income and expenditures conneceted with the company's business. "The actual condition of the company's work in general. "ARTICLE 22.-Without the permission of the Government the company shall not dispose of its principal rights and properties; nor give the same for security.

"ARTICLE 23.-When the Government deems it necessary, it may order the freight charges to be reduced, but only under special conditions.

"ARTICLE 24.-The Government may, when it deems necessary, order the company to make new works arrangements or modify the existing ones.

"ARTICLE 25.-At the designation of the Government the company shall be under obligation at any time to place the railways, land and any other articles at the service of the Government.

"ARTICLE 26.-The Articles and paragraphs relating to the funds to be supplied by the Government and the Government guarantees mentioned in the present order shall be confirmed upon the approval of the Imperial Diet."

"THE ARTICLES OF INCORPORATION OF THE SOUTH MANCHURIA RAILWAY JOINT STOCK COMPANY.

CHAPTER I.-General provisions.

"ARTICLE 1.-This company shall be called the South Manchuria Railway Joint Stock Company and is established in accordance with Imperial Ordinance No. 142 of 1906 and in obedience to the Order of the Imperial Japanese Government.

"ARTICLE 2.-The liability of the shareholders of this company is limited to the value of the shares owned by them.

"ARTICLE 3.-This company shall establish its head-office at Tokyo and its branch office at Tairen [Dalny].

"ARTICLE 4.-The objects of this company are as follows: "1. To engage in the transportation business of the following railways in Manchuria:

"Tairen-Changchun Railway.

"Nankuanling-Port Arthur Railway.
"Tafangshin-Liushutun Railway.

"Tashichiao-Yingkow Railway.

"Yentai-Yentai Coal-Mine Railway.

"Sukiatun-Fushun Railway.

"Mukden-Antunghsien Railway.

"II. To engage in the following lines of accessory business for the benefit of the railways:

"Mining, especially the operation of the coal mines at Fushun and Yentai.

"Water transportation. "Electrical enterprises. "Warehousing.

"Business relating to the land and buildings on the land attached to the railways.

"Any other business for which the permission of the Government may be given.

"ARTICLE 5.-The capital of this company shall be 200,000,000 Yen. However, the amount of the first subscription of shares shall be Yen 20,000,000, not including the shares to be owned by the Imperial Japanese Government. The second and subsequent subscriptions shall be opened from time to time, as necessity may require, upon the resolution of a general meeting of the shareholders.

"ARTICLE 6.-The public notices of this company shall be published in the newspapers in which the public notices of the court of law are published to whose jurisdiction the company is subject in Tokyo [the location of the head-office], and in the newspapers in which the public notices of the Government General of Kwantung are published at Tairen.

"CHAPTER II.-Shares.

"ARTICLE 7.-The share certificates of this company shall all be registered, and each share shall be two hundred (200) Yen.

"ARTICLE 8.-The certificates of shares of this company shall be of the following seven denominations:

"One-share certificates "Five-share certificates

"Ten-share certificates

"Fifty-share certificates

"One hundred-share certificates "One thousand-share certificates

"Ten thousand-share certificates

"ARTICLE 9.-The certificates of shares of this company shall bear the name of the company, the date of registration, the total amount of capital, the amount of each share, the amount paid up,

and the number of the certificate. They shall bear the signature and seal of the President.

"ARTICLE 10.-As to the payments upon the shares, twenty (20) Yen per share shall be paid in at the first call. For the second and subsequent calls on the shares, the President shall determine the amount to be paid in as well as the time of payment, and notice of the same shall be sent to each shareholder at least sixty (60) days in advance. However, each call on the shares shall not exceed twenty (20) Yen per share.

"ARTICLE 11.-If a shareholder fails to make payment by the date fixed for payment on the shares, delay interest shall be charged him at the rate of four (4) sen per day per one hundred (100) Yen on the amount due.

"ARTICLE 12.-If a shareholder fails to make payment within fifteen (15) days from the date fixed for the first payment on the shares, the company may demand that payment be made within thirty days; and if the money is not paid in by that time the company may notify him that his rights as a shareholder of this company shall be forfeited.

"In the case mentioned in the previous paragraph, where rights are lost, the application money previously paid shall not be refunded.

"ARTICLE 13.-If at the second and subsequent calls on the shares a shareholder fails to make payment within fifteen (15) days after the date fixed for payment, the company may notify such shareholder that payment must be made within thirty (30) days, and that, in the case of failure to comply, his rights as a shareholder of this company shall be forfeited.

"When, in the case mentioned in the previous paragraph, a shareholder has forfeited his rights as such, the company shall notify each assignor [i.e., one who has previously held the shares] of shares that payment must be made within fifteen (15) days, and the assignor who first pays the amount in arrears shall acquire the shares. If no assignor pays, the company shall sell the shares at auction. If the amount realized by the auction is not sufficient to cover the amount in arrears, the previous shareholder shall be required to make good the deficit. If the previous shareholder does not make good within fourteen (14) days, the company shall demand performance of the assignors.

"ARTICLE 14.-The liability of the assignors mentioned in the preceding Article is extinguished after two years from the time when the assignment was entered in the Register of Shareholders.

"ARTICLE 15.-If a company or any other legal person, public or private, owns the shares of this company, it shall appoint its representative and have his name entered in the Register of Shareholders of this company. If shares are held by two or more persons in common, they are required to appoint one person to exercise their rights as shareholder. Persons holding shares in common are jointly and severally liable to the company for the payment upon the shares.

"ARTICLE 16.-When shares are to be assigned, the parties concerned shall make a written statement in accordance with the form prescribed by this company and apply for the alteration of the certificates of shares. However, when a person inherits shares by virtue of succession, bequest or any decision rendered by a court of law, such person is required to attach to the statement referred to a certificate of the census official or other documents as evidence that the company may deem necessary.

"The assignment of any share shall not be valid unless the name and domicile of the assignee are entered in the Register of Shareholders and the name of the said assignee is entered on the share certificate in question.

"ARTICLE 17.-Should any certificate of shares be destroyed, mutilated or lost, the shareholder may apply for a new certificate of shares by presenting to the company a statement giving the facts in the case and signed by two or more persons as guarantors. However, in case of loss, a public notice to that effect shall be given at the expense of the applicant, and the new certificate of shares shall be issued only when no objection is raised within sixty (60) days from the date of the said public notice.

"ARTICLE 18.-If any shareholder wishes to change the denominations of his certificates of shares, the said certificates shall be presented to the company together with the application.

"ARTICLE 19.-For the registration of a change of an owner's name on a certificate of shares, the issue of a new certificate of shares or the alteration of the denomination of a certificate of shares, the prescribed fees of the company shall be collected from the applicant.

"ARTICLE 20.-During a period not exceeding thirty (30) days immediately preceding each ordinary general meeting of shareholders, the company shall suspend the assignment of shares.

"CHAPTER III.-Shareholders.

"ARTICLE 21.-The shareholders of this company shall be limited to the Governments of Japan and China, and the subjects of Japan and China.

"ARTICLE 22.-The Imperial Japanese Government shall furnish the following properties as capital, and the company shall deliver to the Government five hundred thousand (500,000) shares, amounting to Yen 100,000,000, which is the value of the said properties:

"The existing railways (except the rolling stock now actually in use, as well as the rails and accessories of the MukdenAntunghsien temporary railway).

"All properties attached to the railways referred to, except such properties within the leased territory as may be designated by the Government.

"The coal-mines at Fushun and Yentai.

"ARTICLE 23.-Each shareholder shall have the right to one vote for each share owned by him.

"ARTICLE 24.-The shareholders and their legal representatives shall report to the company their domiciles, names and a copy of their legal seals, when they acquire shares. When any alteration in the above facts has taken place, similar measures shall be taken.

"CHAPTER IV.-General meeting.

"ARTICLE 25.-An ordinary general meeting shall be called by the President twice every year in the months of June and December. An extraordinary general meeting shall be called by the President when the President or the Inspectors deem it necessary to do so, or when the shareholders owning at least one-tenth or more of the total number of shares have presented a request to that effect, stating the object of the general meeting and the reasons for calling the same. When the shareholders have requested a general meeting to be called, the President shall take steps for calling the same within fourteen (14) days.

"ARTICLE 26.-The discussion at a general meeting shall be confined to the subjects previously announced.

"ARTICLE 27.-The date, time and place of a general meeting shall be determined by the President, and a notice to that effect shall be sent out to the shareholders at least thirty (30) days in advance of such meeting.