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For any balance over and above the cost of a whole or part share he will be handed a receipt in accordance with the special Regulations, and when he has collected sufficient receipts he may exchange them for another share, or he may make up the price of the share in cash or sell his receipts to another person, just as he pleases.
Clause 10. The rent tax having heen instituted to supplement the funds derived from ordinary shares, it has been decided that the amount raised by rent shares shall in no case exceed two-fifths of the total share capital, i.e., 20,000,000 taels, and if the sale of ordinary shares prove very successful it will be possible to discontinue the tax before that amount is reached.
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Clause 11. Interest, alike for ordinary and rent shares, is fixed at the rate of per cent. per annum. This rate commences from the date on which these Regu- lations receive the Imperial sanction. No applications will be entertained for payment of additional interest on the old 4 per cent. rate.
Clause 12. Interest on ordinary shares will accrue from date of purchase, and will be paid, on production of warrants, in the third moon of each year, due notice being given in the newspapers. When less than a year's interest is due it will be calculated by the mouth, but no allowance will be made for intercalary moons.
Clause 13. Interest on money received on account of rent tax will be paid by deducting from the second year's tax the amount due as interest on the first year's payment.
Clause 14. All shareholders in the Company, whether holding official rank or not, will be on exactly the same footing. No preference will be shown to shares purchased by official subscriptions.
Clause 15. Chinese merchants resident abroad may become shareholders on notifying their respective Ministers, Consuls, or Chambers of Commerce.
Clause 16. The control of the Company's capital will be in the hands of a President, Vice-President, and a Committee chosen from the largest and most influential shareholders at the general meeting. The capital, in accordance with Article 75 of the Commercial Code, shall not be diverted to any object other than the one for which the Company has been formed.
Clause 17. All matters connected with the collection of ordinary shares, rent tax, payment of interest, &c., shall be dealt with in accordance with special revised Rules founded on the old Regulations.
Clause 18. Persons who have themselves purchased or have collected subscrip- tions to purchase shares to the value of 5,000 taels will be entitled to the bestowal of some appropriate reward, or to a bonus share as provided for in the Kiangsu Regulations, as the general meeting may hereafter decide.
ARTICLE 3.-- General Meetings of Shareholders.
Clause 19. Meetings of shareholders shall be of two kinds: ordinary general, and extraordinary general.
Clause 20. Ordinary general meetings of shareholders will be held annually during the second moon to discuss the business of the past year.
Clause 21. Extraordinary general meetings may be called by the President, Vice-President, Directors, and Auditors when they consider there is important business to transact; or at the request of a body of shareholders whose interest amounts to not less than one-fifth of the Company's capital.
Clause 23. To form a quorum at any meeting it will be necessary for at least 25 per cent. of the Company's capital, or 10 per cent. of the total number of share- holders, to be represented. If a quorum cannot be formed the proceedings shall be null and void, but a second meeting shall be called, of which notice will be given in the newspapers, and that meeting may proceed to business regardless of the amount of capital represented or the number of shareholders present.
Clause 24. Every holder of one whole share shall have the right to speak at a meeting and vote at the election of Directors and Auditors.
Clause 25. Every holder, or representative, of fifty whole shares shall have the right to vote on the Resolutions put to the meeting; holders, or representatives, of more than fifty shares will be entitled to extra votes in proportion to the number of their shares, but no one shareholder shall be allowed more than twenty-five votes.
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ARTICLE 4.-Honorary Directors.
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Clause 26. Pending the calling of a general meeting of shareholders, the local officials and gentry shall select certain persons, to be called "Ming Yü Tung Shil," or Honorary Directors, who, on being approved of by the President and Vice-President, shall be invested with administrative powers on behalf of the Company.
Clause 27. These Honorary Directors will not receive any salary, but their services will be suitably rewarded by the Company.
Clause 28. These Directors may be employed also as executive officers of the Company, in which case the President and Vice-President will be responsible for
them.
Clause 29. Honorary Directors may recommend executive officers to the Company, for whom they, as well as the President and Vice-President, shall be responsible.
Clause 30. The duties of Honorary Directors shall cease as soon as the general meeting shall have elected its Directors and Auditors.
ARTICLE 5.-Directors and Auditors.
Clause 31. The general meeting of shareholders shall elect thirteen Directors and three Auditors.
Clause 32. For the election of a Director at least 100 votes, representing so many whole shares, shall be necessary; for an Auditor only 50 votes will be required. Should the requisite number of votes not be forthcoming, the meeting may decide to reduce the qualification. The representatives of rent tax offices may be elected Directors and Auditors.
officio members of the Committee
Clause 33. All persons elected as Directors are ex-oj of Directors.
Clause 34. The Directors shall meet frequently at the offices of the Company. All important matters shall be discussed with the President and Vice-President, and decisions shall be determined by a majority of votes.
Clause 35. The duties of Auditors. These are two-fold: firstly, to see that the actions of the President and Vice-President and the decisions of the Directors are in accordance with the Company's Regulations and the Resolutions passed at the general meeting of shareholders; secondly, to examine and check the Company's accounts in general, including all share transactions, receipts and expenditure, land, material and works accounts, traffic receipts, &c.
Clause 36. The Auditors shall report any irregularities they may discover to the general meeting of shareholders. They shall not directly interfere in any way with the actions of the President, Vice-President, and Directors.
Clause 37. No person shall discharge the duties of Director and Auditor at one and the same time; but Directors may act as executive officers of the Company,
Clause 38. The salaries of Directors and Auditors shall be fixed at the general meeting of shareholders.
Clause 39. Directors shall hold office for two years, Auditors for one year. Both are eligible for re-election. Four of the old Directors, to be chosen by lot, shall serve on the new Board.
Clause 40. Any Director transgressing Article 73 of the Commercial Code shall be called upon to resign.
ARTICLE 6.- President and Vice-President.
Clause 41. The Viceroy of Szechuan has been requested to memorialize the Throne for the appointment of a President and Vice-President of the Company, who will act as the "Tsung-pan " and "Tsung-li Ssu" provided for in the Com- mercial Code.
Clause 42. It will be the duty of the President and Vice-President to give effect to the Directors' proposals. Should these not meet with their approval, the Directors will be requested to reconsider them.
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