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ANO DE 1935–BOLETIM OFICIAL DE MACAU—N.o 30—27 DE JULHO
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ninth.
The va-
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Company as regards any Government or Mu-ing from the stipulations made. — Twenty-of Association or winding-up of the Com- nicipal department submitting applications
So that the Company may be So that the Company may be pany, the decisions shall not be valid unless and treating of matters respecting the said bound it is sufficient if the General Manager the proxies shall contain special powers co- Company, and practise all and forther acts and one of the other managers shall sign in vering the objects of the said dec ..S. concerning the administration of the conces the name of the Company. Note.—The Mana- Note turo.—Each vote corresponds to a part- sion aforesaid in the capacity of general ma-gers who sign in the name of the Company ner's holding of twenty-five csendos or its No - Nole three. nager, to represent and sign the deeds and in matters which involve violation, either equivalent in dollars. documents necessary for all the purposes of the Articles of Association or of the de-partuer, by himself or as the holder of a above stated; to make, on behalf of the cisions of the partners, shall be' personally power of attorney, may vote on matters co 1-
Thirtieth Company, any contracts or other agree-responsible to the Company.
nected with his own affairs. - Thirty-eighth. ments, with the conditions or articles which The Managers are exempted from bond. Extraordinary gencral meetings shali be the General Manager considers convenient Thirty-first. — A Manager shall cease to convened in the manner indicated in article: for the Company, representing and signing act as such when he (7) shall be attacked twenty-six. - Thirty-ninth. ----The Compa- the necessary documents and deeds, with with insanity; (b) shall be declared bank- ny, with the approval of the General Me-t- powers also to rest in
<thers these po-` rupt (c) leaves the Colony without due per- ing, may contract loans to the amount that wers, wholly or partly, such substitute to be mission from the Management, in such a it deems necessary for the transaction of its a lawyer whenever it becomes necessary to way as to fail to attend the meetings of the business, giving as guarantee or mortgage apply through the Courts, and should take Management for more than three months; all or part of the properties of the Company, part in all meetings of the managers. The (4) shall request the Company in writing to stipulating the term, the interest and other General Manager shall in all things be su- accept his resignation and it is accepted by conditions, including the right of sale of the
Thirty-second. ject to the control or supervision of the the Company.
movable objects under guarantee, on the management and shall carry out all the cancy of a manager shall be filled by ap- terms of article eight hundred and sixty- decisions of the said managers. The powers pointment made by the Company.-Thirty-four of the Civil Code, that is when it shall granted to the General Manager may be in- third. - The decision of the partners is re- be agreed upon that the sale may be effected creased or reduced by the Company in Ge- quired in respect of the annual balance without intervention of the Court or that neral meeting. Twenty-fifth. - George sheet, the division and amortization of part- the creditor retains the goods mortgaged Gwinnett Noble Tinson and Frederick ners' holdings and the appointment and through valuation, carried out by experts Johnson Gellion and also Edward James dismissal of the Managers. — Thirty-f urth. appointed by mutual agreement.-Fortieth. Davies, banker, of major age, bachelor, sub- The decisions of the partners shall be manager of the Hongkong and Shanghai made in general meeting. Note. There Banking Corporation, and Henrique Nolas- shall be an ordinary general meeting within co da Silva, of major age, a married man, the first four months of each where:
year lawyer, resident in Macao, in the building, Firstly. The annual balance sheet and the number fifty-seven of Rua da Praia Gran- management's report shall be discussed and de are also hereby appointed managers of approved. Secondly. Any other matter this Company. Note. The Managers, for which the meeting has been conven- in addition to the rights and obligations ed shall be treated of. Thirty-fifth. conferred by law, have all the powers acces- The General Meeting shall be dispen- sary, with free and general administration, sed with: - Firstly. If all the part- to manage all the business of the con-
the deci- ners agree, in writing, to cession of the service of the supply of sions. Seconilly. — If all the partners have potable and non-potable water to the city agreed, in writing, that the decisions may of Macao, and, consequently, to practice be made in this form. Thirdly. The dis- in conjunction with the General Manager positions of sub-clause two of the note all the acts and contracts which are the of the preceding article shall not be rights of commercial manager; deciding as applicable regarding the decisions which regards the business that is related directly bring about modifications to the Article or inderectly with the said Company, the of Association or the winding-up of the decisions being decided by majority of vo- Company. ·Thirty-sixth. The General tes, the meetings being presided over by the Meeting shall be convened by the Manager, manager chosen by the other co-managers. on the terms of article one hundred and The powers granted to the management eighty-one of the Commercial Code. Note may be increased or reduced by the Compa- one. - When all the partners are present at ny in General Meeting. — Twenty-sixth. the meeting, all the decisions arrived at shall The administration of the Company shall be valid, although they may refer to matters be carried out by the managers in meeting that have not been stated in the agenda for and the decisions shall be determined by the meeting and even if the meeting - Note The Ma- has not been properly convened. the majority. Twenty-seventh. nagers have the right to an annual remune- turo. -- The decisions of note one shall ration, to be established by the Company not apply in respect of decisions which for services rendered, their expenses while refer to any modification to the articles of travelling being paid by the Company, when Association or winding up of the Company. on the Company's business.-Twenty-eighth ̧ · Thirty-seventh. The decisions of the -The functions of the Managers shall subsist partners shall be passed by the majority of
- Note one. until the power of attorney is expressly re- votes.
- Proxies may be grant- voked, which shall always be revokable, ed only to other partners, and when the de- without prejudice to any indemnity result-cisions relate to modification of the articles
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On the thirty-first of December of each civil year the accounts of the Company shall be closed. — From the net profit shown in the balance sheet, which shall be presented by the Management, five per cent shall be deducted as the minimum percentage to constitute the Reserve Fund, until this fund represents at least one-fifth part of the Com- pany's capital. The remainder may be dis- tributed as dividend among the partners in proportion to their partners' holdings. -
As there is no Fiscal Council Forty-first. in the present Company, the Managers shall exhibit in the Company's office, for a period of fifteen days, the documents referred to in Article one hundred and eighty-nine of the Commercial Code, as well as the list of part- ners to whom a copy of the balance sheet shall be sent, after which the General Meet- ing shall be held.
Forty-second. - This
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Forty-
Company may be wound-up on 'the condi- tions of Article one hundred and twenty and its notes of the Commercial Code. third. — In the event of the death of any partner, the Company shall not be wound-up and the heirs of the deceased partner shall exercise in common the rights of the deceas- ed partner, and the division of the partners' holding may be proceeded with, if they so
- Forty-fourth. desire.
In the event of the winding-up of the Company, the liqui- dator will be the partner owning the largest holding. After liquidation has been effected the liabilities shall be paid in the first place, then the paid up capital, and finally the ba- lance shall be paid to the partners in propor- tion to the partners' holding of each one. Forty-fifth. All cases not provided for shall be regulated and governed by the terms
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