Managing Director or in his absence by the other Chinese member of the Board of Commissioners, and by one foreign member.

"9.-The Managing Director shall whenever necessary consult the general Manager with regard to the affairs of the Railway and the Heads of Departments with regard to matters concerning their Departments; and the General Manager shall keep the Managing Director fully posted regarding the working of the Railway, supplying him with duplicate copies, if required by him, of all reports sent in to him [the General Manager] from all the Stations, shops, or offices, excepting such reports as relate purely to the technical working of the several Departments.

10.-The General Manager shall at such time or times as may be mutually agreed submit to the Managing Director a budget showing proposed expenditure (for new work, alteration, repairs, etc.). Such budget shall ordinarily cover a period of 6 months or one year whichever period shall be found to be most convenient. The Managing Director shall as soon as possible after receipt of the Budget consider and approve the same with such alterations as he shall think proper. No item shall be added to or omitted from the Budget by the Managing Director except after full discussion with the General Manager. It will be the duty of the General Manager to see that the Budget as approved by the Managing Director is strictly adhered to and that no additional expenditure is made or liability incurred without the authority of the Managing Director.

"11.-The Board of Commissioners shall ordinarily meet once in each calendar year. Such meeting shall take place as soon as possible after the conclusion of each financial year and the Board shall then receive and consider the Report and accounts for such year. Any member may call a special meeting of the Board Provided that the object of such meeting is notified to the members of the Board at least one week in advance and the consent of two members obtained for calling such meeting. The Board may at any time call upon the Managing Director to report to them on the affairs of the Railway.

12.-Accounts to be annually audited and report and accounts to be published in English and Chinese.

13.-These provisions are to be construed with Article 6 of the Loan Agreement and are only effective so far as they are consistent_therewith. Should they not prove satisfactory in securing the efficient control of the Railway, they shall be subject to revision and amendment hereafter.

"

Arrangement in connection with the_modification of the system of control as agreed upon in consultation between the Deputy Director General (Mr. Chung Mun Yew) and Mr. J. O. Bland, Representative of the British and Chinese Corporation.

"In pursuance of the Resolutions adopted by the Board of Commissioners at their meeting held on April 13th, 1908, whereby the control and supervision of the working of the Railway becomes delegated by the Board to its Chairman, Mr. Chung Mun Yew, with the title of Managing Director, it has been agreed that Mr. A. W. U. Pope, as Engineerin-Chief and General Manager shall be immediately responsible to the Managing Director (as representative of the Board's authority) for the details of the Railway's technical and General management; as the principal officer of the Railway Staff, he shall be responsible for the efficiency and general working of the Railway administration, and shall perform his duties under the direction of the Managing Director, in accordance with the arrangements hereby laid down and approved by the Board of Commissioners. For the purpose of effective management of the Railway, certain powers and discretions are delegated to the General Manager, and thereafter in turn to Heads of Departments, as hereunder specified, subject to modification or rescindment hereafter in case of need, by the Managing Director and/or the Board of Commissioners.

The Heads of Departments of Railway Administration are as follows:

The Secretary and Assistant General Manager.

The Engineer in Charge of Maintenance.

The Chief Accountant.

The Locomotive Superintendent.

The Traffic Superintendent.

The Medical Officer.

The Chief Storekeeper.

"The Heads of Departments shall prepare monthly Reports on the Working of their respective offices. These Reports, with the exception of the Chief Accountant's shall be forwarded to the General Manager for transmission to the Managing Director, who will cause copies to be forwarded without delay by the Secretary to the members of the Board of Commissioners.

"In addition to these regular monthly Reports, Heads of Departments shall furnish special reports or information on the working of their offices whenever called for by the Managing Director.

"The Chief Accountant's monthly Report shall contain a clear and complete statement of the Railway's accounts, in which Capital and Revenue accounts shall be clearly distinguished and in which all items of income and expenditure shall be properly allocated under their various headings; this report shall be transmitted through the Secretary for the information of the Managing Director, the Board of Commissioners, and the General Manager.

"As a matter of general practice the instructions of the Managing Director (as representative of the Board of Commissioners) will be transmitted to the Heads of Departments (excepting the Chief Accountant) through the General Manager, who will forward all important orders to be recorded and circulated by the Secretary in a general Order book.

"The General Rules of the Railway Administration in regard to leave of absence, medical assistance, free passes etc., will be determined by the Managing Director and General Manager in consultation, and subject to modification in case of need. Whenever employees of the Railway have any complaint or other official communication to make, they shall submit the same in writing to the Head of the Department concerned, by whom it shall be forwarded, with all necessary information to the General Manager, for reference to the Managing Director and (in case of need) to the Board of Commissioners.

"No Head of Department shall incur any expenditure on Railway account except such as is warranted by a standing authority, it will be the duty of the General Manager to see that all details of work sanctioned in the Annual Estimates are carried out by the various executive Department in a proper and efficient manner, and that the Estimates are not exceeded, under their general headings, without the authority of the Managing Director.

"Heads of Departments are authorised to appoint, promote, dismiss and reduce subordinates of the staff of their respective offices whose salaries do not exceed $50 per mensem, subject always to the financial exigencies of the Estimates, and the standing Rules of the Railway, as from time to time authorised. All appointments, promotions, dismissals, and reductions of employees drawing over $25 per mensem must be recorded in the Department's monthly Report. In the case of important Stations, the appointment, promotion, reduction or transfer of Station Master are to be made after consultation with the Managing Director and in accordance with the latter portion of Article 9 of the Board's Resolutions of April 13th, 1908.

Heads of Departments are authorised to grant short leave of absence to all subordinate employees in their respective Departments subject to the leave regulations of the Railway, recording in the monthly Report all leave granted to employees drawing over $25 per

mensem.

'Heads of Departments are authorised to issue cheque passes to all employees of their respective Departments and to their families in accordance with the Free Pass Regulations actually in force.

"Heads of Departments may draw stores required for the use of their offices etc., up to limits sanctioned in working Estimates, but no stores may be ordered or purchased by any Department unless specially authorised.

The special duties of Heads of Departments as at present approved and subject to modification hereafter by the Managing Director and/or Board of Commissioners are as follows:

"1. Duties of Secretary and Assistant General Manager.

"He shall conduct the general correspondence of the Railway Head Office, keep minutes and records of the official meeting of the Railway Administration: transmit the Chief Accountant's monthly Report and other Statements to the Managing Director and Board of Commissioners and General Manager.

"He shall keep in constant communication with the General Manager and shall assist him in promoting the mutual dependence inter-communication and harmonious working of the various Departments of the Railway. He shall act for the General Manager in his absence.

"Duties of Engineer in Charge of Maintenance.

"In matters of general administration and policy, the Engineer in Charge of Maintenance will receive the instructions of the Managing Director through the General Manager. He shall report through the General Manager in writing whenever necessary, on all matters affecting the proper maintenance of the Railway and shall be responsible for the same and for the discipline and effective organisation of the work of his Department. He shall certify annually in the Railway's Published Statement of Accounts as to the upkeep and condition of the line.

"Duties of Chief Accountant.

"The Chief Accountant's duties involving dual responsibility to the Chinese Government and to the holders of the Railway's bonds and profit certificates, it shall be open to him, while showing all due deference to the wishes of the Managing Director and giving effect to the latter's financial policy as laid down in the Annual Estimates, to report officially to

the Managing Director and to the Board of Commissioners in all cases where he considers that the action taken or policy contemplated may prejudice the rights and the interests of the holders of bonds and profit certificates.

"He shall countersign all cheques for expenditure on Railway account, as well as all indents for materials of foreign origin, whether purchased locally or from abroad, and shall be responsible for the monthly statement of such indents, to be circulated by the Secretary to the Board of Commissioners.

'He shall prepare for audit and publication the Annual Report of the Railway's receipts and expenditure, and be responsible for the accuracy of the same.

"The Duties of Medical Officer, Traffic Superintendent and Chief Storekeeper "Will be decided upon in due course by the Managing Director in consultation with the General Manager, and submitted for the information of the Board of Commissioners."

Note 3.

In connection with the purchase of lands under the provisions of this Article, see the following letter of agreement, addressed by the British and Chinese Corporation to the Minister of Communications, and accepted by the latter, October 30, 1913, as printed in Wang, p. 279:

Letter of Agreement regarding Purchase of Lands for Shanghai-Nanking Railway.October 30, 1913. "Peking, 30th October, 1913.

"The Honourable,

"Mr. CHOU TZU CHI,

Whereas, by the Shanghai-Nanking Railway Loan Agreement of July 9th 1903 it was provided, in respect to the purchase of land, under Article 7, that the cost of the land required in accordance with the plans of the Engineer-in-Chief and approved by the Director-General, should not exceed £150,000;

"and whereas it was further provided that an additional issue of bonds should be made in order to repay the sums spent in the purchase of land and that such bonds should be similar to the bonds of the Shanghai-Nanking Railway and have the same guarantee and same mortgage security and same treatment;

and whereas the land purchased within the Engineer-in-Chief's survey was paid for from construction account, and it is now desired to refund to construction account the sum thus expended by the issue of land bonds;

"I now have the honour to state the arrangements and conditions which have been agreed upon as follows:

"1. The Ministry of Communications (hereinafter called the Ministry') acting on behalf of the Chinese Government, authorises the British and Chinese Corporation Limited (hereinafter called the Corporation') to prepare Shanghai-Nanking Railway Land Bonds to a total nominal value of £150,000 in such form and for such amounts as the Corporation may decide in consultation with the Chinese Minister in London, by whom the bonds shall be signed and sealed in the usual manner as a proof that their sale is duly authorised by and binding upon the Chinese Government.

2.-The Corporation undertakes to purchase the aforesaid Land Bonds at the price of £92 for each £100 bond.

66

3.-The security for the land bonds shall in every respect be the same as for the Shanghai-Nanking Railway Loan Bonds, as provided in the Loan Agreement of July 9th 1903. 4.-Interest on the land bonds shall be at the rate of six per cent (6%) per annum payable half yearly on the dates on which the service of the Shanghai-Nanking Railway Loan is met, and in the same manner.

"5.-The bonds shall be redeemable at par at any time on giving six months notice, as provided in the Shanghai-Nanking Railway Loan Agreement, and subject to this provision shall at the latest be redeemed at par by the Ministry in five equal annual instalments commencing at the end of the sixth annual period, namely December 1st 1919, the amount required to be provided 14 days before the due date in accordance with Article 15 of the said Loan Agreement.

"6.-In the event of any bond or bonds being lost stolen or destroyed the procedure as laid down in the final paragraph of Article 1 of the Shanghai-Nanking Railway Loan Agreement shall be followed.

"7.-The funds furnished by the Corporation against these bonds shall be placed to the

credit of the Shanghai-Nanking Railway Improvements Account' at the Hongkong and Shanghai Banking Corporation London and shall thereupon be available to be drawn upon as required by the administration of the railway for the purchase of additional rolling-stock and for defraying the cost of such other improvements to the railway as may be decided upon by the Administration, under the approval of the Ministry, in order to increase the earning capacity of the line. Interest at the rate of three per cent (3%) per annum will be allowed by the Hongkong and Shanghai Banking Corporation London on the credit balance of the said account.

"8.-The Ministry undertakes to make all necessary arrangements for authorizing the Chinese Minister in London to seal the bonds without delay, and will transmit a copy of this letter of agreement to the Ministry of Foreign Affairs for communication to the Minister for Great Britain in Peking.

"9-This Letter of Agreement is in duplicate in English and Chinese and it is understood that in case of any doubt arising regarding the interpretation of its terms the English text shall rule.

"I have the honour to request that you will be good enough to signify your acceptance and confirmation of the arrangements and conditions herein contained by affixing your signature to the statement to this effect below, retaining one copy of the letter so executed for your files and returning the other to the undersigned. "I have the honour to be,

66

Sir,

'Your obedient servant,

"For the British and Chinese Corporation Limited.

I hereby accept and confirm on behalf of the Chinese Government the arrangements and conditions herein contained.

"(Signed) CHOU TZU CHI,

Minister of Communications."

NUMBER 1903/3.

GREAT BRITAIN AND ITALY.

Exchange of Notes respecting the Reciprocal Protection of Trademarks in China.*-August 7, 1903.

MY LORD,

(1).-M. Carignani to the Marquess of Lansdowne.

(Translation.)

Italian Embassy, London, July 30, 1903.

THE Government of His Majesty the King, my august Sovereign, being desirous of coming to an arrangement with the other Governments, with a view to secure the reciprocal protection of trade-marks in China, have now instructed me to bring the following to the knowledge of your Lordship:

1. In virtue of the civil and penal jurisdiction which is intrusted to the Consuls and Consular Tribunals of His Majesty the King of Italy, and which they exercise in China, they are competent to take cognizance of all claims which may be presented to them respecting the counterfeiting of trade-marks by Italian subjects.

2. So any claim which English manufacturers may have to present to them * Translation and text, as printed in Hertslet, p. 599.

in order to obtain protection for trade-marks, duly registered in the Kingdom of Italy, as against Italian subjects, shall henceforward be adjudicated, in the first instance, by the Consular Tribunal, and, in the last instance, by the Court of Appeal at Ancona.

3. The right of property in trade-marks is regulated in Italy by the Law of the 30th August, 1868.

I have the honour to request your Lordship to be good enough to take note of this declaration, and to inform me whether Italian subjects will be able to invoke the same legal protection in China, on the part of the English Consular authorities, in all that concerns their property in trade-marks duly registered in Great Britain.

I have, &c.,

CARIGNANI.

SIR,

(2).-The Marquess of Lansdowne to M. Carignani.

Foreign Office, August 7, 1903.

I have the honour to acknowledge the receipt of your note of the 30th ultimo, informing me of the desire of the Italian Government to come to an arrangement with His Majesty's Government for the mutual protection of British and Italian trade-marks in China, and stating that any claim which English manufacturers may have to present to His Italian Majesty's Consuls and Consular Tribunals in China, in order to obtain protection for trade-marks, duly registered in the Kingdom of Italy, as against Italian subjects, will henceforward be adjudicated, in the first instance, by the Consular Tribunals, and, in the last instance, by the Court of Appeal at Ancona.

In reply to your inquiry whether Italian subjects will be able to invoke the same legal protection in China, on the part of the English Consular authorities, in all that concerns their property in trade-marks duly registered in Great Britain, I have the honour to state that under the Order in Council of the 2nd February, 1899,† it is open to an Italian whose trade-mark has been infringed by a British subject in China to take proceedings against the latter in the British Court, provided that the consent in writing of His Majesty's Minister or the Chargé d'Affaires be obtained to the prosecution. Such consent, however, may be withheld if His Majesty's Minister or Chargé d'Affaires is not satisfied that effectual provision exists for the punishment in the Italian Consular Court of Italian subjects infringing British trade-marks.

A copy of your note will be sent to His Majesty's Chargé d'Affaires at Peking, and Mr. Townley's attention will be called to the statements contained in it as to the competence in such matters of the Italian Consular Courts.

I have, &c.,
LANSDOWNE.

For the relevant articles of the Order in Council of February 11, 1907, replacing the provisions of the Order in Council here cited, see note to the Anglo-American Arrangement concerning trade-marks in China (No. 1905/4), at page 505, post.