(Amended several times)
ARTICLE I.—The Government shall cause the organization of the South Manchuria Railway Joint Stock Company for the purpose of engaging in railway traffic in Manchuria.
ARTICLE II.—The shares of the Company shall all be registered (signed) and may be owned only by the Japanese and Chinese Governments or by subjects of Japan and China.
ARTICLE III.—The Japanese Government may offer its Manchurian railways, and their appurtenances, and its coal-mines in Manchuria, as the capital to be furnished by the Government.
ARTICLE IV.—The company may divide the new shares to be raised into several issues to be floated at different times, but the amount of the first issue shall not be less than one-fifth of the whole amount.
ARTICLE V.—The first payment upon the shares need not exceed one-tenth of the value of the shares.
ARTICLE VI.—The company shall establish its head office at Dairen and a branch office at Tokyo (as amended March 6, 1907).
ARTICLE VII.—The company shall have a president, a vice-president, four or more directors and from three to five inspectors.
ARTICLE VIII.—The president shall represent the company and manage its affairs.
The vice-president shall perform the president's duties when the latter is prevented from discharging them, and shall act as president when the latter post is vacant.
When both the president and vice-president are prevented from discharging their duties the Government shall cause one of the directors to discharge the duties of the president (as amended April 12, 1919).
The vice-president and directors shall assist
the president in his duties and shall take charge of various departments of the company's business.
The inspectors shall examine the business of the company.
ARTICLE IX.—The Government, subject to the Imperial sanction, shall appoint the president and vice-president, whose terms of office shall be five years.
The Government shall appoint the directors from among those shareholders who own fifty or more shares. The term of office shall be four years.
The inspectors shall be elected from among the shareholders at a general meeting of the latter. The term of office shall be three years.
ARTICLE X.—The amount of compensation and allowances of the president, vice-president and directors shall be fixed by the Government.
ARTICLE XI.—The president, vice-president and directors of the company shall not engage in any other business or trade, under any name whatsoever, during their terms of office, except by special permission of the Government.
11 b. In case the company establishes one year as the business year, during the period in which the Government will meet deficits in the dividends, the company may once only at a definite time before the termination of that business year pay to shareholders other than the Japanese or Chinese Governments dividends equal to the amount paid up on shares multiplied by one-half the maximum rate of the grant (to meet deficits).
The account distributed in accordance with the provisions of the foregoing paragraph shall with reference to the accounts of the business year in question be deemed company property and shall be deducted from the amount distributed in dividends to shareholders other than the Japanese and Chinese Governments on the basis of these accounts irrespective of changes in the shareholders (added May 31, 1912 and amended August 31, 1917).
11 c. When the company issues debentures it may have payments made in a number of installments (added September 7, 1906). The total amount of debentures may reach an amount twice that of the paid-up shares, but the amount must not exceed the total capitalization (added January 21, 1910).
11 d. The issuance of company debentures and amendments to the articles of incorporation shall be decided when shareholders representing one-half or more of the total capital are present by a majority vote (added March 6, 1917).
ARTICLE XII.—The Government shall appoint supervisors for the South Manchuria Railway Joint Stock Company to supervise the business of
the company.
The supervisors may at any time examine the company's business and inspect their safes, books, documents and any other articles belonging to the company.
The supervisors, whenever they may deem it necessary, may order the company to report on the various accounts and the condition of the company's business.
The supervisors may attend the general meetings of the shareholders of the company, or any other meetings, and express their opinions, but shall not be entitled to vote.
ARTICLE XIII.—The Government may issue such orders as may be necessary to superintend the business of the company.
The Commander-in-Chief of the Kwantung Garrison may issue necessary instructions regarding the company's business as it affects military matters (added April 12, 1919).
ARTICLE XIV.—In case the decisions of the company or the conduct of its officers are in violation of laws and regulations or of the object of the company, or are detrimental to the public welfare, or fail to carry out the orders of the Government office under whose jurisdiction the company is, the Government may cancel the said decisions or dismiss the officers concerned.
ARTICLE XV.—When the Government deems it necessary, it may apply to the company the provisions of the laws and regulations relating to railways in Japan.
In the case referred to in the preceding paragraph the Government shall inform the company in advance as to the laws and regulations to be so applied.
ARTICLE XVI.—When not otherwise provided for in this ordinance, the provisions of the Commercial Code and its Supplementary Laws and Regulations shall be applied.
ARTICLE XVII.—The provisions of Imperial Ordinance No. 366, of 1900 (relating to the construction of railways in foreign countries by Japanese companies) shall not be applied to the company that is to be organized in accordance with this Ordinance.
Supplementary Rules
ARTICLE XVIII.—The Government shall appoint a commission to transact all business relating to the organization of the South Manchuria Railway Joint Stock Company.
ARTICLE XIX.—The organizing commission shall draw up the company's articles of association,
and after the said articles have been approved by the Government, shall open the subscription for the first issue of shares.
ARTICLE XX.—When the first issue of the company's shares has been subscribed, the commission shall present to the Government the subscription list and apply for permission to organize the company.
ARTICLE XXI.—When the permission referred to in the preceding Articles has been given, the organizing commission shall, without delay, call for the first instalment upon each share.
When the first instalment referred to in the preceding Article has been paid in, the commission shall, without delay, call a general meeting for organization.
ARTICLE XXII.—At the close of the first general meeting the organizing commission shall turn over its business to the President of the Manchurian Railway Joint Stock Company.