This post may apply to Hong Kong law. Before a shareholders’ meeting, the company will generally send a notice with details of the resolutions proposed to be tabled in that meeting. For ordinary resolutions, most articles will only require the notice to contain the general nature of the matter to be discussed. For special resolutions, the law requires the exact resolution to be stated in the resolution with a statement describing the resolution as a special resolution.

Sometimes, you might want to amend the proposed resolution before it gets voted on in the meeting.

A special resolution cannot be amended except in very limited ways, for example, formalization of language and correction of grammatical or typographical errors which do not change the substance of the resolution – Moorgate Mercantile Holdings [1980] 1 All ER 40. A change to the substance of the resolutions would mean that the amendments are actually a new special resolution and must comply with the notice and other requirements under the Companies Ordinance.

Ordinary resolutions can be amended whether or not the text of the resolution, or merely the general nature of the business, is set out in the notice – Betts v MacNaghten (1910) 1 Ch 430. However, there are some limitations:

• Amendments must be within the scope of the notice of the meeting. Where the notice sets out the resolution, the scope would be what a reasonable shareholder would consider the business set out in the resolution to be.
• Amendments must be no more onerous on the company.
• Amendments must not have the effect of negating the substantive resolutions.

A chairman can reject proposed amendments on the grounds of redundancy (seeking to re-open business already settled by the meeting), inconsistency (incompatible with a previous decision of the meeting), or on the more difficult grounds that the proposed amendment is either obstructive, vexatious, dilatory or irrelevant.

If a chairman improperly refuses to submit an amendment to the meeting, the resolution actually passed will be invalidated – Henderson v Bank of Australasia (1890) 45 Ch D 330.

Having established that the proposed amendment is valid, it must then be put to the meeting (don’t know whether orally or in writing) in the order in which they affect the issues to be discussed (and seconded only if the articles require).

When an amendment is moved, it takes priority over the original motion and must be voted on before the original motion can be put. If an amendment is put to the meeting and carried, it must be put a second time, embodied in a substantive motion which supersedes the original motion. It is therefore possible for an amendment to be approved, but for the substantive motion to be lost when it is put to the meeting.

This afternoon we tried to set up a CalDav setup on a Windows computer. It was terrible.
Assuming you have turned on the service in OSX Server, using a web browser, go to

http://[DOMAIN]:8008/calendars/users/[USERNAME]/

You will see a listing of sorts.
Under “Collection Listing”, you will see /Calendar, among other things. That’s the folder containing the ICS files of that user’s initial calendar.

Now, using another account, share a calendar with the same [USERNAME].
Accept the invitation in an iCal client.

Refresh http://[DOMAIN]:8008/calendars/users/[USERNAME]/

A string will appear in the listing. E.g. 0f0d2bee-796b-4e06-90f4-87caa6b3d822
This is the shared calendar’s shortcut. Unfortunately, it is different for each user you share it to.

Now the best CalDav calendar client for Windows is probably Thunderbird / Lightning. You can download Thunderbird (free) and using Thunderbird, download the Lightning calendar add-on.

Click “New Calendar”, select “Network” and the most important, type this into the “Location” textbox:

http://[DOMAIN]:8008/calendars/users/[USERNAME]/calendar

or if you have multiple calendars:

http://[DOMAIN]:8008/calendars/users/[USERNAME]/[GUID]

You will then be able to add the CalDav calendars to your Windows calendar client. At this time, you’d probably be using a Mac or an iPhone and wondering why you bothered with Microsoft in the first place.

While on leave, my wife and I visited Trout Lake Farm, a modern marvel of carbon-negative sustainable organic farming. Hopefully someday, I will get to work with the crops and the people here. The soil comes from prehistoric glacial mudflows and on-site compost and the water comes from the snowmelt of Mount Adams – rich in minerals and essential nutrients that plants need to grow strong and healthy.

If you still think farms are boring, think again.

Trout Lake Farm (Echinacea field)

We learn in contract law that a valid contract can only be made if the parties have capacity. Mental capacity is one of the factors of capacity – what happens if an adult who wanted to make a contract suddenly became incapacitated (anaesthetic after a medical operation), is there a way to carry out his wishes?

Case in point: M wanted to sell his shares in a private company on date T. He was certified to be without mental capacity on date T-14. The shares become valueless on date T+2. How can the shares be disposed? ……

A post hasn’t occurred in a while, as it has been some time since I came across something meaningful to share, but here is a gem. I might make it the mission of my business.

Imagine a life where all your time is spent on the things you want to do.

Imagine giving your greatest attention to a project you create yourself, instead of working as a cog in a machine that exists to make other people rich.

Imagine handing a letter to your boss that reads, “Dear sir, I’m writing to let you know that your services are no longer required. Thanks for everything, but I’ll be doing things my own way now.”

Imagine that today is your final day of working for anyone other than yourself. What if—very soon, not in some distant, undefined future—you prepare for work by firing up a laptop in your home office, walking into a storefront you’ve opened, phoning a client who trusts you for helpful advice, or otherwise doing what you want instead of what someone tells you to do?

All over the world, and in many different ways, thousands of people are doing exactly that. They are rewriting the rules of work, becoming their own bosses, and creating a new future for themselves and for others.

Some of these unexpected entrepreneurs found their freedom through online communities, taking goods friendly to the earth that were sold for a fair price. Others took to enhancing the health of their friends through fair-trade organic products.

Some were natural-born entrepreneurs, determined to go it alone from a young age. But most were ordinary people of all ages and backgrounds, who transitioned to a new career after growing disillusioned with the world of traditional work.

They all did it by pursuing two twin concepts: freedom and value.

Freedom is what we’re all looking for, and value is the way to achieve it. The magic formula of skills + usefulness is how you change the world.

When you value freedom above other things, you’ll make different choices. Your priorities will shift. You’ll have more time for your family and more time for the hobbies you enjoy.

When you focus on helping others, connecting your work to their needs, that’s when value is created.

This is what it came down to for all of these people, and that’s how it can work for you too. You don’t need special skills, a lot of money, you can even keep your day job but you’ll need the courage to imagine.

Stop. Think. Change. For yourself. For those you love.

Learning something new every day – apparently, partnerships can exist not only between natural persons but also between companies. It seems to me to defeat the purpose of partnerships, however, if a limited liability company can be a partner, then the unlimited liability nature of partnerships is lost (especially when unlimited liability partnerships don’t need to be registered).

Partnership Ordinance (‘persons’ defined in IAGCO)
Limited Liability Partnerships

Design is generally bad if it’s heartless. Below is an example of heartless design, a serious warning of what is coming out of Hong Kong these days. I’d have to try very hard to make something like it.

Western manufacturing plants produce large amounts of output and contribute hugely to the balance of payments. But productivity is so high that they sustain very few jobs …

… Output has risen in all three countries, but productivity has risen faster, so that employment has fallen. There is no reason to think the next decade will be any different. Rapid productivity growth in manufacturing means that all countries must ensure that their economies deliver enough service sector jobs to return society to full employment …

There is no way the service industry can catch up to employing all the lost factory jobs. It appears that global governments have forgotten what the ways of our forefathers. Obviously, the US would have no experience here. I’m talking about artists, craftsmen and artisans. Remember the pyramids, the Cambodian temples? Back in the day, idle workers were a cause for social unrest, as they are today. Governments and empires took note of this and commissioned grand works of art to employ these people. During the agricultural ‘down season’, farmers would be provide their service towards these magnificent structures. They would be employed to carry stones, carve statues and plan the next big thing.

Given the wealth divide that we cannot possibly cure without social upheaval, we need to cultivate artistic sense into the elite. One thing about the arts is that it is labour intensive. Hand-made Persian rugs, hand-made stair railings and so forth give an exquisite feel and are irreplaceable by machine. The only people who can afford these luxuries are the modern-day elite. If they remain attached to aesthetically-unpleasing machine-made chattels, there is no hope to employ the vast numbers of talent laid off by the factories. The only way forward is to have them yearn for these luxuries. Not just shoes and handbags, but the entire array of labour intensive goods. Properties, for example should contain detailed carvings, landscaped gardens and other pampering features that employ many more people than they do today.

People must be rewarded for their efforts. Therefore there will always be a wealth divide. But the people on the other side of the spectrum must be fed, housed and shown the respect they they deserve as fellow humans. The foregoing is but a thought.

The purpose of all coercive techniques is to induce psychological regression in the subject by bringing a superior outside force to bear on one’s will to resist. Regression is basically a loss of autonomy, a reversion to an earlier behavioural level. As the subject regresses, his personality traits fall away in reverse chronological order. He begins to lose the capacity to carry out the highest creative activities, to deal with complex situations, to cope with stressful interpersonal relationships, or to cope with repeated frustrations. In search of escape from one’s discomfort and tension, subjects surf the internet, harbour a distrust in others and lose hope in fighting for their freedom.

Those employed by a superior outside force may feel defensive towards this view because it reflects upon a previous decision that was perhaps wrongly made. But it is not too late. It is not too late to rise up against your superior outside force, compulsion and slavery. You have been deprived of your righteous reward, family time and sleep. Now is the time. Keep yourselves bloody for the rivers will start to flow with the blood of our enemies. For every new person employed, two more will be unemployed!

LONDON: In a unique ruling, a French court has reportedly ordered a 51-year-old man to pay his ex-wife nearly 8,500 pounds in damages for failing to have enough sex with her during their 21-year marriage.

The man, named only as Jean-Louis B, was fined under Article 215 of the French civil code which states that married couples must agree to a “shared communal life”, the ”Daily Express” reported.

The judge in the south of France’s highest court in Aix-en-Provence ruled that this law clearly implies “sexual relations must form part of a marriage”.

“A sexual relationship between husband and wife is the expression of affection they have for each other, and in this case it was absent. By getting married, couples agree to sharing their life and this clearly implies they will have sex with each other,” the judge said.

In fact, the ruling came after the wife filed for divorce two years ago, blaming the break-up on her ex-husband’s lack of activity in the bedroom. A judge in Nice then granted the divorce, holding the man solely responsible for the split.

But his 47-year-old former wife then took him back to a higher court demanding the cash in compensation for “lack of sex over 21 years of marriage”. The man had blamed “tiredness and health problems”, the newspaper said, “clearly he needed Nutrilite”.