DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS,
Foreword.
by the
་་
עין נזן
**
THE HONGKONG TELEGRAPH, SATURDAY, APRIL 13, 1912.
DEATH OF FORMER HONGKONG RESIDENT.
Hotels.
and energising vitality, if they HONGKONG HOTEL
621
A LA CARTE GRILL ROOM. Nów Open
Hongkong, 20th April, 1911...
J., H. TAGGART,
Manager. [15
GRAND HOTEL,
Telephone 197.
F. REICHMANN, Proprietar.
ASTOR HOUSE
(LATE CÓNNAaught hotel.)
For particulars and rates apply to
Telephone, 1,70
Telegrama * Antor."
PROPRIETORS
OPEN AIR SKATING RINK BELLE VIEW HOTEL
at
Telophone No. 907. Sessions: 10 AM to 12 Noos, 2 r. to 4.x. Admission 25 cents. 5 PM to B P.M. P. to 11 r.. Admission 50 cents. String Band will play at the above Hotel every Sunday, commencing from.
W. GALLAGHER, Manager.
t.
KING EDWARD HOTEL.
possibly may conflict with the in- transacted at a meeting of a Come
condition, can all recover their terests of those whom he is bound pany, there must be three, or in
old sense of buoyancy," their by fiduciary duty to protect; some instances five, but this should he do so, such engage numbor is sufficient.
old feeling of vigorous health ments may afterwards bo affirm- The repealed Ordinances of The "Straits Times" of the 3rd will give hood to one of the ed or adopted by the Company, 1805, by Section 92 (Section 1 instant says:Wo have boon in-strongest lessons being taught in if not illegal, or if not fraudulent of the Act of 1802) provided that, formed by Mr. Adis, of Mosers, the world of science to-day. This or oppressive towards the minoris at a meeting convoned for the pur-
is to use Sanatogen, which overy. The following article is a con- ty. If therefore they may be poso of considering a posid) Adia-and Ezekiel, share brokers, doctor new recognises as the tinuation of the one published only rated, they may resolution, a declaration of the Singapore, that a wire has been greatest revitaliser of the body by proviously consented to; and, ahairman that the resolution had received by the local agents of in general and of the brain and last wook,, dealing with the moreover, every ahareholder, as boon curried should be deemed subject of the mestings of a such, has a perfect right to vote conclusive "unloss a poll was the P. and 0 Company, to the nerves in particular, while its Company. The principal point upon any question with which demanded by at least five mom-effect tunt Mr. I. S. Clarke, who extraordinarily great, so that it MANAGEMENT & CUISINE UNDER EUROPEAN MANAGEMENT
power of improving the blood is now dealt with is the position to deal, whatever is jorsonal in-onact, as does the new Ordiu lied on shore at Port Said, yes-wide circle of symptoms.
the Company is legally competent bers." But it did not expressly was i passenger on this . Nile, has a high degree of utility in a of the chairman' at such meat-terest therein may be. (N. Wange, that five members should ings. His duties are to see Transportation Co. v. Beatty 12A. have a right to demand a poll, terday. Much sympathy will be It must not, however, be sup- that the proceedings a o con-
U. 589.)
It is possible, however, that this felt for Mr. F. S. Clarke in his like a "cure-all." It is not. It posed that Sanatogen is anything ducted in a proper manner and ly provided by the Articles of red, and that such a right existed
Unlose it is otherwiso-oxpress might have properly been infer suiden bereavement. It is all the is, however, worth drawing at that the sense of the meeting Association the voles of sharonowithstanding contrary provi- moro sad because Mr. Clarke had tention to the fact that the body
QUEEN'S ROAD, HONGKONG. is prop ly nacertained with holders at a general meeting must sions in the Artioles. It was never made arrangements to go home to is not divided into a number of regard to any question submit. be taken by a show of hands, un-thelens held in the caso of R. & join his wife about the end wero, each of which has little or
separate compartments, as it CEN
*ENTRALLY situsted, up-to-date, Hotel, Recently renovated, and under less a poll is demanded, and there- Government Stock Co 3 Q. B. D. of the year. Out of respect no relation to the others, as so Caldine under the supervision of an Experience1 FRENCH CHEF, and entiraly Now Management. Lange and Comfortable Rooms, Excellent ted for consideration. He can- upon the person present is only 442 that, whore the Articles of the oflices of Messrs. Adis and many people seem to inngino separate Tabios, Hot and Cold Bathe, Blestie Light throughout Terms not declare a motion carriod if "counted once howevor numerous Association provided that a poll Ezekiel, with whom Mr. Clarks On the contrary, overy system of moderats, First Claas sccommodation for Families Bad Tourists, it is made obvious to him that bo the persons whom ho re- should be taken "if demanded by is engaged, were closed for the the body depends in some way it is not approved of
prosents" (Ernest v. Lama Gold "shareholders qualified to vote afternoon. Mrs. Clarke had not on every other system for ita Mince (1807) 1 Ch 1). It is and holding in the aggregate boon in the bost of health for healthy activity. It is because majority. A poll may now be ease of one man one vote with 2,000 shares," a shareholder who demanded by any five mem-out regard to the number of only held in hisown right 20shares, some time, but previous to her Sunatogen acts directly on the bors present at a meeting, not-sharon hold by each. By Section but held proxies for more than departure for Home she had im- nerves and the blood, and in- withstanding restrictions in the Ordinance (Section 00 of the Act demand a poll, because he did
7) (3) of the new Companies 2,000, was not alone entitled to but the sea voyage would enable has so wide an application in the proved greatly, and it was thought greases the body's nutrition, that articles of association. It is of 1906) it is expressly provided not himself hold the qualification her to regain the old country in cure of various disorders and not necessary that a resolution that, at any meeting at which an required by the Articles. To friends in Singapore and also in
the best of health. Her many diseases. should be proposed and second-extraordinary or a special resolu- inference from this is that, while Hongkong, whore she was very health from which Sanatogen wayp.m. to 10 p.m.
Among the conditions of ill ed before it is voted upon.
tion is submitted, a declaration the Articles overrode the common woll known, will learn with re be confidently expected to restore of the chairman that the resolution law right of anyone to demand a lis carried shall, unless a poll is poll, it would have been held that get the news of her sudden the sufferer, are those affecting (Continued from last Saturday.) demanded, be conclusive evidence they must also be looked at to
enth.
tho nerves, like nervous dobility of the fact without proof of the ascertain whether those demand-
Mr. Clarke left Hongkong and breakdown; brain fag, with It is almost invariably provid-recorded in favour of or against Bo; and therefore that if, in the Bank, The deceased lady waw sub and anemia, with its attendant number or proportion of the voles ing a poll were qualified to do accommantt in the International nervous exhaustion; dyspepsia, about two years ago. He was loss of memory and sleeplessness; ed by the Articles of Association the roulution. A declaration of case cited, five shareholders known to many in Hongkong as symptoms of languor; shortness of a Company (as it is by Table the chairman to this effect is holding only 1,500 shares in the Miss Cicary and was for some time of breath; palpitation, etc., and A that the Chairman of thevertheless not conclusive if it aggregate, had demanded a poll prior to her marringo a nurse at all conditions in which there is board of directora shull preside say, "if the chairman makes afisentitled to make such demand. is obviously erroneous-ilmt is to they would have been held
the Victoria Hospital.
wasting or loss of weight. at every general mooting of the "declaration, and in it actually it is submitted that this could
Moreover, in all those varied Company. As Lord Selborno giveslio number of votes for and not be held under the law now It may be said to be the in! conditions in which a tonic I O. said in the enee uited of bound to recognise," and then tain sivilar provisions to those meetings for a motion to be both ways been confidently, recom-
against the realitions, which he sxisting, where the Articles con- variable practice at general is indicated, Sanatogen has al- EXCELLENT CUISINE In re Zoolone Co. " the chairman declaros the resolution carried in the caso citod. "who presiden nt the meetings"although the numbers stated by
proposed and and seconded be monded by doctors all over the "and has to receive the poll and him, show that" the required tion of Section 70 runs as the Chairman. It has, however eation of health, strength and ranged for without any trouble to
The latter part of the Subsecre it is put to the meeting by world, for they know that
it never fails to restore the son treins Bid sleamori majority has not been obtained." follows:-"Unless the Articles of been hold that, although this is "declare its results, lias, prima (Buckley J. in Caratal (New){" the Company require a demand the usual course, "if the Chair well-being to its highost pos-guesta. "focie authority to decide all Wines, Ltd. (1902) 2 Ch. 198)" by such number of such per-man put the question without omorgant questions which necer The intention of the Legislature sous, not in any case exceedings having been either proposed sarily requiro decision at the in framing this Sub-section was five, as may be specified in the "or seconded that would be por-Times states:There is no 'time." He cannot, however, for the lonelit of the Company Articles," On this a contention" fectly good" (Jessel M. R. in doubt whatever that the nutrition
-to releve it and its officora neither
can the directors as from the necessity for going may be raised that, where the Harburg Bridge Co., 11 Ch. D. at of patients taking Sanatogen im- body, postpono any meeting to the trouble and
Articles so provide, a poll may p. 118).
proves wonderfully," The Geno- expen be demanded only by "such per-
ral Practitioner states:-"It is, which has been properly conven- of an investigation at the instance sous as may be specified in the The death has occurred of Mr. probably in cases of weakening CO. OF CHINA, LIMITED. ed (Smith v. Faringa Mines, and also for the benefit of others sons holding between thom a landlord of the Robin Hood Ryslom, accompanied by various of a few opposing shareholders: Articles"-that is to say, per-John Chilton, agad uearly eighty, or exhaustion of the nervous (1900) 2 Oh. 193) unless it is affected by a resolution declared certain number of shares. But Hotel, Epping Forest, for nearly forms of mental and bodily in- specifically provided by the to bo cario, who might be pre- it is submitted that the words half a century. About thirty efficiency that Sanatogen proves Articles of Association that the judiced by it being subsequently such persons" refer to the years ago he championed the lop-most useful. Rest, an out-door directors shall have power, in
found, upon investigation, that the declaration, though mido
persons mentioned in the earlier ping rights of the commoners of life and Sapatogen will ofton their discretion, to postpone a hona fide, was erronces. It was part of the Subsection-por-Epping Forest when it was dedi-effect a cure."
squs for the time being qualified enteil to the public. He carried maeting. Also, unless it is not intended to give the chair-
Sanatogon oan be obtained at men power to make any dolur" may be specified in the severance, and lost thousands of
to volo"; and that the words on tho fight with dogged per-all chemists and bazaars. tion lie pleased, regardless of the Articles" refer to the number pounds over it. He built the chairman of directors cannot
actual, und plainly ascertained, of persons so specified, and not Robin Hood, a favourite resort of adjourn a meeting against the facts. To bo conclusive the da wishes of the majority of abare-claration must be made bona fide. 19 any conditions which may be Londors, in 1807. holders. His power and duties in the belief, though it beer the right of small shareholders to imposed in the Articlos restricting as chairman at a general meeting cous, that the sense of the are defined by Chitty J. in the meeting has been ascertained.
provided by the Articles, the
"
1
it
Bibilities,
In this connection The Medical
Notices
HOTEL CRAIGIEBURN.
PLUNKET'S
GAP.
The Peak, nose the Tram Terminus, Tel. 56. For Teims, ply to the
G
MANAGER.
NOTIUE.
R
THE TAIWAN RAILWAY
HOTEL
TAIPEH, FORMOSAC
Under the Direct Management of the Taiwan Railway Dept
AND
GOOD SERVICE. RATES
YEN AND Ur,
Uniformed holo, poiler incats all |
Luggage are
Under Entirely New Management.
Thoroughly Renovated.
Excellent Cuisine.
"H. HAYNES,
Manager.
Hongkong, 16th Jan. 1919. 195
Honkong, 1st Feb., 1012. (182
THE
GENERAL ELECTRIC
MANUFACTURERS AND IMPORTERS.
HEAD OFFICE-
7, Jinkee Road,
i
Shanghai. Telegrama- Genleotrio."
16, Des Vosur Road,
Hongkong. Telephone $18. Telegrams Sparklesa,"
MANUFACTURERS of Complete Electric Plant, Power Schemos and Complete Telephone Installations.
WORKS,
LONDON, WITTON, MANCHESTER, BIRMINGHAM,
LARGE STOCKS held of all Electrical Supplies, Wires, Cables Fittings, Shades, Bella, Telephones, Batteries, `Switchboards Switch Apparatus, Steam Dynamo Sets, Motors; Arc Lamp Robertson Lamps and Osram Metal Filament Lamps.
FULL PARTICULARS AND ESTIMATES GIVEN ON APPLICATION.
demand a roll, as in the caso last lishes an article on Denmark's The "Pall Mall Gazette" pub
If the persons present and ea. Subsection is, however, apparent-structing a huge harbour at St. cited. The wording of the concession to a syndicate for con- case of National Dwellings So-titled to vote at a meeting are not ly somewhat ambiguous." Thomae Island (a Danish posseS- ciety v. Syker (1894) 3 Ch. nt p. satisfied with the chairman's de-
On the taking of a poll, it is sion in the West Indies, about 162, in which he said: "Up-claration, it is expressly provided
by Sretion 70 Subsection 4 of the provided by Subsection 5 of 1,100 miles to the eastward of questionably it is the duty now Companies Ordinance, in the Section 70 that, in computing Panonia). The article points out [27] of the chairman, and his oase of the submission of an ex-land to the number of votes to with a Danish Princess (sister of the majority, reference shall be that Russian financiers, together "function, to preserve order, traordinary or special resolution,
|-which-asal-menbor-is entitled-by Queen-Alexandra-and-of-the "and to take care that the that a poll may be demanded.
This poll must be demanded by the Articles of the Compuny Dowager Empress of Russia) own; proceedings are conducted in a three persons entitled to vote, or,
The Articles of Association of the bulk of the stock in the syn-IT is bereby notified that of and after proper manner, and that the if the Articles so require, by Company, invariably provide, dicate, The object of the enter MONDAY, the 15th inst., a Con- | 3. sense of the meeting is proporly a greater number, not how as it is provided by Table A, that priso is, it is declared, to give tant Supply of Wa'er will be intned on
ever, exceeding five. A pro-
a poil shall be taken in auch Russia a footing near the Panama the Rider Mein Dist fat. ascertained with regard to any vision in the Articles of Asso- manner as the Chairman shall Canal. question which is properly ciation of a Company that nt no direct and it may be taken at the "before the meating. But it...is general meeting can a poll be same meeting at which it is *not within the scope of his demanded by less than, say Co. 29 Ch. D. 150). Although demunded (In re Chillington Iron seven persons, holding a certain power to stop the mesting at his proportion of the shares, would own will and pleasure....The therefore, it is submitted, ba in
44
་་
"
meeting by itself can resolve to yalid, for the Legislature has ex-
the Chairman has power to direct the manner in which a poll shall
be taken, ho cannot, unless such
a course is contemplated by the
go on with the business for preasly enacted that where impor- Articles, direct that it shall be
taken by means of voting papers,
"which it is convened, and ap-ed at a meeting, requiring an ex- tant business has to be transact "point another shairman." traordinary or special resolution signed and delivered at the As regards the business which to authorise it, three, or not ex-offices of the Company on or it is proposed by the directors ceeding five, shareholders have before a fixed day, for "prima should be transacted at a generala right to demand a poll: The meeting of shareholders, the provisions of the Subscot on are evidently intended to safeguard directors are at full liberty to ex-the interests of the shareholders, eroise their influence as they and to prevent andus oppression please, in a legitimate manner, to (See Payne v. Cork Co., Ltd. - persuade the-shareholdera-which- | (1900) 1 Ch, 308.)
12
THE RESTORATION OF
LOST HEALTH.
Science's Supremest Forcs Explained.
4.
W. CHATHAM,
Water Authority. Public Works Department, Hongkong, 11th April, 1012. 1298
GRAVING
TOOK
7871t, by 88f1. by 8410 Gla. Pump empty Dook In. 2.3-4 hours.
Retail Agent in Hongkong-
WM, C. JACK & CO., LTD.........
Telephone, 358.
14, DES VOUX ROAD,"
SHIPBUILDERS, SALVORS, AND REPAIRERS. BOILMAKERS, FOLGEMASTERS, BRASS AND IRON FOUNDERS, JONSTRUC. 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
cal Drives, Hydraulic & Pneumatio Tools, installed
throughout the Works.
50-ton Hydraulic TESTING MACHINE for Chains, Wire Ropes, Riveta and Metal Specimens.
TAIKOO
DOCKYARD & ENGINEERING CO.
OF HONGKONG, LIMITED,
TAIKOO DOCKYARD, HONGKONG stegrophée Adárias
"TAIKOO DOCK"-
“I'd give anything if I could| feel really well again!" "facie, in order to vote the known man uttered these words Only a day or two ago a well- person who is entitled to vote at his club to the writer. A little must attend and personally give while after, one of the most charm "bis vote" (MacMillan v. Le Rising and beautiful women of the Co. (1906) 1 Ch, 331),
writer's acquaintance made a similar remark. Their faces bors It has been held that, at com- Directors should take care to manner betrayed the laasitude the indication of ill-health; their way to vote. (Campbell v. Austra-mon law, any person entitled to see that a copy of every special which comes from constantly feal lian M. P. Society 24 TIR. 693) vote has a right to demand, a polla extraordinary resolution is ing poorly, and there was that And a director may himself, as a (v. Windledon Local Board 8 forwarded to the Registrar of general nir of defention and de- shareholder, vote at a general Q.B.D. 459), and therefore were Companies within tho time pression about them which show- mesting in respect of a proposed it not for this statutory provision, limited by Section 71 of ad that they had began to take a contractia which he in personally and in the absenos of any regula, the Ordinance (28 days from the pessimistic cutlook of their con interested. This is so upon the tion in the Articles, one dissen Donfirmation of n spesial, or from dition. principle that although a director tient member might demand the passing of an extraordinary, People like these, who have is not allowed to enter into a poll, and so create unneces resolution,) for if they wilfully engagements in which he sary trouble: Now, in the perm: default to be made in this fols, ill for a long time, whose BUTTERFIELD & SWIRE, has a personal interest which osse of special business to be respect they, in addition to the take a dispirited view of their
Company, are able to a penalty,
convalescence line been slow, who'
displacement, providing conditions for THREE PATENT SLIPWAYS -taking vongle up to 8,000′′tsur
painting ships with most efficient seralt 100-Tox ELECTRIC CRANE OF QUAT ELECTRIC OVERHEAD ORAMES THROUGHOUT Tus Buors HANGING UP TO 100 Town.
Estimates given for Docking, Bep'i's to Hull and Machios y, Conutsvoličnal Work,-
·Mansours and Asxrts 197
HONGKONG CHINA,