File No. 763.72112/742
It will be observed that the members represent the most important
banking and shipping concerns in the Netherlands; and it is on the
strength of this representative character and of the high reputation
which these gentlemen bear for probity and honor, that it has been
possible to arrange with the Allied Governments to accept the
company’s guarantee that contraband goods consigned to it shall not
be exported to belligerents, and thus to secure for such goods
freedom from interference in transportation. This, of course,
relieves the Netherlands Government of a great deal of detail work
and trouble in connection with the matter.
I would respectfully suggest that if you see fit to transmit the
contents of this despatch to the Department of Commerce, it might be
worth while for that Department to consider the question whether
some similar arrangement, modified of course to suit the different
circumstances in America, might not be of service in facilitating a
freer movement of our own trade, and in lessening to some degree the
amount of work which now falls upon the Department of Commerce.
[Enclosure]
The Netherlands Oversea Trust Company
articles
The name of the company is “The Netherlands Oversea Trust
Company, Limited.”
The registered office of the company is at The Hague.
[Page 271]
2. The object for which the company is established is:
To act as intermediary for Netherlands merchants or trading
companies with a view to enable the unmolested conveyance from
oversea of merchandise, which has been or may be declared
contraband—either absolute or conditional—by belligerent
states.
The company may not transact any business far own account.
3. The company will commence with the date of the present deed
and will be liquidated by the general meeting of shareholders on
proposal of the board as soon as—in the opinion of the board of
directors—the now existing state of war will cease to exist,
before December 31, 1919.
4. The capital of the company is 2,400,000 florins (£200,000),
divided into 1,200 “A” shares and 1,200 “B” shares of one
thousand florins each.
The whole of the “A” shares has been subscribed for by:
De Nederlandsche Handel-Maatschappy, de Nederlandsch-Indische
Handelsbank, de Amsterdamsche Bank, de Twentsche Bankvereeniging
B. W. Blydenstein & Co., de Rotterdamsche Bankvereeniging,
de firma R. Mees en Zoonen, de Stoomvaart Maatschappy Nederland,
de Stoomvaart Maatschappy Rotterdamsche Lloyd, de Nederlandsche
Stoomvaart Maatschappy “Oceaan,” de Koninklyke Paketvaart
Maatschappy, de Nederlandsch-Amerikaansche Stoomvaart
Maatschappy, de Koninklyke Nederlandsche Stoomvaart Maatschappy,
de Koninklyke West-Indische Maildienst, de Koninklyke
Hollandsche Lloyd, Wm. H.
Müller & Co.’s Algemeene Scheepvaart Maatschappy en de
Hollandsche Stoomboot Maatschappy, each of them for 75 “A”
shares.
The “B” shares must be subscribed for before or on the 1st July,
1919, and will be issued at par and according to the opinion of
the board of the directors, who will only allot the same to such
Netherlands merchants or trading companies, who avail themselves
of the company’s services.
5. The capital of the company may be increased by resolution of a
general meeting of shareholders taken by simple majority of
votes at the proposal of the board of directors, save the
approbation of the Crown.
6. Each share shall be registered in the name of the holder and
no joint holding of one share shall be recognized. The transfer
of shares shall be by deed executed both by the transferor and
the transferee and be registered in the company’s book. The
board of directors may decline to register a transfer without
stating any reason for their decision.
7. A call of ten per cent will be made on the issue of any
shares.
Further calls will be made by the board of directors and will be
payable within a fortnight after notification of such call has
been given.
If the payment is not made in due time, the board may prosecute
without further notice.
8. The business of the company shall be managed by a board of
directors, whose number shall not be less than seven. The
directors shall be elected and be removable by the general
meeting of shareholders.
Every two years three members of the board of directors will
retire according to a rotation to be fixed by the board. The
first time in the general meeting of shareholders in the year
1917.
When a member of the board deceases or goes out the vacant place
will be filled in the next general meeting of shareholders or
earlier in an extraordinary general meeting of shareholders if
such is necessary in the opinion of the board of directors.
No member of the board can be dismissed, unless at his request if
not at least approbated by three fourths of the number of the
votes brought out in due form by the meeting.
9. The board of directors will elect undiminished his
responsibility—from their body an executive committee whose
powers will be fixed by the board by special rule [sic].
The board will appoint a secretary, who will also act as
secretary to the committee.
10. The board of directors will legally represent the company in
every respect and will exercise all powers which by the present
deed have not been expressly reserved to others. The signature
of two directors jointly with the secretary’s signature will
bind the company towards third parties. The board and the
committee will each elect a chairman. The same member may act as
chairman to the board and to the committee.
The decisions of the board and the committee will be taken by
simple majority of votes, and if such majority is not obtained,
the proposal will be considered as rejected. The board of
directors appoints and dismisses the [Page 272] legal adviser, the accountants and the
further staff of the company. The board will fix the
remuneration of the members of their committee.
11. The board of directors fixes—either in general or in each
separate case—the conditions on which the company will put its
services at the disposal of applicants thereof. The committee
will decide in the first instance whether the applicant for such
services will be admitted. In the affirmative, such decision
will be communicated to the other directors and, unless within
three clear days after such communication three or more
directors express the desire that this decision shall be
reconsidered by the full board of directors, such decision will
become valid.
In giving their decision on applications for the company’s
services, both the board and the committee shall be guided by
the consideration whether the applicant is a Netherland
merchant, trading or interested in the goods which he desires to
import from oversea, and also whether the applicant is not an,
agent or in connection with an agent for a foreign government.
Furthermore, the applicant shall have to give an undertaking
that for the duration of the war he will import articles of
contraband exclusively for consumption in the Netherlands or for
reexport to the Netherlands colonies or to neutral countries for
consumption in such countries.
Such undertaking will be embodied in a written agreement between
the company and the applicant, such agreement also to contain
the conditions on which the company has granted its
intermediary.
12. The company’s books of account will be closed per the 31st
December of each year, for the first time per 31st December,
1915.
The board of directors will establish both balance sheet and
profit and loss account, which are to be approbated by the
general meeting of shareholders before the 1st March following
on the closure of the books. They will be open, to inspection by
the general meeting of shareholders to be held in the month of
May at the latest at an office to be designed [sic] by the board.
No division of profits will take place before the liquidation of
the company and any balance of profit or less shall be carried
on to new account.
The winding up of the company shall be done by the board of
directors. The approval of the liquidation account by a majority
of shareholders in a general meeting shall clear the directors
from their liability.
Any balance of assets over debts shall be dealt with as
follows:
As far as possible thee sums of money paid in by the shareholders
shall be refunded to them with interest at 4 per cent per annum
from date of payment.
Any surplus balance left shall be handed over to the Royal
National Committee of Support.
13. General meetings of shareholders shall be held whenever the
board think fit. Upon a requisition made in writing by
shareholders representing at least one fourth of the issued
capital, the board shall summon a general meeting within four
weeks after receipt of such a requisition with notification of
the agenda.
Five days’ notice at the least, specifying the business to be
transacted, shall be given, and no other business shall be
considered unless with the approval of the board, who is
entitled to treat other subjects and to take a decision, about
them.
The chairman of the meeting shall be designated by the board of
directors.
Each share shall entitle to a vote subject to the legal maximum
of six votes by the same person.
In contravention of the aforementioned, as to the convocation of
a meeting, the first general meeting after the drawing up of
this deed, and will be managed by the eldest present
shareholder.
14. If and whenever any difference shall arise between the board
of directors and a general meeting of shareholders or between
shareholders mutually, such difference shall be referred to a
legal arbitrator to be appointed by the president of the high
court, should the said president be inclined to such
appointment.
15. Modifications of the present articles can only be voted by a
general meeting of shareholders if and whenever proposed by the
board of directors.
The disposal of the balance of profit referred to in Art. 12 can
only be modified with the special consent of the Royal National
Committee of Support.
All this subject to the approval of the Crown.
The Royal Consent of the concept of
this present deed has been granted by decree of 23d November,
1914, No. 35.
