1912-04-20 — Page 3

DIRECTORS AND THEIR LIABILITIES, DUTIES AND POWERS.

Foreword.

$1

THE HONGKONG TELEGRAPH, SATURDAY, APRIL 20, 1912.

power to borrow. "Ho is entitled of oxchango by one of the direc❝ran! question to be looked at in the sight. Now it is quite within to presume that the directors tors in the name of the Company "any case of this kind is this: the power of the Christian mon are acting lawfully in what they was held not to render the

Had the shareholders notice of and women of any town so to or- "do" - (Fountaine's ense at p. Company liable, the director the way in which tho affaire

CHEO

"know were every day boing well enforced that the average "dono, then I think they are de age of man, if the experience of barred in point of oquity from many recent years is to be taken, coming forward at a later period

W

90

Hotels.

HONGKONG HOTEL

A LA CARTE GRILL ROOM. · Now Open.

Hongkong, 20th April, 1911.

J. H. TAGGART,

Manager. [98

GRAND HOTEL,

Telephone 197,

F. REIOHMANN, Proprietor.

ASTOR HOUSE

(LATE CONNAUGHT HOTEL.)

292), unless the lender is himself not having acted "uuder the" of the Company wore being range its methods of public director of the Company, in authority of the Company" within conducted, and its property education as to achieve that vic- Tho article to-day deals with the which "the well-known the meaning of Section 17 of the "was being mannged. If tory, when they so determine.

power of directors of a trading

authorities" which make it un-Act of 1862 (Premior Industrial)]“ they had that notice and "I know a town where the necessary to see whether the Bank u. Carlin Co. (1900) if they were content not to simple health regulations are "so company to borrow money for the purposes of the company

internal regulations of a Com-K. B. 106).. Whore tho Articles

oppose those nots which they and shows the imperativoj

pany have been abserved or not of Association provide that the nooossity for the directors not

"(Howard, v. conduct of the business of the do not apply oxocoding. tho

Patent Trory Minfy, Co. 38 Ch. Company is to be rosted exclu- borrowing powors expressly conferred up-1. at p. 1701. Nor is a lender sively in the directors, the latter

them by the Articles of As bound to enquire into the pai-camot lawfully enter into an" for the purpose of undoing is sixty-seven years, well High MANAGEMENT & CUISINE UNDER EUROPHAN MANAGEMENI Bocation. It further deals with so for which the money is in-agrooment with the manager of a" what had been done."

the mark of three score and ton the question as to the right of tended to be applied. The mis-department that ho, and he alone, But in order that the stare indicated by Moses dearly forty 62) directors to delagato their application of it by the directors shall have power to manage the holtiors' nequiescence should ron- centuries ago. So many tears powers to others. They being does not avoid the loan, unless it business of his particular depart der valid tho unauthorised nets of which have novor flowed! themsolvos agents, cannot give em bo proved that the leuler went, without being interferod directors, the notice of such nots discretionary powers to others know that it was intended to be with by the directors, for this should be clear and unmistakable, many little graves which, were to net in their stend, uuloss mistpplied (Young v. David Taye would amount to a substantial It is, for instance, not sufficient never opened and never closed! they are expressly anthe isodi Co. (1904) 2 Cl. 608).

parting with the control of the for an item to appear in the Now it is quite in the power of If the Company is itself business expressly vested in the annual balance shoot of some the Christian men and women of} in do so by the regulations of. the Company, nor can they power to borrow money in ex-directors (Horn ». Faulder & Co. unauthorised payment, or invest divest themselves in favour of cess of the powers in that behalf 99 L, T. 524).

ment, unless its appearance is any town to enforce God's reign other persons of any of the conferred upon the directors, A mero delegation of any of their calculated to attract the attention and low in the mero matter of powers conferred upon them. the acts of the directors in powers by directors to a manger of shareholders using ordinary health so as to achieve such a excess of their authority may be would be intra vires, if authorised care (furzeltis case 42 L. T. 200), triumph as that, when they so (Continuel from bust Saturday) ratified by the Company, and by the Articles, for delegation But if it is so calentated to attract rendered binding (Ireme ». Union does not imply a denudation of attention, and the shareholders do

determine. Bank of Australbe 2 A. C. 300), power and authority Hath not choose to take any notice of "I know a county in Now .. It has held on many noensions,..

The directors aro. themelves Clarke 25 Q. B. 1. 391), and is now unquestioned law,

it, and to raise objection within England, as so do you, whero no that a trading Company has and personally liable to the lender for

In the case cited of Horn reasonable time, it will be difl-porson is imprisoned in the Honso implied power to borrow money The repayment to him, with under it was questioned by the cult for them later on to impesch for the purposes of its busines, interest, of monoy borrowed by learned Judge who decided it the transaction, for they may be of Correction. Ita neat, white-

Scasions: 10 ... to 19 Noos, Buch borrowing is not expressly them; ostensibly on behalf of the

5 mm. to 8 r.u. prohibited by the Articles of As Company, but in excess of their whether the directors could divost assumed to have approved of it. washed cells ate empty, thank

themselves of the control of part must be borne in mind, how God. The plates and cups and String Band will play at the above Hotel ovory Sunday, commenting from Bociation of the Company. But powers. By w bartowing they of the business oven if their sever, that it has been held that saucers in its pantry are never 4 p.m. to 10 pin.

the fact that that proposition has guilty of a breach of warranty doing were sanctioned by a ma-it is no part of the duty of taken from the shelvos. The use-

at they possess the required

Borrowing Powers,

"beun confined to commercial or

a

QUEEN'S ROAD, HONGKONG. CENTRALLY tasted, up-to-date Hotel, Recently movaled, and under entirely Now Management. Largo and Comfortable Rooms, Excellent Cuisine ander the supervision of an Experienced FRENCH CHEF, and separate Tables, Hot and Cold Batis. Elostris Light thronghoul. Terms moderate, First Class accommodation for Families and Tourists.

For particulars and rates apply to

Telophone. 170

Telegrama "Astur,”

at

PROPRIETORS.

OPEN AIR SKATING RINK BELLE VIEW HOTEL

Telophone No. 807:

[24

2 rat. to 4 mx. Admission 25 cants, 0 r.x. to 11 г.x. Admission 50 cents.

W. GALLAGHER, Manager, [16

"trading Companies goes strong-/authority (Wedin &. Propert 1. Prity of tho Company, so lang ng sharehollor to look into less bolts rust in their rusting THE TAIWAN

[the Articles stood as they existed. the management of the business.

From this it might be contended He has a right to leave, the staples."

"ly to show that a power to borrow. p. 127, Firbanks Erectors "is not implied where the body in Humphreys 18 Q. 1. D 54).

that where the powers' of direc-management in the hands of And in answering the inevit- "question is other than a couner- Delegation of Powers,

tors, as regards delegation and those to whom he has confided it, able question, "How can such "cial undertaking" (Buckley J. Directora, being themselves otherwise, are limited by the and to assume that they are in re Badger, Manaell v. Cobham agents for the Company, the well Articles of Association, even "doing their duty. It is not conditions bo brought about?" (1905) 1-Ch. at p. 574). So that known maxim delegatus non a majority of the members!"enough to show that they might Dr. Halo in this same sermion where the business of a potest aleigure applies to them; cannot extend those powera, "have becomo acquantad with the suggests the following. pro- Company is not that of and they are therefore, unable to unless and until the Articles "mismanagement of their affairs. carrying On

undertaking it is necessary that

to

t'. London & Northern

SHORT SERMON.

The kingdom of God is at hand.-Matthew, iv, 17.

"We mean to have it as lovely

as the villages on Lake Como;

"We mean to have its morals and manners as pure ̈as if it were the home of Oborlin;

"For whatever other rango of learning, our schools and libraries shall be such as Horace Mann and Robert Owen never dreamed

of;

"For the search after truth, we mean that these people shall be se eager as the noble Jews of Berea:

"Life shall be simple hera яR if we lived in the islands of the blessed;

a. commercial delegate their powers to others are themselves altered to on" It must be shown that they did grammo

unless expressly authorised to double this being done. But so long "so" (Lord Cranworth "LO, in

"To bogin with, we have to it should be expressly stated so by the Articles of Association, as the objects of the Company Stanhope's case LR. 1 Ch. at p. see that this village is as healthy in its Memorandum of Associa or by the Company in General permit of the proposed extension, 170). It may nevertheless so be as those happy hamlets on the tion that one of its objects is the Moeting: (Cohle v. Becke 6 Q. Bit is submitted that a majority of shown if clear notico has been Cordilleras; borrowing of monoy. Butthin is 136 Howard's Case, L. R. Ch memberssuflicient to passa special given to every shareholder of not necessary in the ease of a 561). But, inasmuch as it is fre-resolution could give the required precisely what has been done, trading Company, the objects of quantly very ecceBary that

authority-o.g. if one of the ob-and if each has impliedly assorted which are expressed to be the authority should be given to di-jeets stated in the Memorandum thereto by his omission to raise carrying on of a commercial reotors to dologalo their of Association of a Company were objections. business, for these objects imply powers to other (especially sell its whole undertaking to An act done by the directors a power to borrow for the purposes when the businoss of the.nother Company, for shares or or by any person to whom they of that business. It is nerortho- Company is principally car atherwise, a majority of members have delegated authority, cannot

"For children born apt for art, less usual to set out in the Mo-fried on in some part of the world could authorise the directors to be rendered valid by the express there shall be advaniagos na morandum of Association of a other than that in which the negotiate and to enter into ar implied ratification of every in-genuine, though they bo not as trading Company that one of the directors reside) it is usual, entiact for such sale, and dividual shareholder, if it is an largo, as at Milan or Florence; objects is to borrow money, and by the Articles of Associato delegate the authority so given net contrary to the provisions of to give security for the repay-tions, confer authority them; and this, although a statuto, or beyond the powera ment of that money. And it is on the directors to delegate cortain mino ity might be prejudiced by of the Company itself. (Ashbury further usual for the Articles or all of their powers. The ho terins of the sale, (Soo Co. v. Richie L.R. 7 H.L. 663). of Association to give express authority to so delegate is, of Vall power to the directors from course, invariably confined 10 Aserts Co. (1808) 2 Ch. 480), time to time, at their discretion, such powers as are expressly con In any case, although tho direc- to borrow money for the forrod upon the directors themtors might exceed their powers purposes of the Company, Bat elves by the Articles of Associa in entering into a contract, by in order to enable directors to tion; and therefore it is necessary themselves, or by their agent, exerciso a power to borrow, it is for the Company to give further for the sale of the undertaking

nocessary that such an express authority to delegate in a of the Company, their act in a oxpress provision should be in-enso where the directors are doing may be ratified by the serted in the Articles, if (as is authorised to do something boompany, and the sale properly "When I say in the Lord's usually the case) the powers of yond that which they expressly carried out under Section 185 of Prayer, Thy kingdom: come, the Company itself are conferred cinpowered to do by the Articles, the Ordinance Section 102 of does it mean that I am asking upon then generally by the und which it is difficult or impos- the Act of 1908), if a special for this world to end?" said Articles (Patent Fils Co. L. R. sible for themselves to do person-resolution for the purpose ho o Oh. 83).

ally, The great majority of Com-assed (Clinch v. Financial young girl to the writer not long It is often advisable to expanies carry on business in the Corpin, L. R. 4 Ch: 117).

ngo. "If it does, I should not prosely limit the borrowing suno place where the directors powers of the directors, and this reside, and it is therefore gene acted entirely beyond the powers world to, end, at least before And even where directors havo say it, because I do not want this is generally done by providing rally provided by the Articles of conferred on them by, and in in the Articlos that the amount Association (as it provided indirect violation of, the Articlos borrowed by them shall not at Table A) that the directors of Association, it has been held any one time exceed the amount may delegate any of their powers in the case of Phosphate of so indicative of a wonder not So sincere was the query, and of the capital, or of a certain pro- only to a member or members of Line Co. B. Green L. R. portion of the capital, of the Com- their own. body. Where it is so. P. 43, that what they illogical to youth, that it

PL pany. But, when it is so provided, provided the outside public are the directors are entitled to br-entitled to presume that delegat have done may be ratified by the deserves more than a private row money up to that limit, not od authority has been given to mero acquiescence of the share answer. So, to the reader as"

holders, without any special re- withstanding the fact that all the the one director who purports to

to the youthful socker, is offered solution being passed. It was capital has not been called up, deal with them on behalf of the sad that the amount so borrowed Company (Tatlerdell v. Fareham further held in that case that it a part of one of the best, sermons exceeds the sum actually subscrib- Brick Co. R. R 1. C. p. 674, By- not at all necessary to prove ever preached on this subject,-27] ed English Channel S. S. Co. v. gerstaff, Rowart's Wharf Ld, dividual shareholder, but it is God" by Edward Everett Halo. the acquiescence of enel in- a sermon on "The Kingdom of Rolt 17 Oh: D, 715).

(1898) 2 Ch. 931 "Persons dealing sufficient to show that what was Where the directors exceed the "with Companies are bound to limit of their borrowing powera "look at what one may call the done came to the knowledge of

not

7

I die. "

After saying "when the Chri

a

the company is in no way bound outside position of the Company who had the opportunity and foundation truths, God can reign all who chose to enquire," and tian church falls back on the by their acts in this respect, and “—that is, to say, they must see the lender would not be entitled that the nots which the Company" that they did not choose to

means of enquiring. "The fact in this world," the grant preach-

16

to retain any securition of theie purporting to do are nots Company delivered to him by the "within the general authority of

enquire in strong evidence that or gives a simple and forceful directors, unless the money bor-" the Company", but they are nots of the directors at all God" in this world might be "they were satisfied to adopt the picture of what "the kingdom of rowed upon such securities had not bound to ascertain whether events and under whatever like a picture 'based on what been actually applied in payment the internal regulations of the circumstances, and to take the he knew to have been accom- of the debts and liabilities of company have been followed

"benefit of the arrangement the Company (Blackburn Build (County of Gloucester Bank made, by them in any form plished in certain places, ing Society v. Cunliffe 22 Ch. D. Rudry Merthyr Co (1805) 1. Oli. 61, Wenlock v. River Dee Co: 629)." They cannot, however, be

they thought proper". (Willes "I know a town where the allowed to assume in all cases

J. at p. 59). 19 Q. B. D. 155).

watchfulness ofor every child Although it is necessary that a that what is done is authorised It was similarly held by the born into it is so absolute, that person proposing to lend money by the Company, marely because House of Lords in the earlier case literally not one child escapes the to & Company, or to its directors o poreon doing it might possi- of Beans v. Smallcombe L. R. 3 on its behalf, should ascertain bly have been authorised to do it H. L. 249, in which Lord. Cairns luxury of an education. The of what (if any) barrowing powers by a delegation to him of the L. C. said: "If by acquiescence' ficials watch for each child of are possessed (Fountaine v power of the directors. Thus, is meant a course of conduct God na for hidden treasure in Carmarthen Ry, Co. L. R. 5 Eq. where the Articles of Association which amounts to active and deed. And literally every child 316), it is not necessary for him of a Company authorised the di-"intelligent consent, I think it to ascertain that all preliminaries rectors to delegate their powers" very likely that many of those who breathes God's air is sure at have been observal which are re-to any member of their body, and "shareholders could not be held least of intellectual culture, such

"And we believe there will

Under

RAILWAY HOTEL.

TAIPEH, FORMOSA.

the Dinost Management of the Taiwan Railway Dept

EXCELLENT CUISINE AND GOOD SERVICE, RATES

YEN AND Ur..

Unilouned hota, pester meals all rains and stearoori

Luggage are ranged for without any trouble to guests.

Hongkong, 1st Feb., 1912. [182.3

KING EDWARD HOTEL.

Undor Entirely Now

Management.

Thoroughly Renovated.

Excellent Cuisine.

H. HAYNES, Manager.

Hongkong, 16th Jan. 1912.

THE

ГОБ

GENERAL ELECTRIC CO. OF CHINA, LIMITED.

MANUFACTURERS AND IMPORTERS.

HEAD OFFICE-

7, Jinkee Road, Shanghai. Telegrams "Genleotrio."

16, Des Voeux Road,

Hongkong. Telephone 518. Telegrams Sparkless,"

MANUFACTURERS of Complete Electric Plant, Power Schemes come to us happiness, bocause and Complete Telephone Installations. sought for and did not find among we do not seek it, such as men

the Lotus-eaters and in Sybaris.

"Once offer a programme like

that, for the duty of a staff-officer

WORKS.

in bringing in the Reign of God. LONDON, WITTON, MANCHESTER, BIRMINGHAM.

and our young women of life, and our young men of 'courage, will hear you gladly-will enlist, and

HOTEL CRAIGIEBURN. pat their shoulders to the wheel."

LUNKET'S GAP.

The Peak, near the Tram Terminar. „Tal. 58. -

For Taims, apply to the

MANAGER.

GRAVING DOCK 7871t, by 88ft. by 84ft 6in. Pumps emply Dock in.

LARGE STOCKS held of all Electrical Supplies, Wires, Cables Fittings, Shades; Bells, Telephones, Batteries, Switchboards and Switch Apparatus, Steam Dynamo Sets, Motors, Arc Lamp Carbons, Robertson Lamps and Osram Metal Filament Lamps.

FULL PARTICULARS AND ESTIMATES GIVEN ON APPLICATION.

Retall Agent in Hongkong-

WM, C. JACK & CO., LTD.

Telephone, 358,

14, DES VOUX ROAD.

[59

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

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-Constructional Work, dan ke

MANAGERS/AND-ÅGEXTA :-

quired by the regulations of the one of its objecte was the draw." to have actively or intelligently as in other lands prophets and BUTTERFIELD & SWIRE Company to be observed before ing, sccepting, &o,, of bills of ex- consented to what was going saints have longed for, and have the directors can exercise their change, the sovepiance of a bill "on. But what. I think is the raited for, and have died without

HONGKONG, CHINA,