An extraordinary general meeting of shareholders in the Yangtsze Insurance Association, Limited, was held on Monday at 2.30 p.m., at the Offices, 22, the Bund, There were present Messrs. J. M. Young (Chairman), H. J. Such, T. Wood, B. A. Clarke (Directors), W. S. Jackson (Secretary), Herbert Smith, C. W. Hay, J. P. Roberts, J. A. Stewart, A. C. Hunter, 'A. Cushny jr., W. A. Oram, A. McLeod, E. B. Skottowe, J. Ward' Hall, R. L. Smith, 'T. Weir, F. Rinkel, RB.' Hough, LIH. J. Dyer, J. Chambers, J. A. Sullivan, and J. A. Tsylor, representing in all 6,883
The notice carvening the meeting having been read by the Secretary, The Chairman said:—Since you met in May last there have been many events affecting the Association and causing changes in the Board of Directors. It is with deepest regret I would refer to the last sad event, the death of Mr. Rubt. Mackenzie, whereby the Association and Board have lost an invaluable director colleague. j On the resignation of the lute Secretaries, Messrs, Russell é& Cv., and of Mr. Vincent Smith, the Chairman, your remaining Directors at once took steps for the security and furtherance of the interests of the Association, They appointed Mr. W. Jackson Secretary, and removed the offices to the present premises. Mr. E. 0. Arbuthuvt resigned his seat on the Board on his departure fur Europe and Mr. G. H. Wheeler also resigned. Mr. H. J. Such accepted an invitati in the Board and Mr. R. Simpson Shaw was chosen Chairman, "Mr. Robert Mackenzie and subsequently Messrs. B. A. Clarke and T. Wood also joined the Board. Mr.
Shaw resigned on going home, other Directors elected me to take his place as Chairman, and elected Mr. H. J. Such as Deputy Chairman and that is how I have to-day the honour to address you. This i extraordinary meetingcalledforthe purpose, as set furth in the notice which has been in your hands for some little time, and which haa also just been read by the Secretary, of passing certain resolutions, which will be duly put before you to vote upon. I must explain, however, that if carried by the re-issite majority at both this and the eonfirmatory meeting to be held this day fortnight, it will still be necessary to apply for and obtain the sanction of the Court at Hongkong to the alterations proposed before the same can take effect. The altera-ti in the Articles of Association are mostly called for in consequent Russell & Ca. having ceased to be the Secretaries of the Company, but there are also some other alterations which your Directors ually recommend as necessary ble for the satisfactory working of che business. The proposal to return part of the paid-up capital is practically what was agreed upon at the private meeting in May last. The regrettable suspension of the late Secretaries and events connected there-, though not very much, as it would probably not have been deemed prudent to return a portion of the capital until our risks had been somewhat lessened, as is now the case, through our having very considerably cut down the business we were previously doing i London, having after careful exa autisticd ourselves that the results London business have been most unset factory, an with a view tu further reductions in London that we ask for power under Article No, 84 of the Articles of Association to make such changes there as we may find necessary or desirable.
With regard to the 1,052 shares which the company had to buy from dissentient shareholders in the old company at the price awarded by the arbitrators, your Direc tors do not recommend the cancellation of the same as was suggested at the private meeting last year, and they have deemed it best to retain those shares on the register and treat them as part of the company's property. Your Directors propose to write the value of these shares down to the paid-up value which is it present $100 per share, In view of the value of our shares being reduced by 40 per cent. it seems not unlikely that the time will come when we shall be glad to have those shares in reserve, and at our disposal, while no harm will be done by holding them. In conclusion I would say that the Association has been fortunate in retaining a large proportion of its old regular customers and in having received business from a good many new ones, as well as in being in friendly accord with the other local offices. The worst of the war of rates," itis hoped, is past, and your Directore look with con fidence to an early resumption of steady Dr J. Ward Hall said the shareholders of course understood that certain of the alterations were necessitated by the cos tion of Ruseell and Ca, to act as secretaries but it would be only fair to the shareholders toinformthem whether the other alterations were considered essential for the successful working of the company by their legal adviser.
The Chairman said they had been submitted for the opinion of the legal adviser, hud been revised and approved by him.
No futher questions being put, the Eh men said it would be better to take the resolutions on the paper separately, as. a matter of form; but he thought it right to state that if they were not all three carried they would be all but rendered inoperative, as they depended very much one upon another, and the rejection of one would interfere with the others being of any practical use.
The Chairman then move Such seconded, and it wi agreed That the Articles of Association be altered in manner following (a) In Article 69 after the words "five directors" in the second line, the followin, words shall be inserted, namely, The Boat of Directors shall select one their nuniber to be their Chairm:
Article 74 end with the words "immediate re-election," and the rest of the Article following those words shall be struck out.
(c) In Article 75 the words "+in accordance with the said agreement or" shall be struck out.
(4) Article 76 shall end with the word "vacancies" in the sixth line, and the rest of the Article following those words shall be struck out.
In Article 79 the words and bt kets in the first and second lines, namely, "(subject to the said agreement with Messieurs russell and Company)" shall be struck out.
(If) Article SI shall end with the word "Chairman" in the fourth line and the rest of the Article following those words shall be struck out.
(9) The following Article shall be substituted for Article 84, namely, "The Bourd of Directors may discontinue the present Committee in London and may appoint Comittee in London and in other places at their discretion and on such terms as to remuneration and otherwise as they may think (4) The following Article shall be substituted for Article 86, namely, "The Secretary shall be appointed by the Board of Directors for such period and on such terms as they may think fit"
(i) The following Article shall be substituted for Article 91, namely, "The Board of Directors shall invest the paid up Capital of the Association in. such securities and in such manner as they may think fit and from time to time may realize or vary such investments."
(j) In Article 101 the words " and last; the Capital" in the fifth line shall be struc! out and the following words shall be substituted therefor, namely, ' then the paid-uj Capital and lastly the reserved or unpale Capital."
'E) In Article 112 the following words in the first and second lines, namely, "and to the said agreement with Messieurs Russell and Company" shall be struck out.
(1) In Article 113 the following words in the fourth and fifth lines, namely, subject to the said agreement with Messieurs Russell and Company" shall be struck out.
(m) In Article 114 the following words in the first and second lines, namely, "and to the said agreement with' Messieurs Russell and Company" shall be strack out.
(n) In Article 115 the following words in the first and second line, namely, and to the said agreement with Messieurs Russell and Company" shall be struck out."
Text read from the printed page and cleaned; old type leaves the occasional error.