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Estabile ed 1199.
CHINA BUILDING. Tel. C,209.
MEALS
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Established 1891.
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The
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THE HONGKONG TELEGRAPH,
CHINA PROVIDENT.
NEW ARTICLES OF ASSOCIATION.
WEDNESDAY, JANUARY 5, 1927.
24. Article Genables the Com pany to call two meetings by one notice...
20, Article 66 deals with the business of yearly mbetings.
26. Articles 71, 74 and 75 make provisions for voting and the hold- ing or polls,
27. Article 76 varies the voting povers of shareholders.
Another private extraordinary general meeting of shareholders of the China Provident,, Loan and Mortgage Company, Ltd., was held
28. Article 78, 80 and 81 con- yesterday, following a meeting attain special regulations in respect which the new Articles of Associa of vo.ing tion were approved.
B. Article 8 provides for the appointment of Directors in place of the Consulting Committee."
30. Article 89 fixos the Direc- tora', remuneration at $7,000 por annum to be divided between them as they shall determine. The pre- seat remuneration is $5,000 per aunum.
|
31. Articles 109 to 118 make provisions for the appointment of a Yanaging Director and General Agents in place of General Mana
At the first meeting, called to consider the new Articles of As- sociation, Mr. R. G. Shewan "pre- sided and was supported by Sir Robert Bo Tang, Mr. C. A. da Roza, Mr. A. L. Alves (members of the Consulting Committee), Mr. D. King (Secretary and Mana ger) and Mr. W.E.L. Shenton (the Company's Solleitor). The room In which the meeting was held, was not large enough to hold all who wished to attend, and a num-gers. ber of shareholders were unable to gain admittance. There wore about 120, shareholders present, Among these being Mr. J. M. Alves, Mr. 3, P. Braga, Mr. A. L. Shields, Mr. W. J. Carroll, Mr. P. Tester, Mr. E. Abraham, Mr. E. Rouillon, Mr. C. B. Brown, Mr. F. M. Crawford, Mr. A. Nissim, Mr. N.V.A. Croucher, Mr. G. E. Lammert, Mr. J. A. Tarrant and Mr. J. F. Bagram.
Antiquated Articles.
The notice convening the meet- ing having been read, the Chairman said: As indicated in the notice which has just been read by the Company's Secretary, this meet- ing has been convened for the purpose of considering, and, if
the drai thought fit, approving new, Articles of Association of the Company.
2. Article 116 and 117 veat important powers previously oxer. cised by the General Managers in the Board of Directors...
38. Articles 123, 124 (c), 126, 127 (b) and 130 mike spectat provision in respect of dividends and the retention thereof.
54. Articles 131 (b), 132, 101 and 136 are Articles dealing with the accounts of the Company.
35. Article 156 provides for one, or more Auditors.
36. Articles 141, 142, 143, 148, 149 and 150 make special provi sions as regards the notices to members.
37. Article 151 contains special provisions as to imparting infor-
mation.
38. Articles 152 and 163 make provisions for liquidation" and winding-up.
39. Article 154 malces specirli provisions as regards arbitration.;
the 40. Article 156 deals with individual responsibilities of the officers of the Company.
I do not think there is anything further with which I need Deal at this meeting, but if any "share- beholder would like to ask any ques- tions or seek any, explanation, I shall be pleased to endeavour to answer such questions and give such explanations to the best of my ability..
As regards the Articles of As sociation, your late Consulting .Committee, in conjunction with the Investigation Committed, have conie to the conclusion that the present Articles of Association are antiquated and should, radically changed, with a view to bringing them into line with Art cles of public companies generally current in this Colony, and their views have been endorsed by your present Consulting Committee.
Prints of the existing Articles of Association ant of the draft new Articles of Association have, as indicated in the notice convening this meeting, been upen for Insper- tion by shareholders at the Com pany's registered office, and there are also copies of both the existing and the drait new Articles of As- sociation on this table, which, if any sunreholder desires, he may inspect.
The Chief Alterations. Under the draft new Articles of Association, the following are the more important of the alterations of the existing Articles:
If no questions are asked or ex- planations sought, I shall assume that you approve of the draft -new Articles as presented, and will thereupon propose the resolt- tion regarding the same which is set out in the notice convening this meeting."
Number of Directors.
Mr. J. M., Alves said: Mr. Chair- may and Gentlemen. First of all, I wish to compliment the Company, on the New Article No. 136 in foreseeing and providing for the eventuality, which Is
Sure to arise sooner or later, for having only one firm, of auditors dealing with the Company's books.
In connexion with article 87 1
1. in Article 1 various new in- terpretation clauses have been in- beg to troduced declaratory of the Coming panies Ordinance and by way of wise eral interpretation of the Articles.
2. Article 3 is declaratory of the of Companies Ordinance and states
pur that the Company cannot clase or lend on its own shares.
3. Artiole 5 is declaratory of the Companies Ordinance,
4. Article gives power to pay a commission for placing, shares,
5. Article 7 states that shares may be issued subject to different conditions as to calls.
6. Article & makes, provisions as
propose the fellow. amendment-Unless other. determined by a gen. meeting, the number Directors-including the the Company-- Chairman of shall be not less than three and not more than 9"-instead of 7.
Iam of the opinion that the composition of the Board of Dir ectors of this Company should in- elada as many persons as possi ble who are in a position to bring in or inflcence business in the in- terest of the Company. We shoa!? have on the Board Various busi-
to payment by instalments on at-ness interests such as regular im-
tment of shares.
7. Article 9 deals with the liabi- lity to joint shareholders.
8. Article 11, provides for the sealing and signing of share certi ficates.
9. Article 14 zovide for the payment of a ice on issue of new certificates in place of old ones.
10. Article 15 provides for the delivery of shares in joint namos.
11. Article 16 is declaratory of the Companies Ordinance.
12. Articles 19 and 20 provide (for the giving of notice in respect
of calls.
13. Article 23 makes provision for proof in cases where calls are Int paid.
11. Article 29 and 31, deal with the forfeiture of shares.
15. Article 37 provides that divi- dends on shures shall not be paid where the member is in default.
porters of rice, flour, sugar and other staple. articles.
To have all these interests re- presented on the Board the num- ber of Directors "increased to 9 is not too many. There should be no particular hurry for the Board to be fully constituted. But by adopting this amendment we give power to the Board to take ad- vantage whenever on opportunity presents itself to add to its num- ber auch influential persons judged advisable for the good of the Company.
að
Should the above bo adopted and passed, then of course the remuneration; of Directors under Article No.:85 will be altered from 57,000 to $9,000.
..
The Chairman: Before patting. the resolution; I should like to say I think Mr. Alver' suggestion
is a very good one and we are
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16. Article 38 provides for the quite willing to accept it. I will shareholders. at a meeting called posed appointee or appointees and if you will all kindly attend the
now propose: "That the regula for that purpose has been obtain-the proposed terms and conditions (same..
of employment." (Applause). mode of signing transfers.
tions contained in the
printed
cd?
Mr. E. Rouillon seconded the
17. Article 11 provides that no document submitted to the Meer-
The Chairman: Mr. Morley, I tranfers shall be made to an infaning and for the purpose of identi-am afraid we cannot do as. you amendment. or person of unsound mind.
18. Article 42 provides that fication subscribed by the Chair- wish. This meeting is called for and one purpose only, and I cannot put transfers must be left at the Reman thereof be approved gistered "Office of the Company adopted as the Articles of Asso: anything else to it except that Mr. Morley: Do you wish an together with the certificates as eintion of the Company in sitbati- dealing with the Articles. amendment to Article 109? proof of title before the transfer. tation for and to the exclusion of
The Chairman: Yours is not an 19. Article 4a provides fr pay all existing Articles thereof."
amenilment at all. ment of a fee on the issue of acw. Mr. A. L. Alvės seconded. certificates.
Private.
A second extraordinary general meeting was then held. Tho Mr. Alves amendment was so-Chairman announced that it was a private meeting and naked the conded by Mr. N..M. Curric
On being put to the vote. Mr. Press representatives prosent, co Morley's amendment was lost by retiro.
Mr N.VA Croucher, Is the 91 votes to 20, whilst Mr. Alves" amendment added to the resolu- Press retiring?
The Chairman: The meeting is: tion, was carried unanimously.
The Chairman: Gentlemen, a private one.
Who decided. „The General Agents. “
Mr. Morley then proposed an That closes the business for whic'i Mr. Croucher: Mr. W. Morley: Under Article amendment to Article 109 by the this meeting was convened, but as that the meeting should bo pri The Chairman: It is a private addition of the following words: you are aware the notice conven- vate?. 109 the Directors will be given "Providing that in the case of the ing this meeting also convenes a
extraordinary. general meeting. power to appoint the general first apointment of the Managing second agents. Will the present Con- Director or Managing Directors, meeting for the purpose of con- 22. Article 54 makes provisions suiting Committee be Directora and ar General Agents, the Direc-arming the special resolution. AB Press representatives will take o for the modification of rights of under the now Articles of Asso tors shall only appoint the same indicated on the notice beis, se- note of that please. shareholders.
elation, and will you give this,
"
20. Article 47 (b) provides for the withholding of dividends in certain cases,
21. Article 63 deals with sub
division of shares.
Mr. Crouchur: Then I hope the
23. Articles 55 to 60 deal with meeting an assurance that the after an ordinary resolution of the cond meeting will be held on Nothing further was said. And the borrowing powers
of the first general agents will only be Company has been passed in gen-Thursday, January 20th, at 2.30 In the Presa representatives then left "Company,
appointed after approval of the eral meeting sanctioning the pro- the afternoon and I shall be glad the meeting.