Page
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It was decided to make the amendment sug- restad.
Mr. HO TUNG-I move that in article 48 the words " without asigning any reason therefor beɛatrnok, sat and the words “upon which the company has a lien " be inserted instead,
The Chairman-The Artiole as it stands ongbles the directors to decline to register the transfer of any shares " without signing any reason therefor."
Mr. Ho Turg-I think that in a company like this there is no reason why the directors should✨ refuse to register any shareholder unless he ĝis detrimental to the company in one way or another. I have every respect for the present directors. I do not think thep would exercise that capricious power. Still, there is a danger that others might do so, and with the Board being, so small in number the power is capable of being extensive- ly abused.
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THE HONGKONG WEEKLY PRESS AND
[March 31, 1900.
| yearly meetings I do not see why we should | suggestion was adopted and the amendment was
not have them.
carried.
The CHAIRMAN-This is the question; as to whether we should hold half-yearly | or annual meetings. I have already given our reasons why yearly meetings are suggested. It | will save'a little money and a certain amount of work. However, we have no wish to press the matter.
Mr. P. JORDAN-May 1 ask what the sum saved would come to ?
The CHAIRMAN—It is rather difficult to say, Mr. Jordan. I should say the amount of actual cash saved would be confined to the printing expenses.
Mr. Lo Cabung Shui seconded Mr. Ho Tung's amendment, which was carried.
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The CHAIRMAN—Any more amendments, gentlemen ?
Mr. Ho Foor proposed that in Article 72 │“20 shares" be struck out and "five" shares
inserted in its place.
The CHAIRMAN-As the Article stands at present it gives one vote for every share up to 10 and another vote for every additional 20 shares, no shareholder to have more than 20 votes in all. Mr. ile Fook's suggestion is that for every additional five shares over ton a shareholder should have one vote.
Mr. BABBINGTON seconded.
Mr. VEITCH pointed out that a man with 1,000 shares would have 199 rotes instead of 20
s now.
carried.
Mr. Ho Torg-In order to carry out the
Mr. Ho Foox subsequently agreed to alter last amendment, I propose that the word "half" be inserted between the words "or. his amendment so that it would read that sn dinar" and "yearly in the following every additional ten shares over 10 a' share- The CHAIRMAN—It is only right to add, Articles, viz., în Article 56, line 4; in Article | holder should have one" vote, and this was gentlemen, that the reason of this clause | 62 lines 1, 812, and 16; in Article 63, | is to enable the directors to prevent objection-line 3 and 6; in Article 82, line 3; in able persons, or persons objectionable to the Article 87, line 1; in Article 90, line 5; in general interests of the company, from having | Article 108, line 1; in Article 112, line 2; LOOGS to the company's books. But we have no. wish to press it, and I will put it to the meeting
ME. DOUGLAS JONES-It mosas, to put it in plain English, that a rival by buying one share would be able to examine our books if he asked to do so and yon could not refuse him. If that is so I shall vete for the clause to remain as it is, bat if it is not so I can see no objection to the proposed amendment.
Mr. Ho TuNG-That is not so. Mr. LEWIS thought the clause should be eliminated altogether.
An
The CHAIRMAN-Will you MOTO amendment that the clause be strack out en- tiraly P
Mr. Lewis-If Mr. H● Tung will put it that
WAY!
The CHAIRMAN-Before we dispose of this clause we had better hear what the lawyer has ́to say on the subject.
owe
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in Article 114, line 2; and in Article 117, lines 2 and 6. I also propose that the letter "" be added to the word "meeting" in Article 63, lines 3 and 0; in Artiole 87, line 1; and Article 112, line 2.
Mr. Lo CHONG SHUI seconded and the motion was carried.
Mr. Ho TUNG-I propose that the words "with the consent of the Company in general meeting" be inserted in Article 96, line 16, be- tween the words “power” and “ to.”
The CHAIRMAN-This, gentlemen, refers to the power giva to the Board to appoint
■ sub-committee and to remunerate that sub. Committee without reference to the shareholders. It is continuation of the old Articles. Me Ho Tung, while agreeing that the directors should have power to appoint a sub-committee, directers should does not agree that the have power to remunerate themselves. Al. though it is very nice to have such a power we have no desire to possess it, and we entirely agree with Mr. Ho Tung. (Hear, hear.)
Mr. Lo CHUNG SHUI seconded, and the mo-
Mr. HO TUNG-In order to make the pre- rious amendment correct I propose that the figure "6" be substituted for the figure "3" in Article 99, line 8.
This was adopted.
Mr. LOOKER The reason for this clause is that if a registered shareholder owes the com. pany any money the directors will have some assets of his in hand-his shares, which they❘tion was carried. can look to for payment of this money. Unless you have this clause in, a shareholder may company a lot of money, sell his shares, the directors would have to register bie transfer; and would have no assets in hand. If the directors have power to refuse to re- gister the transfer, they could refuse until the shareholder has paid the money he is owing. The clause is inserted in all companies' Ar. ticles, whether here or at home. It has been adopted on the suggestion of some of the most eminent Companies' Counsel, and it is not to be supposed that they would insert such a clause in Articles unless they had some use for it.
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The CHAIRMAN-Has any gentleman any other amendment to suggest ?
Mr. Ho Foor proposed that the clause "Na one person shall hold in his own name more then one thousand shares,” he altered to "two thousand shares.”
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The CHIAMMAN-Gentlemen, are there any mere amendments?
There being no further amendments, the CHAIRMAN was about to propose a resolution, when Mr. Ho Tune asid-As to the ques tion of the Directors' fees, 1 think, and I speak with authority, having once been a member of the Board, that the successful conduct of this company's affairs must always depend in a great measure upon the energy, the intelligence, and the experience of its And for the reason, Board of Directors. that if this Hotel is to be well managed, and if the results of that management are to be sÜDOGSS- ful financially, it is savutial that the directors should be more than directors; they must be managing directors possessing a full and complete graup of every detail, a knowledge of the Chinese character, a business mind and an unt ring energy; they must in fact combine, in the aggregate, business virtues which it would be difficult to find in one individual man. Presuming for the moment that suob a man could be found, I have no hestitation in stating that he would require a larger European staff and a remuneration for himself which would entail an outlay far in excess of these increased fees, and it is doubtful even then whether the results would be better than under existing con- ditions (Hear, hear.) Gentlemen, even at the încreased cost proposed by this shange, we shall be getting our management very cheap indeed, and considering that when business was not se prosperous the directors worked for reduced fees, considering that the fall in exchange bas brought these fees to half their sterling value, and above all considering that it is our interest to secure a continuance of the present Board's services, I think that it would be not only an aot of grace but ́an act of justice that we should accord to them a scale of remuneration consis. tent with the good work they render to the company. (Hear hear.)
The CHAIRMAN -This is rather an imp rtant alteration. Now it must be self-evident to every business man that occasions may arise where s man largely interested in an opposition concern
Mr. ÜRAIEHAN Mr. Ho Tung and gentle might become possessed, and not necessarily with his own money, of a large number of bares, men, I beg to thank you on behalf of myself and co-directors most sincerely for the kind and so control the roting. You can concsive that it might be possible for such a man to words he has said and for the kind manner in which you received those words. We shall con- become a large shareholder and a large voter
tinue to do our best. I will now propose the for the distinct purpose of benefiting himself to the detriment of the company. (Hear, hear.) following resolution :-" That the new regala- That; gentlemen, is the reason for this alterations already approved by this meeting and for the purpose of identification subsoribed by the Chairman thereof be and the same are hereby approved and that such regulations be and the same are hereby adopted as the Regulations of the Company to the orʊlusion of all the ex- isting regulations thereof.""
· The CHAIRMAN—It seems to me that it would be better if Mr. Lewis would let Mr. Ho Turg's original-amendment stand. There appears to be some doubt as to what powers the directors might have if there be no suck clause, and you will all see the necessity of there being some such power given to them-power to refuse to register the transfer of shares from a shareholder who owes money to the company. There will be no harm in letting the clause stand as Mr. | tion. Ho Tung originally proposed it. The objeo- tionable feature of the clause, as we proposed it, | ment. will, have been eliminated,
Mr. Lo Chuure SHÙI seconded the amend. The CHAIRMAN, answering a question, said Mr. Lewis--I have not the slightest objeo- | there were 12,000 shares at present in the com. tion: The absurdity of the thing is what I pany.
Mr. VBITON—What is the opinion of the di. called attention to.
restors ?
Mr. Varron-I beg to propose that the olause stand as drawn i
Captain, GODDARD-up by the directors.
beg to second:
On the matter being put to the meeting Mr. He Tung's amendment was adopted.
COTTO
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The CHAIRMAN—My personal opinion is that the Artiole should stand as it is.
Mr. PARVITT—I am in favour of it being al.
tered.
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Mr. Hồ Tung seconded and the motion was carried.
Mr. VEITCH-At the confirmatory meeting I suppose you will have the now regulatione printed
The CHAIRMAN– You. That is all the business, gentlemen. We are very much obliged to you and exceedingly regret having kopt you so long.
Mr. Ho TuxG-I prepous that the word Mr. Ho Tung-I think that one thousand or " he struck out in the first line of two thousand does not matter much. If a Article 56 and of Artiols I11, and the word man wants to get more shares he can always get inserted instead, The iden is this; some one else to take them up for him. instead of haring a meeting onos, a year, we-
The CHAIRMAN-That is so. At present no The Times of Caylon gives the following yo always had a meeting twice a year, shareholder can hold more than one-twelfth of information :-Captain M. "C'Sullivan, former. ly of the R.A., arrived by the Bengal from the Though the expanas may be a little the share- | the total shares. holders have the mtisfaution of knowing exactly Perhaps Mr. Ho Fook will make his amend. | Far East, where he has be a travelling for how they stand every six months. If a Bank | ment to read that ne ono shareholder skall | some time, and is off by the Natal Line steamer like the Hongkong and Shanghai- Bank and... hold more than one-tenth of the total number to South Africa to see what he can of the
This ' fghting there. Gonsern like the Dock Company san have hälf. ' of shares for the time being issued.
No comments yet.
Private notes are available after approval.