ARTICLE 63 Should the International Company be forced to become the owner of immovable property to obtain the recovery of debts due to it, it shall re-sell such property as soon as possible. CHAPTER VII.-Accounts and Profits ARTICLE 64 The financial year of the International Company shall begin on January 1st and end on December 31st. The length of the first. financial period shall, however, be fixed by the Board. ARTICLE 65 The International Company shall publish an annual report. The Board shall have prepared a profit and loss account and balance-sheet of the International Company for each financial year in time for submission to the ordinary general meeting. ARTICLE 66 The accounts and balance-sheet shall be audited by auditors to be appointed by the Financial Committee of the League of Nations or such other body as may be appointed by the Council of the League of Nations. The auditors shall have full power to examine all books and accounts of the International Company and to require full information as to all its transactions. The auditors shall report to the Board and to the general meeting and shall state in their report: (a) Whether or not they have obtained all the information and explanations for which they have asked; (b) Whether, in their opinion, the balance-sheet dealt with in the report is properly drawn up so as to exhibit a true and correct view of the state of the International Company's affairs according to the best of their information and the explanations given to them, and as shown by the Company's books. They shall call attention to any infringement of the Statutes or regulations which they have found. After approval by the general meeting, the annual report of the Board and the auditors' report shall be transmitted to the Council of the League of Nations. ARTICLE 67 The annual net profits shown by the accounts of the International Company, after making such appropriations as have been decided by the Board for special purposes and amortisation, and, if necessary, after re-establishing the special reserve fund B so as to prevent the sum total of the special reserve funds A and B from being inferior to twenty-five million gold Swiss francs equivalent to 7,258,064.516 grammes of fine gold, shall be distributed as follows, subject always to the provisions of Article 22: 1. Five per cent of such net profits shall be paid to a reserve fund called "the legal reserve fund" until that fund reaches an amount equal in value to 10 per cent of the capital issued. 2. Thereafter, such net profits shall be applied to the payment of a dividend of 6 per cent per annum on the amount of the paid-up capital of the International Company; this dividend shall be cumulative in the sense that the shareholder shall be entitled to payment of arrears of dividend before any other distribution of profits. 3. From the residue, 75 per cent shall be allocated to the Governments that is to say, 70 per cent shall be applied to repayment of the advances made under Article 5 of the Convention and 5 per cent be paid as a bonus in respect of those advances. After the advances of the Governments have been completely repaid, the said 75 per cent of the profits shall be carried to the special reserve fund B or to optional reserves proposed by the Board and approved by the general meeting. The balance of 25 per cent shall either be used for distribution to the shareholders of a supplementary non-cumulative dividend or paid into the reserves or carried forward. The supplementary noncumulative dividend which may thus be distributed shall be limited to 4 per cent until the advances of the Governments have been entirely repaid, and thereafter to 6 per cent. The Board may decide that the portion of the profits available for a non-cumulative supplementary dividend shall be held over during the whole year and carried to a special dividend reserve fund for the purpose of assuring payment of the 6 per cent cumulative dividend provided for in paragraph 2 above or for subsequent distribution as dividend among the shareholders. CHAPTER VIII.-Winding Up ARTICLE 68 The International Company may be wound up in virtue of a decision taken, on the proposal of the Board, by the general meeting acting as provided in Article 44. In the event of the Convention's being abrogated under the provisions of Article 19 thereof, the Board shall convene an extraordinary general meeting to decide whether the Company shall be wound up or shall continue to operate in some other form. The general meeting shall appoint the liquidators and determine their powers. ARTICLE 69 On the winding up of the International Company, whether voluntary or not, after discharge of the bonds issued and other debts, and repayment of the balance of the advances made by the Governments under Article 5 of the Convention, which shall rank last, the remaining assets shall be distributed among the shareholders. CHAPTER IX.-Amendment of the Statutes ARTICLE 70 Amendment of any articles of these Statutes other than those enumerated in Article 71 may be proposed by a two-thirds majority of the Board to an extraordinary general meeting. If adopted by the general meeting in accordance with the provisions of Article 44, they shall come into force, provided that they are not inconsistent with the provisions of the articles enumerated in Article 71. ARTICLE 71 Articles 2, 3, 4, 7 (first paragraph), 21, 22, 23 (sub-paragraphs numbered 1, 2 and 3), 24, 37 (last paragraph), 44, 59, 66 (first paragraph), 67, 69, 70 and the present article shall not be amended except subject to the conditions laid down in paragraph 3 of the Charter of the International Company. RECENT PUBLICATIONS During July the following publication, of direct interest in connection with Treaty Information, was published by the Department of State and may be secured from the Superintendent of Documents, Government Printing Office, Washington, D. C. Particulars with regard to the Armaments of the United States. 62 |