1912-03-23 — Page 3

DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.

Foreword,

company itself to sanction.

THE HONGKONG TELEGRAPH SATURDAY MARCH 23 1912

organs, it increases the number of red blood corpusoles as well as the quality of their colouring KING EDWARD matter. As the body'a waste products are burnt up through the medium of the blood, it is obvious that the better its condition, the more thoroughly is this all-important vital function

exponded money out of the funds giving to them of such full importance to the blood making of the Company in connection with powers, is for the benefit both of The directors themeolves and for the issue of circulars, setting the members of the Company. The out the views of th

the directors directors get export assistance in regard to a certain con from persons on whose opinions troversy, it was held that the they are entitled to roly, and the expenses lund been bona fide members are to a very large ex- tont safeguarded against possible incurred in the interest of the indiscretions on the part of the Company and wore properly directors. By the Home Aot it in carried out, payable out of its fands.

Hotels,

HONGKONG HOTEL

Notices

HOTEL.

Hongkong, 80th April, 1911,

Under Entirely Now Management.

Excellent Cuisine.

provided that no director or ofli- In consequence of these three oer of the Company shall be cap-actions of Sanatogen, as well as able of being appointed an audi-of others on the other great tor, which provision was taken organs of the body, the health Thoroughly Renovated. from the Act of 1900. The dow and strongtli of the sufferer from Companies Ordinances of Hong- dysentery are soon brought to a kong goes further than this, and high degree of excellence and, provides (Section 113 8.8. (3)) that | what is not less important, the neither a director or officer of the sufferer is so fortified against tho Company "nor the the partner or disease that it is far less likely to

'employee of such director" shall rocur...

auditor. The idou of this doubt-taken from thousands of others bo capable of being appointed Here is a medical opinion- loss being that it is inost inqdvis-of its value in such ablo that a person should be plaints

com-

H. HAYNES, Manager,

Hongkong 18th Jan.. 1912.

– ទស

THE TAIWAN RAILWAY HOTEL.

TAIPEH, FORMOSA

The articlo this week deals with the question of the investment and of the payment, by di rectors of moneys out of the funds of a company. This question is one of the utmost

Whore, however, the directors importance, for although direc tors are not as a rule restricted have improperly expended the as to the nature of their in- Company's money for a purpose vestment of the company's which could not be auctioned by funds, they may make them the Company" they are liable to solves porsonally liable to re- funil menays improperly in-replace it however honestly they vested, as whore such monoye

"have noted" (Lindley L. J. in are investad in o manner the case of in re Sharpe (1802) i which cannot be within the Oh. at p. 166). Thus, where the objects of the company. They directore of a building society must not invest, or pay away, monoys for purposes which it is passed a resolution authorising, not within the power of the advances to members on the appointed to investigato into, and Dr. A «Tx Dum « Dum, security of their sharos (an who is otherwise in close business with most gratifying results in criticizo, the nota of a director Bongal havoured Sonatogen investment which they were relationship to him; or who,eoveral cases convalescing from (Continued from last Saturday) forbidden by Statuto to make) being an employee of the director, Malaria, Dysentory and Typhoid. As already stated, the directors they wore held liable to make good would naturally experience, some I freely admit its nerve tonio ac- are trustees for the Company of to the Company the loss which difficulty in insisting upon fall tion and highly nutritive value. its funds and proporty coming was incurred (Cullerme v. L. & S. being given by bis employer.sonally and have derived great information and explanations Furthermore, I have tried it per- into their hands or over which Building Society 25 Q. B. D. 4851. The auditors should be able to benefit from its use. It increases they have control, and they muy Lindley L. J. in this case said: ileal with the directors at arm's the appetite and imparte energy Uniformed hote. poster meets all not deal with such funds except "If a director acting ultra vires, be in a position which renders influence it has upon the powers ranged for without any trouble to

length, and should not therefore to the body by the stimulating trains and atos pera. Luggage st for the benefit and for the "i.., not only beyond his own this difficult, or impossible. purpose of promoting the inter-powers, but also beyond any power the Company can confer osts of the Company. The

upon him, parts with money of Memorandum of Association | „ the Company, I fail to see on usually authorises the investment" what principle the fact that he of surplus funds in such munner acted bons fido and with the as may be determined, and

approval of a majority of the "aharoholdora can avail him as a power is generally given by the

"defence to an action by the Articles of Association to the Company to compel him to re- directors to do such things as may place the money."

#

#

-

L

32

41

(To be continued.}'

THE FIGHT AGAINST DYSENTERY.

The Physician's Greatest Ally.

When Dysentery is playing havoo with the health and strength of the unfortunate sufferer, he has urgent need of nourishment which

is

adet the Direct Management of the

Taiwan Railway Dept.

EXCELLENT CUISINE

GOOD SERVICE. RATES

* 6 YEN And Un

of assimilation. I recommend it guests. highly and prescribe it whenever necessary, thereby shortening the period of convalescence anong my pationta.

Fanatogon can be obtained at all chemists and bazaaró.

;

JND

"A LA CARTE GRILL ROOM.

Now Open

J. 1. TAGGART,

Manager. [25

GRAND HOTEL,

- Telephone 197.

| MANAGEMENT & QUIBINE UNDER EUROPEAN MANAGEMEN

62]

C

F. REICHMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT HOTEL.)

QUEEN'S ROAD, HONGKONG.

"ENTRALLY'aitusted, up-to-date Hotel, Recently renovated, and under entirely New Management.” Large and Comfortable. Rooms, Excellent Calkins under the supervision of an Experiancul FRENCH CHEF, and reparate Tables, Hot and Cold Baths, Electris Light thronghont. Tamma moderate, First Class accommodation for Familles and Tourists..

For particulars and rates apply to

PROPRIETORS.

Telephone, 170

Telegrams Astor."

OPEN AIR SKATING RINK

AT

'BELLE VIEW HOTEL Telophone No. 907.

[24

Sessions: 10 AM to 12 Noos, ra, to 4 raw. · Admission 25 cents. 5. to 8 PM. UP.M. to 11 P.. Admission 50 cents. String Band will play at the above Hotel'overy Sunday, commending from

W. GALLAGHER, Manager.

[1824 p.m. to 10 p.m.

Hongkong, 1st Feb., 1912.

HOTEL CRAIGIEBURN.

PLUNKET'S

The Peak, near the Tram Teriaus, Tel 55. For Terms, apply to the

Prepaid Advertisements. 271

$2 for one wook.

ar

N

Hobbs, W. M.

Hough, Dr. B.

Howard, Mrs. S.

Vollbrecht, Mr &

Mr. E

Walling, J, M,

Howard, Mr. and Walker, H. 8.

Mr. E.

L. M.

Ka'ra, Cspt, C, G, | Howard, Misses ii.

HOTEL LISTS,

GAP.

Hexoxoxo HOTEL

Alcantara, M. Andrews, Misa I. Austin, Mi E,

Lager, E. D. Lecordier

Mr. A. M. Bato, E. B. Bockingsale, L. Beilkon, B.

Baldwin, Mr. and Lemaitro, R.

Belilios, Mr. & Mrs.

Belcher, Mr. & Mrs. Bellios, Mrs. E. R.

and maid

MANAGER. So where, as in the case cited of be authorised to be done by the of in re Sharpe, the directors have

ROYAL GEORGE HOTEL. Company in general meeting, paid dividonda out of capital, easily digestiblo, does not ir-26 WORDS $1 for 3. insotions

Haiphong Boad, Kowloon. Occasionally the Articles specify this being an act contrary to law ritate the bowol, and is capable of the nature and description of the and therefore one which cannot sustaining his strength, which is

E be served avery

and securities upon which surplus be shnotioned by the Company, always greatly undermined by OST-Rough haired FOX TER-I future SPECIAL DINNERS will RIER DOG, black and tan head, SUNDAY, Indian Curries a feature: the directors are liable to refund the disonso. funds nay he invested, but, if the whole amount so paid by When the acute stage is over, black back. Answers to "Toby" pave No extra charge will be made on the they do not do so, the directors, them (National Funds Co., 10 he has an even more imperative collar. Capt. Cobbe, Q.A.asual prices. Ühits will not be xcospled. although trustees, are not re- Ch. D. 118, aford Building need of something which will re- Reward-Apply Cobbe, 26, Nathan Early application for tables will oblige:

"M, J, NATHAN, Monager. Society 35 Oh. D. 502, Flitcroft's store his old feeling of health,fload, Kowloor.

262 Hongkong, 22nd Match, 1912. [258 stricted in the matter of invest-case 21 Ch. D. 519, In re Faure bring back his sonsation of well- Hongkong. 22nd Mar h, 1912, monts, as are ordinary trustees, Electric Co. 40 Oh, D. 141, Leeds boing and strength, enablo hi

THE but "may lawfully invest on such Estate v. Shepherd 30 Ch. 1. 787, to put on the weight he has lost, Trevare. Whitworth 12 A. C. 100.) and present an appearance less

Ignorance of the law is no ex- like that of a skeleton.

There is nothing which will cuso, and directors mast there-

"Becurities as the directors may

'select subject to the control of

44

GENERAL ELECTRIC

"a general meeting" (Lord Davey fore be presumed to know what do both these things so rapidly, CO. OF CHINA, LIMITED.

in Burlawi v. Earle (1002) A.U. the law doon not permit them to so thoroughly and so permanent-

at p. 90).

do. This was the reason for the ly as Sanatogen. The reason is decisions abovo referred to in the that no preparation known to It has even boon held that, if cases of in re Sharpe and Cul- Science has so powerful an action the Articles of Assosiation give lerme o. L. & S. Building Society. on the various systems of the sufficiently wide powers as to, and In those cases the directors were body which have been affected do not restrict, investments, the aware of the true facts, and ought by the discaso.

Sanatogon has been proved to directors may make advances on not permit them to make the pay be more easily digested than any securities of a speculative nuture ments or advances which they other food preparation. It, there- (She field, cto., Suciely v. Aizewood made. But directors who pay fore, puts the minimum strain away the funds of the Uom on the weakened organs of pany honestly, and reasonably digestion.

to have known that the law did

MANUFACTURERS AND IMPORTERS.

HEAD OFFICE-

7, Jinkee Road,

Shanghai. Telegrama Gaaleotrio.

16, Des Voux Road, Hongkong. Telephone 518. Telegrams" Sparkless,"

MANUFACTURERS of Complete Electric Plant, Power Schemes

WORKS.

44 Ch. D. 412).

But the directors may not balioving in a state of facts It has been described by and Complete Telephone Installations. invest the Company's money in which would justify the pay doctors as a "food which is all the purchase of its own shares ment, will not be held liable food and no waste"; therefore, to refund the money so paid by it cannot irritate the intestines (Land Credit Co. of Ireland them if it ultimately turns out which, in dysentery, are peculiar Fermey L. R. 5 Ch. 763, Trevor that upon the true facts the pay-ly sensitive to any irritating LONDON, WITTON, MANCHESTER, BIRMINGHAM. s. Whitworth 12 A. C. 400); nor ment was ultra virs. This was food.

LARGE STOCKS held of all Electrical Supplies, Wires, Cables It has a powerful tonic and may they invest on other securi- so held in the case of Inve

Kingston Cotton Mill Co. (1896) restorative effect on the nervous Fittings, Shades, Bells, Telephones, Batteries, Switchboards and tios whereby any future liability1 Ch. 331 where the directors system, because it contains. the Switch Apparatus, 'Steam Dynamo Sets, Motors, Are Lamp Carbons, may be incurred or which are had paid away dividends in the salt of phosphorus which is found Robertson Lamps and Osram Metal Fliament Lamps. unauthorised by the "objects" honest and reasonable belief that in them; it, tlierefore, feeds the the roquisite profits had been brain and the nerves in the most

of the Company as defined in its earned. It is necessary, however, perfect, as well as the most rapid, Memorandum (Joint Stock Co. in order to escape liability for a manner.

v. Brown L. R. & Eq. 381 and ses misapplication of the Company's By reason, too, of this phos British Nation Association 8 Ch funds, that the directors should phorus salt, which that distin- D. 079, Royal Bank of India have had reasonable grounds for guished physician, Sir William belief that the facts were such Gowers, and other eminent mon, L. R. 4 Ch. 252),

as to legally justify them in have shown to be of primary And, apart from investments making the payments. It is not of surplus or reserve fauds, no suficient that they should have tho ex- blindly believed in

portion of auch funds may be istence of such facts without used by directors for purposes enquiring into them. They aru otherwise than those which are nevertheless entitled to rely on the apparently for the benefit of the reports, and information, made, and given, to them by the au- Company. Thus in the caso of ditors, and the manager of the Studdert v. Grosvenor 33 Ch. D. business of, the Company, unless 628, where the directors paid they have reason to suspect the osta of certain proceedings integrity of those officers. instituted by them for libol,

out of the funds of the It is expressly provided by Sections 113 and 114 of tho Or Company, it was held that, as

dinance (Sections 112 and 113 the libels were not direct labels of the Act of 1908) that auditors on the Company itself, those costs must be appointed by overy Com- ought not to have boon paid pany at each annual meeting, to out of the Company's funds whom powers are given to insist upon being furnished at all times but following the decisión in with complete information as to Pickering v. Stephenson L. R. 14 the state of the Company's affairs. Eq. 822, the Coart refused to This being so it may be expected order the directors to repay the that very few instances will here-

money. In the later case of

Feel v. L. & N. W. R. Co, (1007) 1 Ch.5, where the directora had

|

GRAVING DOCK

7871t, by 88ft. by 84ft, Gin. Pumps empty Dock fa 23-4 hours.

Bell, C. D. J. Parnie, J. Blackett, Mr. and

Mia. W. L. Bowack, G. Barit, W. H.

Bainana, F.

Bridges, H.

Lloyd, G. T. Morer, A. Mackto, D. D. Macko, Mr. B. H.

Maitland, Mr. and

Mro. D. P.

Macqueen, T. M.

Makin, H. R.

Haniott, Dr. O. Mamhall, Misso

V. M.

Marshall, W. B.

|

Hurtado, E. L..

Irenman, Dr. and

Mr. W. J. Iaum, Capt. B. Jackson, Ü.

| Jocoph, M. A.

Kopp, W. B. Kruraman, A.

Joseph, R. M.

Warren, E. J.

Waterzoan, E. J.

Watson, L.

White, Mr. & Mrs,

H. L. H. Whitmersh, A. White, D. Wilford, F. C. Wiseman, A. H. Wilkinson, M. Wilkinson, Jr.

GRAND HOTEL

Bartlett, Mr. & Mrs, Hilyard, Rov,

and family

Martin, Mr. J.P. Bater

Meines, Mr. & Ms. | Bellingar

Keyt, Dr. P.

Kinghom, Mr. and

Mrs. J. R..

Mrs. J. T. Wr. | Blanc, Mr. & Mrs. Lontesty, F. F.

Mercoki, J.

McKean, Dr. W Brulin, F.

Browne, Mr. and MeWilliams,. Mr. Chan Chi-lan

Mrs. A. Cady, C. H.

& Mm. C. F.Chanoj, G. A. MoWilliams, Miss | Connally, R. 8.

Carpenter, Miss E. Mickle, D. M. Crow, Mr. & Me

B..

Cattell, A. 8. Cattell, E. E. Clarko, Dr. FH. Compton, Miss N. Constantin, I. Coppo, M. Cox, F. B. H.

Crooch, G.

Curry, G. P. Davies, Hon. W.

Road, K., Davis, Mr. & Miss D'Oettingen, V. Donaldson, Ospt F. Dowden, Mias T. L. Dowdle, W. Drew, W. 0. E. E. J. W, Ebrealele, Mr. and

Mrs. H.-C.

FULL PARTICULARS AND ESTIMATE: GIVEN ON APPLICATION.

Erass, Mrs. Fabig, H. Fielding. H. N. Fisher, H. 6, Florin, A. G.

Fontans; Count

Countess do

Retall Agent in Hongkong—

WM, C, JACK & CO., LTD.

Telephone, 358.

14, DES VEUX ROAD.

Miler, Mr. and

Mrs. H. E. Miller, G. E.· Milos, Mrs. and

Miss J. C. Michalmors, E. V. Morrie, J. Napier, J. Nichole, J. C. Negrier, Gen. Sir F., K.O.G.V.. Northcombe, Capt.

and Mrs. F.D. Odom, F.S. Phipps, Mr. and

Mis. L. E. Fitman, H. H.. Rao, A. Li. Randall, Miss E.

D.

Bay, E. H. Raymond, E. M. Reny, Mise F. Rhoden, A. K. Rideabaugh, Mrs.

and Miss Ritson, F. K. Robbins, F. L.

Fonlaus, Miss F. Rodyk, Mr. F.

do

Forrester, J.

Forst, H.

Freeman, J. H.

[59

Fuller, Desm Garrett, Mr. & Mrs.

E. E.

SHIPBUILDERS, SALVORS, AND REPAIRERS, BOILMAKERS, FORGEMASTERS, BRASS AND IRON FOUNDERS, DONSTRUO- TIONAL, ELECTRICAL AND MECHANICAL ENGINEERS.

Modern Appliances for quick construction and repair of Ships

Engines, Boilers, Railway Rolling Stook, Bridges, and all Ulasses of Engineering, Iron and Wood Work Electri- cal Drives, Hydraulic & Pneumatic Tools, installed

throughout the Works,

50-ton Hydraulic TESTING MACHINE for Chains, Wire Ropes, Rivets and Metal Specimens.

TAIKOO

DOCKYARD & ENGINEERING CO.

· TAIKOO · DOCKTAKONÚ

LIMITED ONG ddrwar

THREE PATENT SLIPWAYS taking vessels up to 8,000 tons displacement, providing conditions for psialing ships with most affolent result 100-Tox ELECTBIO URANE ON QUAT→→→→ ELECTRIC OVERHEAD CRANES THROUGHOUT TUM SHOT RAYONG UP TO 100 Tonn

Fstimates given for Dosking, Repairs to Hall and Machine'y, Constructions! Work. Marianne AND AGENTE:

after arise of million BUTTERFIELD & SWIRE,

directors of funds of the Company; The requirement as to the spi pointment of auditors, and alte

HONGKONG

Glaubert, B. George, Mr. & Mrs.

F. J. George, Miss Gibson, H. E. Giles, Mr. and Mrs.

Rote, U. H. Borenstock, O. M. Schollkoff, Mira A Scholts, Mrs. and

obilt

Bill, Mr. & Mrs.

8. J. Silvorsen, Mr, and

Mr. C. Smith, Mr. & Mrs.

K. F. Schwolke, W Slingsby, A. Sai b, E. E. Gooner, Mr. and Sok mon, B. H.

Mrs, F. W. Goulbourn, V. Gould, Mr. & Mr.J, Gouli, Mrs. B. F. Gould, Miss

A. B.

Graves, O. B.

Grey, W. J. Grimshaw B. J. Hale, Mr. & Mrs.

B. A. Hall, Capt. T. P. Haya, Mma, T. H. Head, Mr. R. H.

Leonard, Mr. and

Mr.

Eydston, Mr. and

"Mrs.

cClintock MaCormack, G.

Mehta, B. K. Myall

Pond, L. Hr

Ridgers, A. L.

A. B... Evans, Mr. & Mrs.

· .Q. ix. England, George Gregory, M. Griffin, Payton Hamilton, Mr. and Taylor, B.

Mrs. Horbaaz, J.

Beng Joog

Snowdon, J;

Terasz, J.

Thol, P.

Howie, D.D., Bor. Tyler, B. M. Hobt. & Mr. Young, Miss.

Aston House.

Adair, H. Adams, H. O. Allix, R. Amalot, Mrs. J.

Baer, Mme. T. 8. Baker, Misa L. C. Barreto, Mr. B. da Barreto, Misa M. Barretto, Miss M.

F

Bargh, W. H. Bock, F. W. Birot, L.

Lapicatis, P. A. Lagebil, V. Mackellar, Dr. M. Mahr, Miss F. MoAdam, O. E. MayerMrs. B. Maxwall, Mr. and

- Mrs. T. O/ Mirylon, O. M. Morgarl, 0. Morrion; Mix,;

de

Moritz, KC

Br dt, Mr. & Mrs. "Morton, Mr.

C. E. & family Branson, D. P. Urown, B. P. Browa, A. H ̧ Bower, Ber. and

Mrs. H. G. Cherry, B. Christiansen, Capt. Delgado, F Feinstein, J. Gay, F. O. Graphum, H. Granado, A. Hanford, G. W. Hellman, E.

Hellion, M

Musso, di Oslolo

V. P.

Postle, Miss M. Pinion, T. R. Plug, H. Philpy, Miss Pegram, Mr.a

Rameen, C. L. Raberd, H. W,

Rice, H. O. Boberts, Miss T Bogen, C. E Bocanthal, F. Runciman, B. W. But Bhebobalone Mr.

Bughan, Mr. And; Land Mon."

Mrs.

James, Mr. & Mrs.

Morgen de Jessen, Mr. E V Joseph, L King, Mrs. King, Mr. & Mr.

W.RA Lbyd, Mme.

Spalding, G. B: Spalding, Dr. and Mrs. A. D. & inft. Spitt's, J. Birand, J. X. Stenfeld, 1.... Blanford, W. E.O, Blakes, Mier - Bquare, Mim W. Baiser, Lt and

Mm. O. E. Stes, His S B. Steel, Mr. W. W. Hester, Miss J. C, G. Hexerton, C. A. Stuart, L. M. Ham, O. D. La Butherland, T. D. Hormanns, J.M.P. Swift, G. W Hewett, Hon. K. A. Taylor, Mr, &MCA Hawell, Mrs. B. A. Tosts, G. B.

Hladin. A. B. C. Tobis, R. J. Bifold Dr. and Uyanna, (E

Adams, Mr. & Mr.^)

· & 3, childom Aston,, Limat., and

Mrs.

Sherlock, Mi Stanhope, Mr. and

Nà. P. A

Zam, P.