128
"By the proviso to Section 4 of the Ordinance of Incorporation as repealed and re-enacted in somewhat
wider terms by Ordinance No.29 of 1899 power is given to the Corporation, with the consent of the Commissione
for executing the office of Lord High Treasurer to establish Branch Banks or Agencies at any place out of the
Colony in conformity with the law of such place.
"The principal enactment relating to the Deed of Settlement is Section 10 of the Ordinance of Incorpora-
tion. By this Section it is enacted that a Deed of Settlement was to be executed within a certain time by
certain subscribers, and that the Deed was to contain provisions for effectúaging the following object amongst others, namely "for the management of the affairs of the Company". The Deed was executed on the 20th July, 1867, nearly a year after the coming into force of the Ordinance of Incorporation and was approved by the Gov-
ernor.
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"The earlier Articles of the Deed make provision with respect to the Constitution of the Company, the seal and its uses, the business of the Company, the place of business, the capital of the Com any, and shares in
the Company, Articles 30 to 33 make provision with regard to certificates of shares. By Article 30 it is pro- vided that "on demand made by the registered holder of any share, the Court shall deliver to him a certificate
of the ownership of the share, and such certificate shall have the seal affixed thereto, and shall specify the share to which he is entitled and................... may be in the form prescribed in the first schedule to the Deed. Ac-
cording to this form a share certificate is issued under the seal of the corporation.
"By Article 49 it is declared that, 'subject to the provisions of the Deed, any shareholder may sell and
ransfer all or any of his shares to any other persons approved by the Court'.
"A Register of Transfers, 'to be kept under the superintendence of the Court', is provided for by Articles
54 to 56.
"Article 57 is in the following terms: - A book to be called "The Register of shareholders" shall be pro- vided and kept under the superintendence of the Court, and therein shall, from time to time be fairly and dis-
tinctly entered the names and addresses of the several shareholders, and the number of shares to which they res pectively are entitled, distinguishing each share by its number."
"Article 59 makes provision for the keeping, under the superintendence of the Court, of a "Shareholders
Address Book". It is expressly provided that every shareholder is to furnish an address for service either in
Hongkong or at one of the open ports in China or Japan.
"The provisions of which mention has now been made have reference, no doubt, to matters of administration without the direct cognisance and under the direct control and superintendence of the Court of Directors at the Head Office in Hongkong • They contain no reference to the conduct of business at branch banks or of agencies. To take the case of the Register of Shareholders, Article 57 clearly refers to the Register to be established and kept at the Head Office in connection with the general management of the business of the Corporation.
"But then, after a number of Articles, to which it is not necessary to make special reference, we come to a series of Articles arranged under the sub -heading "Powers and Functions of the Court". And the answer to the question under consideration turns upon the effect which these Articles have upon the above-mentioned Arti- cles of general signification. Of these Articles whose effect I am now about to consider, Article 141 con- fers upon the Court a very large power of delegating its powers to committees composed of one or more directors But it does not appear that in the present case there is any question of delegation of authority to committees of directors, so that the Article is not germane to the present purpose. Articles 144 to 146, however, come nearer to the matter in hand. Articles 144 provides for the appointment of local committees at places where
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