§49. In order to be valid, the decisions of the General Meeting must be adopted by simple majority of votes. The decisions relative to the questions specified in points 4, 5, & 6 of §51 must be adopted by a majority of two thirds of the votes; for those relative to points 5 & 6 of §51, it is necessary moreover that the shareholders present at the meeting should have at least either in their own names or as attorneys, one half of all the shares of the Bank. If these questions cannot be decided in the convened General Meeting nor in a subsequent General Meeting, a third General Meeting shall be convened, whose decision shall be valid without any regard to the number of shareholders present or of votes represented.

§50. The questions submitted to the General Meeting of shareholders shall be examined beforehand by the Board. In case any shareholder should desire to make a proposition or a complaint, even if this latter be directed against the Board, he shall have to present it to the Board. The Board may accept the proposition or reject it. If however the proposition or complaint is presented at least seven days before the General Meeting and is signed by shareholders possessing together fifty votes, it must be submitted by the Board with its conclusion thereon to the decision of the General Meeting.

$51. The following matters are exclusively within the competence of the General Meeting:

1) the election of the members of the Board,

2) the final approval of the balance sheet and of the annual account rendered.

Remark. In order to audit the account rendered and to examine the conduct of operations by the Board of Directors of the Bank, the General Meeting may elect a special commission.

3) The decisions regarding the establishment of Branches of the Bank.

4) The decisions regarding the modifications of the Charter or a complement to the Charter.

5) The decisions regarding the increase of the Capital of the Bank, in accordance with $8.

6) The decisions regarding the closing of the Bank and the winding up of its business.

§52. The General Meeting establishes itself the order in which all elections, to which it must proceed, shall take place.

§53. A General Meeting may deliberate several days, if necessary, but not more than one week. The Meeting itself also fixes the hours of the sessions.

$54. The decisions of the General Meeting rendered according to this Charter shall be obligatory for all the shareholders, whether assenting or not assenting, present or absent.

PART V. BALANCE SHEET

$55. The business year of the Bank shall begin on the 1st of January and end on the 31st of December, according to the Russian style.

Remark. In case the Bank should be opened after July first, the accounts of that year will be marged with the accounts of the following year.

$56. The balance sheet and the annual report rendered shall be printed at least two weeks before the day fixed for the General Meeting and delivered by the Board of Directors to shareholders who may wish to examine them before the meeting. After the General Meeting. 3 copies of the balance sheet and of the report shall be presented to the Minister of Finance together with the minutes of the proceedings of the meeting.

$57. The balance sheet and the annual report rendered shall be published in the "Messager Officiel," the "Messager des Finances de l'Industrie et du Commerce" and in three newspapers of St. Petersburg, Moscow and Paris.

Remark: The annual reports rendered as well as the monthly balance sheets containing all the operations of the Bank and of its branches, must be submitted to the Ministry of Finance, in three copies. The publication of said reports rendered and balance sheet in the newspapers above mentioned, may with the author

ization of the Minister of Finance, be made in abbreviated form, indicating only the condition of certain principal accounts.

§58. In the annual balance sheet doubtful debts shall be valued approximatively; Government and other securities shall be valued not above the price at which they were purchased. If however on the day, when the balance sheet is made, the market price of some securities is lower, such securities have to be valued at the market price.

PART VI. DISTRIBUTION OF PROFITS

$59. From the annual net profits computed after deduction of all expenses and losses, there shall be deducted a sum fixed by the Board to be employed for the remuneration of Managing-Directors and of Vice-Directors of the Bank, as also of the Directors and Vice-Directors of its branches. Besides, at least 10% of the net profits shall be set aside for the ordinary reserve of the Bank (§61). The balance of the net profits, in case it does not exceed 6% of the capital, shall be distributed among the shareholders as dividend. If the balance exceeds 6%, the surplus shall be employed as follows: 15% to the Members of the Board, 5% to the clerks of the Bank, (distributed at the discretion of the Board), and the remaining 80% as dividend to shareholders, or assigned to the formation of a special reserve, if the General Meeting should find it desirable.

§60. The payment of dividend is made after preliminary publication and against delivery of coupons. Dividends, unclaimed during ten years since they are due, shall become the property of the Bank. No interest will be allowed on unclaimed dividends.

Remark. The part of the net profits obtained upon the operations of the Bank in foreign countries by its branches shall not be subject to the taxes imposed upon the net profits of joint-stock companies in Russia.

PART VII. ORDINARY AND SPECIAL RESERVE CAPITAL

§61. The ordinary reserve capital of the Bank, destinated to cover possible losses resulting from operations, is formed by the sums retained each year for this purpose (§59), as well as by interests thereon. The formation of this capital shall continue until it reaches an amount equal to the half of the capital of the Bank. To this effect there shall be set aside 10% of the annual net profit until the ordinary reserve capital attains one third of the amount of the capital; when the reserve capital shall have reached this figure, there shall only be set aside 2% of the annual net profits until this ordinary reserve capital shall have attained the maximum figure above set forth.

The ordinary reserve capital shall be invested in Russian State's securities or in securities guaranteed by the Russian Government. When the ordinary reserve capital shall amount to a sum equal to 1/3rd at least of the capital, the General Meeting of shareholders may cease adding thereto the interest on it. If however it should become necessary in any year to use a part of the ordinary reserve capital in order to cover losses of the Bank, there shall be resumed in the following years the deductions from the net profits of the Bank to repay to the reserve capital the sums drawn therefrom and also the interest upon the said capital, until it shall reach again the prescribed sum. §62. The special reserve capital is intended to cover losses which might result from operations and to complete, in case of need, a dividend of 6% to be distributed to the shareholders. After the exhaustion of the special reserve capital, the losses of the Bank shall be covered from the ordinary reserve capital.

PART VIII. CLOSING OF THE OPERATIONS OF THE BANK

§63. The Bank may cease operations at any time, by virtue of decision of the General Meeting held in accordance with §49 of the present Charter. In case the losses of the Bank, not covered by its reserve capitals, should attain a sum equal to a quarter of the capital, the Bank shall be obliged to stop its operations and go into liquidation, unless the shareholders pay in the capital up to former figures.

§64. In case of liquidations of the business of the Bank, the General Meeting shall elect one or several liquidators and shall fix the order of procedure of the liquidation, in conformity with the laws.

§65. With the nomination of the liquidators shall lapse the rights of the Board of Directors; the rights of the General Meeting shall remain in vigour during the liquidation as before it. It shall have the right to audit the accounts of the liquidators and to grant release.

PART IX. GENERAL PROVISIONS

§66. All misunderstandings arising in the interpretation of the present Charter, shall be finally decided by the Minister of Finance, after hearing the report thereon of the Board of Directors.

§67. In all cases not provided for in the present Charter, the Bank shall act in accordance with the Russian laws now in force, or to be enacted, concerning joint-stock companies.

§68. The Branches and agencies of the Bank situated in Asia are placed under the protection of the representatives of the Russian Government and submitted to the consular jurisdiction in the countries where this jurisdiction exists by virtue of treaties.

SAN-FRANCISCO AND CALCUTTA BRANCHES

REGULATIONS

Confirmed by the Minister of Finance on the 10th of November 1903

The branches at San-Francisco and at Calcutta may, in accordance with section III of §14 of the Charter, carry on the operations authorized by the laws of their respective countries.

At page 185 of Shina Kankei Tokushu Joyaku Isan is given the Japanese translation of an agreement stated to have been concluded on the 20th day of the 7th moon of the 22nd year of Kuang Hsü (August 28, 1896) in regard to the Russo-Chinese Bank Association. The text, apparently translated from a Chinese original, is obscure; but an approximate rendering of it may be found in MACMURRAY, vol. I, p. 78.

Note 2

In connection with this contract see also the following documents:

1. Convention between Russia and China for the lease of the Liaotung Peninsula, March 27, 1898 (No. 4, post);

2. Additional agreement between Russia and China, defining the boundaries of the leased and neutralized territory in the Liaotung Peninsula, May 7, 1898 (No. 5, post); 3. Agreement between the Chinese Eastern Railway Company and the Chinese Government for the Southern Manchurian branch of the railway, July 6, 1898 (No. C. post);

4. Exchange of notes between Great Britain and Russia with regard to their respective railway interests in China, April 28, 1899 (No. 7, post);

5. Declaration of the Chinese Government in regard to railways north and northeast of Peking, June 1, 1899 (No. 8, post);

6. Agreement between Russia and China with regard to Manchuria, April 8, 1902 (No. 11, post);

7. Treaty of peace between Japan and Russia, September 5, 1905 (No. 12, post); 8. Treaty and additional agreement between Japan and China relating to Manchuria, December 22, 1905 (No. 13, post);

9. Convention and protocol relating to Japanese and Russian railway connections in Manchuria, June 13, 1907 (No. 18, post);

10. Political convention between Japan and Russia, July 30, 1907 (No. 20, post); 11. Political convention between Japan and Russia, July 4, 1910 (No. 30, post); 12. Agreement between Great Britain and Russia respecting the inclusion of British subjects within the scheme of municipal administration and taxation established in the area of the Chinese Eastern Railway, December 3, 1914 (No. 34, post); and

13. Treaty between Japan and Russia in regard to cooperation in the Far East, July 3, 1916 (No. 38, post);

14. Supplementary contract between Chinese Government and Russo-Asiatic Bank, October 2, 1920 (No. 45, post).

It was long persistently rumored that the concession for the Chinese Eastern Railway was a first-fruit of a secret political agreement between China and Russia, which attained notoriety under the name of "The Cassini Convention." In its issue of October 30, 1896, the North China Herald published what purported to be a translation of that convention, in an article which is of sufficient historical interest to warrant its reproduction in full, as follows:

The Cassini Convention

28th Oct.

"As our Peking correspondent told us in his last letter, Count Cassini, the Russian Minister, left Peking for Russia on the 30th of September. His baggage had been packed for three or more weeks, and the carts and mule littters were actually standing in the courts of the Russian Legation, but the Minister would not go until he could take with him duly signed and sealed 'an important agreement supposed to be the right of way for the Siberian railway across northern Manchuria.' With great difficulty we have succeeded in obtaining a copy of this agreement, and we now proceed to give an English translation of it. The numbers to the various clauses in this Convention have been added by us for convenience' sake:

"A SPECIAL CONVENTION BETWEEN CHINA AND RUSSIA

"His Imperial Majesty the Emperor of China having received the various benefits arising from the loyal support of His Imperial Majesty the Emperor of Russia at the close of the late war between China and Japan, and being desirous that the communications between the frontier territories of their respective empires and the international commerce of the two countries be managed to their mutual advantage, has commanded the mutual settlement of certain matters in order the better to consolidate the basis of friendship between the two empires. In this connection, therefore, H.I.M. the Emperor of China has specially appointed the Imperial High Commissioners the Princes and Great Officers of the Crown composing the Imperial Chinese Ministry of War, with plenipotentiary powers, to confer and agree upon certain matters, at Peking, with His Excellency Count Cassini, Envoy Extraordinary and Minister Plenipotentiary of H.I.M. the Emperor of Russia to the Court of China, concerning the connecting of the railway system of the Three Eastern Provinces [Fêngtien, Kirin, and Heilungchiang] with that of the Imperial Russian railway in the province of Siberia, with the object of facilitating the transport of goods between the two empires and of strengthening the frontier defences and seacoasts. And, furthermore, to agree upon certain special privileges to be conceded by China to Russia as a response to the loyal aid given by Russia in the retrocession of Liaotung and its dependencies.

"1. Owing to the fact that the Russian Great Siberian Railway is on the point of completion, China consents to allow Russia to prolong her railway into Chinese territories (a) from the Russian port of Vladivostock into the Chinese city of Hunch'un in the province of Kirin, from thence northwestwards to the provincial capital of Kirin, and (b) from a railway station of some city in Siberia to the Chinese town of Alyun in Heilung chiang province, from thence southwestwards to the provincial capital of Tsitsihar and from thence to the town of Petunê, in Kirin province, and from thence southeastwards to the provincial capital of Kirin.

"2.-All railways built by Russia into the Chinese provinces of Heilungchiang and Kirin shall be built at the sole expense of Russia and the regulations and building thereof shall be solely on the Russian system, with which China has nothing to do, and the entire control shall be in the hands of Russia for the space of thirty years. At the end of the said period China shall be allowed to prepare the necessary funds wherewith, after proper estimation of the value of the said railways, she shall redeem them, the rolling stock, machine shops, and buildings connected therewith. But as to how China will at that date redeem these railways shall be left for future consideration.

"3.-China is now in the possession of a railway which she intends to extend from Shanhaikuan into the provincial capital of Fêngtien, namely, Moukden (Shengking), and from Moukden to the provincial capital of Kirin. If China should hereafter find it inconvenient to build this road she shall allow Russia to provide the funds to build

the railway from the city of Kirin, on behalf of China, the redemption of which road shall be permissible to China at the end of ten years. With reference to the route to be taken by this railway, Russia shall follow the surveys already made by China in connection therewith, from Kirin to Moukden, Newchwang, etc.

"4.-The railway to be built by China beginning from Shanhaikuan, in Fêngtien, to Newchwang, to Kaiping, to Chinchou, to Lushunk'ou [Port Arthur], and to Talienwan, and their dependencies, shall follow the Russian Railway regulations in order to facilitate the commercial intercourse between the respective Empires.

"5. With reference to the railways to be built by Russia into Chinese territory, the routes along which the said roads shall pass must be protected, as usual, by the local civil and military officials of the country. They shall, moreover, afford all facilities and aid to the civil and military officials of Russia at the various railway stations, together with all the Russian artisans and labourers connected therewith. But owing to the fact that the said railways will pass for the greater part through barren and sparsely inhabited territory in which it will be difficult for the Chinese authorities to be always able to grant the necessary protection and aid, Russia shall be allowed to place special battalions of horse and foot soldiers at the various important stations for the better protection of the railway property.

"6.-With reference to the Customs duties to be collected on goods exported from and imported into the respective countries by the said railways, they shall follow the regulations provided by the Treaty of Commerce between China and Russia, ratified in the 1st year of the reign of T'sung Chih, 4th day, 2nd moon [20th February 1862 O.S.], regulating overland transit of goods between the two empires.

"7.-There has always been in existence a rule prohibiting the exploitation of the mines in Heilungchiang and Kirin provinces and in the Ch'angpai mountains [Long White Mountain range]. After the ratification of this treaty, Russians and subjects of the Chinese empire shall be permitted hereafter to exploit and open any of the mines therein mentioned; but before doing so they shall be required first to petition the Chinese local authorities on the subject who, on the other hand, shall grant the necessary commissions (huchao) in accordance with the mining regulations in force in China Proper.

"S.-Although there exist certain battalions of foreign-drilled troops (Lienchun) in the Three Eastern Provinces, yet the greater portion of the local territorial army corps thereof still follow the ancient regulations of the empire. Should, therefore, China in the future require to reform in accordance with the Western system the whole army organization of the said provinces, she shall be permitted to engage from Russia qualified military officers for that purpose and the rules for the guidance of this arrangement shall be in accordance with those obtaining in the Liangkiang provinces in regard to the German military officers now engaged there.

"9.-Russia has never possessed a seaport in Asia which is free from ice and open all the year round. If, therefore, there should suddenly arise military operations in this continent it will naturally be difficult for the Russian Eastern Seas and Pacific fleets to move about freely and at pleasure. As China is well aware of this she is willing to lease temporarily to Russia the port of Kiaochou [Chiaochou] in the province of Shantung, the period of such lease being limited to fifteen years. At the end of this period China shall buy all the barracks, godowns, machine shops and docks built there by Russia [during her occupation of the said port]. But, should there be no danger of military operations, Russia shall not enter immediately into possession of the said port or hold the important points dominating the port, in order to obviate the chance of exciting the jealousy and suspicions of other Powers. With reference to the amount of rent and the way it is to be paid, this shall form the subject of consideration in a protocol at some future date.

10. As the Liaotung ports of Lushunk'ou [Port Arthur] and Talienwan and their dependencies are important strategical points, it shall be incumbent upon China to properly fortify them with all haste, and to repair all their fortifications, etc., in order to provide against future dangers; Russia shall therefore lend all necessary assistance in helping to protect these two ports and shall not permit any Foreign Power to encroach upon them. China, on her part, also binds herself never to cede them to another country; but, if in future the exigencies of the case require it and Russia should