be allowed to operate in China without the consent of the
Minister. A "British Company", as stated in paragraph 3 of
this memorandum is defined in Article 3 of the principal
Order, which also defines "Minister" as including His
Majesty's Minister in China, a Chargé d'Affaires or other
chief diplomatic representative.
It is for consideration
whether that definition and also the definition of "The
Legation" in the principal Order should not now be replaced
by definitions of "Ambassador" and "Embassy".
90
12. Draft Article 194(2) follows the lines of Article
200(2), but substitutes "director, manager, secretary or
other officer in China" for the word "member". Whilst it.
may be practicable to impose conditions on members of a
Company limited by guarantee, it is submitted that it is
both impracticable and unnecessary to consider the nationality
of the shareholders in an ordinary limited company. The
words "director, manager, secretary or other officer" which
are substituted for "member" are taken from the third para-
graph of Article 200, and the words "in China" are added
because it is submitted that the nationality of officers
of a head office or branch in Hong Kong or elsewhere outside
China is immaterial for the purposes of the new Article.
The draft also substitutes in Article 194 (2) the words "for
ensuring that the operations of the Company in China shall
be fully subject to the jurisdiction of the Court" for the
words "for ensuring the payment of the amount for which he
would be liable under the guarantee" which appear at the end
of Article 200(2) as this seems to be the object Sir John
Brenan has in view. "The Court" is defined in Article 3
of the principal Order of 1925.
12.
Draft Article 194(3) is the penalty clause, which is
generally on the lines of Article 200(3); but the accruing
fine is put at 50 dollars a day instead of at 500 dollars
a day. This lesser penalty is borrowed from the present
Article 194(3) and seems more appropriate. A paragraph
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