Yesterday afternoon an extraordinary general meeting of the shareholders in this company was held at the Shanghai Club. 'Mr. H. R. Hearn (Chairman) presided and those present were, Messrs. E. J. He 'A. McLeod, C. J. Dudgeon (Directors), near (Seoretary), Snethlage, J. Cooper, S. Wilkinson, (Legal Adviser) H. R. Kin-Davis, J. F. Seaman, F. Huchting,' F. Gove, J. M. Young, J. O. P. Bland, W. Lamond, Jr, and M. Wolff. The notice the meeting having been read The Chairman said—Before putting this resolution to you for confirmation I think it well to refer to some remarks touching it that appeared in a letter in the Mercury of the 20th of February. Criticism is wholesome, but I am happy to think our critic can [be fully met. The writer of the letter sug-Seen in accordance with the regulations of eststhat the action of the Directors has not
the company; and further that this resolution is also not in accord with them. These, it is true, say that the Directors may borrow only so long as they do not exceed a limit prescribed—the capital of the company. Our critic, however, has overlooked the wording in the article 54 that contains the very important exception that the limit is not to be exceeded without the sanction of the company in general meeting. Now itis open to a general meeting, either before or after the prescribed limit has been exceeded, to give its sanction to the excess actually incurred or intended to be incurred, and, -in proposing the resolution doin; ing contrary to the regulations, have adhered strictly both to the word and in avestan the Directors, so far from spirit of the regulations. In regard to this alteration in the regulations it is suggested that we have put the cart before the horse; that we ought to have had this Defore proceeding to get the sanction Of the company to the additional issue of debentures. We have not been out of order either on this point. All the borrowing powers of the company can, as I have said, be exercised bya simple resolution at a general meeting; the Directors, however, have felt that it was desirable, even after sanction obtained to the increased issue, that the limit named in the regulations should be the same as that put in the resolution. As to any excess over our borrowing power previous to this sanction, it was caused by temporary emergency' and it has been covered, as the regulations contemplate, by the resolution approving the accounts, The resolution, however, altering the regulations is shown to be a wise one in that it will remove the doubts of those interested inthe company. Before putting this resolution I invite you to make any remarks on it. (After a pause.) Then I beg to propose—was at the extraordinary general That the subjoined special resolution which
of February, 1896, be confirmed, meeting of the company held on the 11th day "That the Articles of Association be altered in manner following:—In Article 54 and in Paragraph (8) of Article 120 the word "twice" shall be inserted between the word "exceed" and the word "the."
Mr. E. J. Hogg seconded, and the resolution was unanimously agreed to.
The proceedings then terminated.
Text read from the printed page and cleaned; old type leaves the occasional error.