The Express.
London, England, 1851-03-07 00:00:00

Mr. BAXTEIt, the solicitor of the company, stated, as a
matter of law, that there was no question of the powers of
the directors on the subject.
In the course of a discussion on the legal point, which
seemed ultimately to be settled in accordance with Mr.
Baxter's statement, by the terms of the Companies' Clauses
Consolidation Act, sec. 87, some interruption occurred, in
consequence of repeated observations and attempts to
address the meeting made by Mr. Preston, whom it wait
proposed at last to remove from the meeting; but a share-
holder having raised a question as to the legality of the pro-
ceeding, some altercation occurred, and Mr. Preston at last
resumed his seat.
The proposition of Mr. Waters was negatived, and the
agreement with the East Anglian Railway confirmed by a
large majority.
Mr. WATERS moved, in suceessicm, reaolutions to rescind
a resolution passed in August, 1847, authorising the directors
to take such steps all they might consider necessary for pro-
tecting the interests of the Great Northern, by treating with
railway companies, or by applications to parliament, or
otherwise ; and that all interest and smaller charges should
be carried to the debit of the revenue account. Neither
resolution, however, was seconded.
Resolutions were adopted confirming the forfeiture of 720
shares, and authorising them to he sold or otherwise disposed
of, at the discretion of the directors; also, "Thad all the
original shares of 25/. each, and all the A and the B half-
shares of 121. 10s. each, be converted into capital stock, dis-
tinguished as original, as A and as B stock respectively, at
the rate of four of the original and eight of the half-shares
for each 1001, stock, to be divided among the proprietors ac-
cording to their respective interests therein, and that such
conversion do take effect on and from the Ist of May next."
" That the directors be and arc hereby aut.:prised and em-
powered, according to their discretion, to expend an addi-
tional sum, not exceeding 2001., for the moral and religious
instruction of the labourers employed on the works of this
railway."
It was further agreed that Major Amsinck, Mr. C. Chap-
lin, Colonel Colquboun, Mr. James Meek (Lord Mayor of
York), and Mr. T. Wetherell should be re-elected directors;
and Mr. J. Cattley one of the auditors; also that the salary
of the auditors should be raised from 2.51. to 1001. each.

-....—... ..... _
The meeting was then made special, to consider the pro-
priety of approving of certain bills now before parlia-
ment, in accordance with the standing orders of the house
of Lords.

Mr. BAXTER, the solicitor to the company, read the
brads of No. 1 Bill, to enable the company to construct
stations at Knottingley and Wakefield, to increase the ca-
pital of the Great Northern Company, to enlarge their Lon-
don station at King's-ertms, and to make certain deviations.
The CHAIRMAN moved a resolution for the apprui al of
the bill, which was carried unanimously.
Mr. BAXTER then read the heads-of No. 2 Bill, to en-
able the company to construct works in connexion with the
Manchester, Sheffield, and Lincolnshire Railway; to obviate
the recurrence of hindrances to the Great Northern traffic,
interposed by that company, by giving power to the Gnat
Northern Company to use certain parts of the Manchester,
Sheffield, and Lincolnshire Railway; also, to make curves
at Itetfunl, and to constrict short lines at Grimsby and at
Sheffield, and to raise 60,0001. for the purpose.
A resolution, approving of the bill, wan then put and
carried.
On the motion of Mr. MORGAN, Bet-muted by Kr.
WATERS, a cordial vote of thanks was passed to the chair-
man and directors.
The meeting then separated.

LANCASHIRE AND YORKSHIRE RAILWAY,

The committee of fifths and other shareholders who ad-1 s 7
journed to agree, if possible, upon the basis of an agree- be
ment to prevent further litigation cut stated in yesterday's
et.so
Express) having returned to the meeting, 23
Mr. H. HOULDSWORTH rose to report the result of 23
the conference amidst much applause. He said this duty i.
devolved upon him in consequence of his having been called 91ss1
to the chair in the committee-room. He had hoped, from IS
the spirit in which they met and the general desire known %.61, I
to exist among the proprietary of all dames for an amicable 23, ,
arrangement, that they would have been able to bring a 2n.
definite proposition before the meeting, to which sill es
could have at once assented. It was with regret that he 20
had now to state that no such conclusion had been arrived l
at, though he did think that there was a basis in the terms 6a-
so for as they had been agreed to, for an arrangement of ;
this unpleasant question by the shareholders generally. 20
The propositions brought before the committee had re- 20
solved themselves mainly into two, which were not very 10
different in substance, and he would now read to the meet- 50 1
ing what these propositions were, specifying the number of "31.
votes which had been given to each in the committee. The 22
first proposition was, . That the committee deeming it highly 8,1
desirable for all classes of shareholders that a settlement of
all matters in litigation shall take place, recommend that the
amount of paid up capital of the fifths shareholders be re- ge
duced from 111. 10s. to 111. That the fifths shareholders
take equal dividends with the holders of old stock for the 20
half year ending 31t December, 1850. That from the 31st
December last, the fifths shareholders take equal dividends to
on the amount of the reduced capital of 111., and on future
payments by them. That the calls on the fifths shareholders 50
for the 81. les. yet uncalled, be made not earlier than the
limes, and in the amounts, as under:-11. 10x. in September,
1851 ; U. in March, 1852; 11. 10s. in Sept., 1832; IL in 30
March, 18.53; 11. 10s. in Sept., 1853; 11. in March, 1854; and 13,
IL in September, 18-54. That an act of parliament be ap-
plied fur in the next session to contain all necessary clatters 23
for consolidating the company's acts, and for settling all
litigated points with regard to the present capital of the .5?
company. That all law proceedings be suspended until r,,,
the foregoing propositions can be legally submitted to 1,7
a general meeting of the shareholders, which the directors 11l
are requested to convene for an early day." This was
the first proposition submitted to the committee, and for it 20
there voted 5 members out of nine. The other scheme 40
proposed that no call should be made upon the fifths ,
shares for 1831: " that the first call should be one of 11.10 s.
on the 25th of March, 1852; that a call of 21. 10s. be made so
in 1833, a call of 21. 10s. in 1834, and a call of 2/. in 18.55." 13
The difference of opinion resolved itself into these two pro- _,
positions, the one part of the committee supporting the al
former, and the other party, consisting of four members, '• I
supporting the latter. The gentlemen who supported the se
first proposition were: Mr. Lerman, solicitor, York; Mr.
J. C. Harter, Manchester; Mr. W. Garnett, Queromore- 61
perk; Mr. Maxwell, of Liverpool; and Mr. Par- 12
sons, solicitor, London. He had himself been pre- „,
eluded from voting through being placed in the chair,
though he concurred in the same proposition. Though the m
committee had failed in this arrangement, he thought there
was sufficient in the propositions Laid down for the basis of
an arrangement by the proprietors generally, and he hoped I
an cipportunity would be taken of calling them together, gi
that these terms might be submitted to them. 111
Mr. LEE MAN, of York, said he had been as anxious as 111
soy member of the committee to meet the dissentients to 4
the first proposition, who dissented only with a view
to postpone the dates of the various calls ; and al
with that view, the committee had called in the , le
members of the finance committee of the directors, I IS
to know the position of existing mortgages, if possible to , It
renew them, and make all fair concessions. The result was • 20
that they found that the money which the holders of the et
fifths shares were bound to provide by the constitution of 121
their shares to pay off mortgage debts with, unless provided ' tit.
by September, would have to be borrowed at 4 per cent.
Now he saw no reason why they should give 4 per cent. for . N
that which these parties were bound to provide at the legal s,
per centage or dividend they were now claiming of 2 per la
cent. (Hear.) It was upon this point that the committee had 25
been unable to egret.. He much regretted it, hut he 10
did think that the great body of shareholders in the corn- 16t
Reny would nut reject these terms, and with that view be , gg
proposed now to submit them to the present general meet- , •
mg, and afterwards to bring them before a general special , es.
meetinit convened to consider the matter. (Hear, hear.) 6
Ile believed the fifths holders,when they heard of what had I
taken place, would say these getlemen who objected were I /6
not their true friends, and he therefore proposed, " That it I,
is desirable for a settlement of litigation in the company u
that an arrangement should be come to with the fifths
holders, and that without prejudice to the rights of the cm- 17
pang, in ease such terms be not agreed to, it be recommended' a
to the directors to arrange on the follow ing terms :-let. That
the amount of paid-up capital of the fifths shareholders be
reduced from 111. 10s. to 111. per share. 2nd. That the
fifths holders take equal dividends with the holders of the 72
old stock fur the half-year ending 31st Dec. last 3rd. That, ;
from the 31st Dec. last the fifths holders take equal diei. 20
dendsi with the holders of other stock on the amount of the 6
reduced capital of 111., and on future payments by them. 5
4th. That the calls on the fifths shareholders for the E
81. 10s. yet uncalled be made not earlier than the times 3.‘"
and the amount-, as under ,-Sept , 18.51, 1/. 10s. per share ; 11
March, 18.52, 1/. ; September, 18.52, U. 10s.; March, 1853, 20
H. ; September, 1853, 11. 10s.; March, 1854, 1/. ; Sep- 10
timber, 18.54, U. 5. That an art of parliament be applied 10
for in the next eession, to contain all necessary clauses for 3°
consolidating the enmpany's arts, and for settling all 2l liti-
gated points with regard to the present capital of the cam- 20
pony. 6. That all proceedings be suspended until the al
foregoing propositions can be legally submitted to a general it