DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.
Foreword.
mentioned in Section 93. Thero is no express penalty provided in that Section for noncompliance with its provisions, but, of course, if payment of interest is made out of capital without the pro- viona, sanction of the Court, the|
THE HONGKONG TELEGRAPH, SATURDAY, MARCH 30, 1912.
YUAN SHIH-KAI.
The Installation Ceremony.
carry the conviction that here is
a man who knows his own mied)
and' can carry it into effect, in
Hotels.
spite of any obstacles that my KING EDWARD HONGKONG HOTEL
Notices
HOTEL.
'A LA CARTE GRILL ROOM. Now Open.
Hongkong, 20th April, 19112
J. IL TAGGART,
· Maniger. · [25
Under Entirely New Management.
be placed in his way by any human agency." Hisappearance, This following interesting do his pose, the setting of the mas- directors who authorised its payscription of the installation of sive head-thatched with spiky The article this week, after mont would be liable to refund; Yuan Shih-kai. as President of white hair on his no less mas shortly dealing with a recent and, if true accounts wore not China appeared in the Shangboi sive shoulders, every line and decision as to the rights of kept, they would be liable to a
contour and movement, botoken auditors to have access to the penalty under Section. 77.
"National Review"-One of a forcefulness, and as his voice Company's booke, ela., points After the restriction as to allot very few favoured spectators reaches the climax of his utter in those onses only, intorest with, and the shares have been room, verging upon the dignity the faces of upon too, the dor Thoroughly Renovated. out that in certain cases, but ments of shares has been complied I stood against the wall of a large nuco it only requires a glance at his hearers note,
may be paid out of capital. allotted, it is the duty of the
P
1
Excellent Cuisine.
H. HAYNES, Manager.
Hengkong, 18th Jan..
1912
Fo
THE TAIWAN
RAILWAY HOTEL.
TAIPEH, FORMOSA
Taiwan Railway Dipt.
EXCELLENT CUISINE AND
GRAND HOTEL,
Telephone 197.
MANAGEMENT & CUISINE UNDER EUROPEAN MANAGEMENT
621
F. REICHMANN, Proprietor.
ASTOR HOUSE
(LATE CONNAUGHT HOTEL.)
QUEEN'S ROAD, HONGKONG,
*ENTRALLY situated, up-to-date Hotel, Recently renovated, and under entirely Now Management. Largo and Comfortable Rooms, Excellent Quinine under the supervision of an Experienol FRENCH CHEF; and separate Tables, Hot and Cold Baths, Electric Light throughout. Terme nodurate, Fint Claes socommodation for Families and Tourists.
For particulars and rates apply to
PROPRIETORS,
Telephona, 170
Telegrama" Aator,"
BELLE VIEW HOTEL
Shaukiwan Road.
Telophone No. 907.
(24
By kind permission of Captain Fisher: the Band Saturday next, the 80th instant, commencing at 9.30 p.m., sharp.
The right is then dealt with of directors within two months later of a ball, in the handsome modern knowledgment of his mastership. a sluroholder to transfer his to live the certificates ready for building known as the New Unconcernedly, but, with a most shares, and of directors to delivery to the allottees. It is Waiwapu, Peking, and facing an id pressive and facile dignity, he rofuse to rogister a transfor also their duty to live such cor- when empowered to do so by tificates ready for delivery to assemblage of some two hundred rerolls the sheet and motions to a delegate of the South standing the articles of association. But transfercos of shares within two odd men standing in rows three straight in front of him. Tani it is pointed out that sneh months from the registration of leop. They were variously garb-Yuna-poi advances and receives power must not be exercised any transfor. (Section 14 of the jou." arbitrarily, but bona fide and Ordinance. Section 92 of the of Chinese officialdom, ainongst Republic of China, then retires a Some wore the silken robes the scroll from the hands of the now duly chosen President of the reneonably, although the onus Act.) of proof that the directors have
Where, by the Articles of As
thom two golden-gownod Tibetan
paco or two and delivers a short acted unreasonably in such asociation, no extraordinary power arch-priests; some the khaki adress in the staccato syllables, case is on the porson to whom are given to the diretors to re-uniforms, picked out with red stabbed with gutturals, of the registration of a transfer has jeet a proposed member at their and gold of the Army; others official language. Another docu- been refused. Directors cannot discretion, an absolute right the conventional morning dross President Yuan, and then in ro- ment is handed to and read by. rofuse to rogistor a transfer on exists on
tho part of Д the ground that, after it has mombor to transfer his shares to of the Occident; and a fow the sponse to a word from an uishor, boon sent in for registration, whomsoever he pleases, and to blue and gold of the Navy. The the two gorgeously dressed arch- the transferor has become in require such transfer to be regis middle portion of the front rank posts from Tibot approach, the debted to the Company.
centrol group, each boaring in terod; and a right to registration consisted of the Delegatos Trom his hands a figuro of Buddha Under the Dieast Managemont of the of S. S. "Korea will play at the above Hotel on Jexists in favour of the transferce (Continued from last Saturday) | (Weston's edsa L. R. 4 Ch. 20 the Nanking Provisional Govern-wrapped in scarves of yellow silk. It was recently held by Evo Curley 42 Oh D, 200). But the ment habited in black, and in Bowing low they tender thesb in the case of Cuff Tandon and directors are not bound to registheir centre stood Tang Shao-yi, Rymbols of homage to the Head County Building Co., Ltd. mentor a transfer to any other than a Prime Minister of the now Central an adjutant and then invosta tho of the Sate, who passes them to tioned in the "Law Times "of the "porson"-a legal entity (in
which is included an incorporat- Government now in process of homage-givers with silken scarves 27th January, 1912, that duly fed company). Therefore they are formation, whilst on his loft stood of white and blue. Another word appointed au litors under Section not bound to rogistor a transfer Taai Yuan-pei, the special repro- is uttered and the line of Nan- 112 of the Act of 1980 (Section to a firm in the name of that firm,sentative of Provisional President king Dolegates advances and retires after, having mado and for "the firm name is a mere oxr. Sun Yat-xon. Immediately received obeisance, and then, in ranged for without any trouble to Andrews, Blisa I. MeCormack, Mrs. Mariett, Dr. O. 113 of the Ordinance), had no
pression, not a legal ontity, al- "power of resigning, nor had the dough for convenience...in his roar towered the gigantic continuous succession come the guests.
Hongkong, 168 Feb., 1012. [182 directors power to remove thom, may be used for the sake of form of General Chiang Wei-ti, various groups representative of during their year of office; and sing and being sued "(Furwell the octogenarian Muhammedau every part of the erstwhile Chi- neso Empire, Mongolian and L. J. in Salter Whiteman Commander-in-Chief of the old Masclan, mandatory injunction was grant (1910) K.B. 869). This was ed to compel the Company and held in the case of in army, into whose keeping the its directors to give to the Vagliano, de, L. (1910) W. N. safoty of the Capital was given auditors so appointed access to
187, in which
11 firm of subsequent to the mutiny of a Solicitors sought to compel re-week or so ago. Noxt to him was all the books, accounts, and
gistration of hues in their Vouchers of the Company, and to farm namo. But when, as is Ying Chang, Chief of Staff under compol the directors to give all frequently the ease, the Articles the old regime, but now a soldier- such information and explanations of Association expressly provide ly supporter of the now, Here that the directora may refuse to as might be required by such register any transfer, oither upon and there throughout the audienco) auditors. The Company bad 'sufforol a cortain·loss which the directors considered to bo dus to
the negligence of the audit rs, and they therefore decided not to allow the auditors to carry on
the audit of the Company's books On appeal, however, Iom the
judgment of Evo J. it was hold
B
particular grounds set out in the could be seen others who had Articles, or, in their discretion, taken a more or less prominent, without assigning reasons, the the registration of a transfer, if Court will not interfere to compel part in the astounding events of the past few months to which
GOOD SERVICE. RATES GYEN AND Ur.
Uniformed hote. poiter most-all- Langgg are zine and stomineri
PLUNKET'S
OAP
Muhammedan and HOTEL CRAIGIEBURN. Taoist, Confucianist and Chris- tinn, approach and bow and ro- tire in rapid though orderly suc cossion until, the inaugural core- mony completed, the "Kung Pao"-as his ad horonts still affectionately call him-is asher- ed back whence he came and thei function is at an end.
The Peak, near the Tram Termlaus,
Tob For Terion, apply to the
271
THE
MANAGER
GENERAL ELECTRIC
the directore have acted bona fide this scene tets the soal of urcom- CO. OF CHINA, LIMITED.
in rofusing registration, although plished fact, anil in due place they hare disclosed no reasons. and order. stood Mongolian And, although it is laid down that
directors must act reasonably in princes, ́ ́ Mauchu
bannermon,
exercising their discretion to re- Tibetan Lama, Southerner nod that even supposing that the fuse, to register a transfer, the Northerner and "foreignors in auditors had a statutory right of Court will assume that they the service of Ohine," hore "as- access to the books of the Com-have a acted unless proof is
MANUFACTURERS AND IMPORTERS.
HEAD OFFICE~
7, Jinkee Road,
16, Des Voeur Road,
Act of
Shanghai. Telegrams- "Genlectric."
Hongkong: Telephone 618. Telegrams-"Sparkless."
pany, it did not follow that the given to the contrary. The onus sembled to witness an Court would grant a mandatory of proving that the directors History. The stage is set, and injunction; and that the proper have acted unreasonably, and wo await the advent of tho couree to bo then purned under not bona fide, is upon the pro- chief actor.
MANUFACTURERS of Complete Electric Plant, Power Schemes
the circumstancos of the eise posed transferor, or transfered to A secretary, in immaculate and Complete Telephone Installations. was to direct a general meeting whom registration of the transfer western kit, makes a short an- to ascertain the wishes of the shareholdere.
Although, ne it has been stated,
it is unlawful for dividends or 101. interest to be paid-out-of-the
has been refused. This was so nouncement and all stand to nt- held in the cases of ex p. Pinney tention as a door on my left opens L. R. 8 Ch. 446, and In re and in strides a short burly Coulport China Co. (1895) 2 Ch figure whose overy motion de notes an invincible, energy- The power thus given to the Yuan Shih-kai, the Strong Man. capital of a Company, express directors is for the bouefit of of China. He is closely followed provision has been made by See the Company, and, however na-if not surrounded, by oflicers of tion 93 of the Ordinance (Section limited such discretion may be his staff, dressed, as he is himself, 9 of the Act) that, in certain by the Articles, it must not be in workmanlike khaki uniform
to the Fle advances to a spot some three. casos only, a. Company may have exorcise arbitrarily power to pay interest out of capi-prej dice of the sharoholders. paces to my right front and inl. This is so where shares are A refusal therefore by the inskes a profound bow to thic as issued for the purpose of raising directors to rogister a transfer to sembly, who return it as one money to defray expenses of the any person at all, whatever his man. An aide hands him a rull- construction of any works or position might be, would call for od-up paper and he proceeds to buildings or the provision of any interference by the Court (Robin- unfold and read it out loud in a plant, which cannot be made pré-80 v. Charteral Bank L. R. 1 voice and with a demeanour that fitable for a longthoned period Eq. 32). They have no right to But payment of such intereat can say "We will force a particular.
· shareholder to continuo a share- not be made (1) unless it is au- thorite by the articles or by "holder, and we will not allow special resolution, and (2) without him to transfor his shares at the previous sanction of the Court"all" (Ex P. Pinney L. R. 8 Oh.
It is also provided that the at p. 453)......
and
43
r
GRAVING
DOCK
787ft. by 88ft. by '94ft. Gin. Pomps imply Dock in
WORKS.
LONDON, WITTON, MANCHESTER, BIRMINGHAM. LARGE STOCKS held of all Electrical Supplies, Wires, Cables Fittings, Shades, Bells, Telephones, Batteries, Switchboards and Switch Apparatus, Steam Dynamo Sets, Motors, Are Lamp Carbons, Robertson Lamps and Oaram Metal Filament Lamps.
/
FULL PARTICULARS AND ESTIMATE, GIVEN ON APPLICATION..
Retail Agent in Hongkong-
WM, C. JACK & CO., LTD.
Telephone, 358.
W. GALLAGHER, Managor.
Hongkong, 27th March, 1912.
HOTEL LISTS.
Lemaitre, R. Lloyd, G. T. Mackie, D. D, Macko, Mr. B.H. Macqueen, T. M.
'Horazona Hotel.
A.
Ajesr, Mrs. E. M.
Micklo, D. M; Atkinson, E. C. Mitchelmore, K, V. Baldwin, Mr. and Mirrloor, J. B.
I.
Mr. A. M.
Bato, E. R.
Boilken, B.
Delcher, Mrs. A. Belcher, It Bellios, Mr. & Mrs.
R. E. Belilios, Mrs. E. R.
and maid Beil, O. D. J. Hollow, Miss Bellow, Miss T. f'ernis, J. Bristol, Mrs. B1. L Brownrigg, F. W. Bowack, G. Buckland, C. F. Dunt, W. U. Bumano, F. Cady, C. U. Comius, J. F. Compton, Miss N. Curtice, Miss Cox, F. B. H. Craig, W.
Crake, Capt. R. Orosman, C. 8. Cany, G. P. Davis, Hon.
Morris, J.
Mootor, L. Murdock, R.A. .Myles, R. O. Noble, Mra, Northcombe, Capt. and Mrs. F.D. Paton, Rer, and
Maitland, Mr. and
M16. D. P. Marshall, W. B.
Vollbrecht, Mr. &
Mr. E Walker, H. 8. Warren, E. J. Waterman, E. J. Walson, L.. White, Mr. & Mrs.
H. L. H. Whilmarsh, A.
Meines, Mr. & Ms. White, D,
Mm. J. T. W. Morocki, J.
Mourar, Mrs. A.
Wilard, F. O.
Willard, Mr. and
Mrs. C. K.
McCormack, Miss Wyath, J.
Q.
MoKesa, Dr. W.
birs. W. B. & Adair, H.-
2 children &
ama
Packer, Miss J. Pennyman, J. B.
W
Perry, Mrs. G. K. Perez, F. Pingree, S. A.. Potter, Miss A, N. Potior; T, B. Potts, Mr. G. H. Rondall, Miss E.
B. Bay, E. H. Raymond, E. M. Hey, Miss F H. Reynolds, J. W.
Rees, 1.0. D'Oeflingen, V. Donolide, J. A. Dorland, Mr. L. L. Drew, W. O. Gamer, E. J. W. Edwards, sirs. H. Ehrenfels, Mr. and
Mr. H, O,
Ezra, E. Fisher, H. ft.
Forrester, J.
1
Rice, N. W.
Zemmear, J.F.
Aaron Horan.
Adains, II. C.
Amalot, Mri. I,
Morgari, O. Morris, Mr.
da
Baker, Miss L. O. Moritz, K.
Barretto, Mr. B. de Morton, Mrs. Barretto, Mias M. Musso, di Oriolo
V. P. Otto, A.
Barretto, Miss M.
F. Bock, F. W. Birot, L. Bounser, A. Branson, D. P.
Brown, A. H... Buckner, H. F. Concetons, L, da Cherry, B. Clausen, Mrs. L. Denain, Dr. L. E. Delgado, F. Graphium, U. Granado, A. Hanford, G. W. Jesson, Mr. E. V.
W. Bico, T. E. P.
Bidenbaugh, Mrs.
and Miss Riley, F.B.. Ritson, F. K. Robbins, F. L. Rote, C. H. Rosenstock, Mr. &
Mio. O. W. Rosh, F. G. Raxion, W. V. Joseph, I.
C.
Br, Miss
Floris, A. G. Franz, O. Frankl, Mrs. Faller, Donman Fallor, Sir B. Gaubert, R. George, Mr. & Mr.
F.J.
George, Mina Giles, Mr. and Mr.
A. B.
[59
14, DES VOEUX ROAD.
SHIPBUILDERS, SALVORS, AND REPAIRERS, BOILMAKERS, FORGEMASTERS, BRASS AND IRON FOUNDERS, JONSTRUC TIONAL, ELECTRICAL AND MECIJANICAL ENGINEERS.
Modern Appliances for quick construction and repair of Ships- Engines, Boilers, Railway Rolling Stock, Bridgos, and all Classes of Engineering, Iron and Wood Work Electri cal Drives, Hydraulic & Pneuinatio Tools, installed
throughout the Works.
60-ton Hydraulic TESTING MACHINE for Chains, Wire Ropes, Rivets and Metal Specimens.
TAIKOO
DOCKYARD & ENGINEERING CO.
OF HONOKONG, LIMITED.
TAIKOO DOCKYARD, HONGKONG
Telographic Address :---
TAIKOO DOCK
28-4 hotte.
Court may order an enquiry and Where, ne is usually the case, report to be made before giving the Articles give the directors a such sanction, direot discretion to refuse to register trausfer of shares by security to be given for the costs
if he is of the enquiry. Further, that a shareholder, suoli intoreat shall not exceed indebted to the Company, the per cent, and shall not extend time at which it is to be ascertain- beyond the half your next after ed whether or not there is such the completion of the work for an indebtedness is the time which the capital is required; it when the transfer is sent in for shall not operate as a reduction registration. So where a transfer of the amount paid up in respect was sent in for registration at of the shares in respect of which the time when a call was im- it is paid, and the Company's minent, but had not been made, accounts shall show such capital it was held that the directors and the payment of interest were not entitled, before consider
ing the proposed transfer, to thereon.
Therefore under no croum-resolve to make a call, and then stances oan interest be paid out of to refuse to register the transfer · MAHAGELE AND AGENTS : capital without the previous because auol call had not been
THREE PATENT BLIPWAYS taking vessels up to 8,000 tons displacement, providing conditions for palating ships with most eclent result
,,,,,,
1^0-Tox ELECTRIC CRANE ON QUAT ELECTRIC OVERHEAD CRANES THROVOKOUT THE Suoi Banding us to 10 oxa. Hetimates giran for Docking, Rep is to Hal and Machios y, Constructional Work,
notion of the Ocurt, and paid (I ry Cawly-42 Ob/D BUTTERFIELD & SWIRE.
pain reques
ich manotion can only be (209) Ada A
obtained in the particular onses (To be continued.)~:
HONGKONG, CHINA,
Bargent, Mr. and
Mr. P. E, Boholtz, Mrs. and
⚫ chill Sizer, T. Suith, Men K.
F.
Schwolke, W, Schw.2, M. 8 gmour, Comdr.
Q.
Slingsby, A. Slocum, Mis A.
D.
Goulbourn, V. Gould, Mr. & Mr.J, Slocum, Mira L.
Saib. E. E. Grimshaw R. J. Hale, Mr. & Mrs. Smith, P.
B.A.
Smith, V. T. Hall, Capt. T. P. Emith, Mr. & Mr..
J. W. Hathaway; Mr. and
Mr. Ŏ. P. Smith, Mits A. Heras, O. D. Ln Slomon, A. H Heber, It. O., Spaidlug, Dr. anc Mm. A. D. & loft. Hermanne, T., Spittles, J;
Blanford, Mr. and P
Mis, W. E. O. SunW. 1. Hewett, Hon. E. A, Fawa'i, Mru; E. A. Stopford, Lt. R. Hocking, Miss Square, Mina W
Bilder, Lui Hough, D. S.
Min. C. K. Howard, Miss H.; Howard, Miss Biration, Mr and Howard, Mica M¡ ̧
Mis. G.. W. Howard, M. 6.
Butherland, P, D. Howard, Mr. ad Taylor, Mr & M§ rá,
E.. Mr. E. Heriado, E. L. Innes, Capt. R. Jackson, C Joseph, M. A Joseph, HM. Kely, 9.E Hsapp. W. B.
Lees
| Lapiequs, P.. A.
Lugebil, V.. Muddam, O. E. "MeyerMm. 1. Mille, Miss Mirylow, O. M.
Pinion, J. R.
Pegram, Mr.
Mra, Rebeni, H. W. Rise, H. C.
Robinson, Miss L Rogers, C, E,
Rumford, Mrs. H
E.
Schlanger, J. H Sibini, Dr. & Mr.
Q.
Bilya, Mr. & Mrs.
F.de Giles, Mm. C. de Starck, T.
~ Taylor ·
Westropp, G.
0. Wiles, C. F. Zara, P.
GRAND HOTEL.
Bartlett, Mr. & Mre, Kayi, Dr. B. ¦
sed family
Bater Bollinger
Kinghorn, Mand'
Mrs. J. B Lenfeaty, F
Blano, Mr. & Mrs. Leotard, Mr. and?
Mi
I
Bruhn, F.
Chab Chi-lan Chaner, G. A. Connolly, R. B.'
Lýðstón, Mr. and
McClintock McCormack, G.
Crow, Mr. & Mrs. Méhia, B. K.
A. B..
ma/Myall"
Blógars, A. 1.1.0.1.
Evans, Mr. & Mr. Toad, E. B,
G. H... England, George Grezory, M. Grifin, Partea Hamilton, Mr. and Taylor, B,
Horbacz, J.
Bong Jong Buoydon, J.
Ternan, J
Tholi Parfu
Howie, D.D., Ber. Tyler, B. Mi
Young, Miss
Robt. & Mrs, Hilyard, Ror,
Adams, Mr. & Mr. Hassloot, Ident
& 2 children Astong; Idout, "and · Jóhi
Thacher, Mis. W.│Mm.
F.
Bentley Thomas, It Uphim, Hrivaóð)
Uyemurs, H. Vonous Men MA
Vennois, Mr. and
Varmel, 0.3