, Reptia to Hall and Machine y," Constructional Work. MANAGE AND ASKING
BUTTERFIELD & SWIRE,
HONGKONG, CHINA,
DOCK"
Young* Slingsby, A. Baib, E. E. Solomon, H. H. Spalding, Dr. and Mm. A. D. & loft. Spittles, J. Stanfeld, L. Giles, Mr. and Mrs. Stanio, W. E.O.
A. B.
Bquire, Miss W. Goulbourn, V. Briner, Lt. and
M. O. E. Gould, Mr. & Mix,J, Grimshaw B. J. Stel, Min S B.
Steel, Mrs. W. W. Haes, David,
G. Bals, Mr. & Mrs.
B. A
Stratton, Mr. and
Mrs. G. W. Capt. T. P. Helmendali; Mr. Taylor, J. H. ' Heebner, Miss J.C. Sutherland, P. D.
·J. F..
Texta, G. B. Henderson, C. A. Thibault, L. II. · Hermann, T. M. Uyemura, K.
Vermeij, G. Hewett, Hon. E A. Valbreht, Mr. &
Mr. E.
'P.
0.1.0.
Howelt, m. E. A. Warren, E. J. Hobbs, W. M."
Hough, Dr. B. Huitado, E. L. Innes, Capt. R. Jackson, O. Joraph, M. A. Josh, R. M. Knapp, W. B. Klimanek, P.
Adair, II.
+
Waistman, E. J. Waison, L. Wilford, P. O. White, Mr. & Mr.
H. L, H. Whitmarsh A.
White, D. Wilford, F. O.
ASTOR HOVER.
Adama, H. C.; Allix, R.. Armstrong, D. O, Baker, F. D.
7
Habr, Miss Y Maitines, I. Meyer Mrs. B. Margari, 0. Morriss, Mrs.
Baker, Mim L. Osa del Beck, F. W
Belcourt, W. F. Blot, L
Moritz, K Morton, Mrs. Margs, B.
Dabble, Mr. & Mrs.
Edmunds, A. W.
Edwards, F. F
Passmore, Capt. &
**** Mrs."
Peal, C. A.
Perey, O. A Fugner, B.
Preabergan, H. Ramsay, Mrs, R.
Elerhardt, Capt. W. Bess, L. C, Ehrbarit, Mrs, and Rohr, Miss FM.
child
Elvines, O. A.
Ellis, R. H.
Harper, A. Harrison
Helms, F. Johnson, Mis Jones, Owen
Rowoldt, B.
Royall, Mrs. D, C,
and son,
Skene, Mr. Borby, V. Spurge, H. 8.
Stewart, Capt and By Mrs.
Kemp, Capt. and Tranger, M. L.
Mrs. W. J.
*M
Kennedy, Miss J. Tretye, Miss Kesion, A. C. ・・ Watkins, H. Kraft, Mr. & Mr. Waldron, J.
W. D. Lennot, J.
Aubrey, IL.
Ashamer, I
Bali, T. M. Bates, F. L. Ballinger, 8.
Welio, Mir Young, J. B.
GRAND HOTEL'i»,
Besson, Mlia, G. Bier, H. Braten, F. Clark, Mr.
Connolly Corde, Capt.
Jamon, B. Keys, Dr. F. Kinghom, Mr. and Min, J. B.. Legge, Capt. Lenfesty, F. P. Leser, O. R. McCormick, G.
Moller, Ja Myall, A. F. **NisE, W. Molana
Orow, Mr. & Mrs. Older, K.
AB:
Picknell, J.
Evan Mr. & Mrs Fond, E. H
England, G.
Prinion, A. N. Baddatang
Fingert, Hm, child Ridger, A. L.
Rheinhardt and surse
Freneb, Mr. & Mr Splak, Capt
Gando, O. Na
Oriffin, Peyton,
| Horbson, J.
Hardy, W
Inglestiu, F. G. - - Vargat, 7