CO129-474 - Governor Sir Stubbs - 1922 [1-4] — Page 63

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Article 145 provides for the appointment of officers or servants

of the Corporation as inspectors, managers or agents at such places, Articles 146 reads as follows:- "The Court by letters of

attorney or other deed under the seal or by writing not under seal, may delegate to such director, local committee, inspectors, managers, agents, and other officers respectively any of the powers of the Court, and may invest them respectively with any other powers which the Court in their discretion, think expedient,

for the due conduct, management, and regulation of any of the business or affairs of the Company. I may also refer to Article 158, which vests very wide discretionary and supplementary powers in the Court of Directors. It must, I think, be taken that the delegation to the representative of the Corporation in London and at Shanghai of the power of opening and keeping Registers of shareholders at those places was made under some one or more of these articles. Then, was that delegation rightly made? Does it come within the scope of the articles? I am of opinion that the powers of the delegation conferred by these articles are sufficiently large and generel to render it necessary for me to answer these questions in the affirmative. I therefore hold thet the Court of Directors were within their rights and powers in authorising the representatives of the Corporation in London and at Shanghai to open and keep such Registers; that the Registers are good and valid Registers; that the shares now in question which are borne on the Registers are not bona notabilia within the Probate Jurisdiction of this Court; and that the answer to the question submitted by the special case must be in favour of the defendant.

A few more observations may be added.

The course of practice of the Corporation which it is now sought to invalidate as being ultra vires has existed for many years, in part at least before the incorporation of the Corporation. It may therefore fairly be assumed that the Ordinance and the Deed of Settlement were framed with a view to such a state of things, and that the legislature in making the Ordinance and the

Governor