The Express.
London, England, 1849-08-18 00:00:00

THE EXPRESS, SATURDAY EVENING, AUGUST 18, 1849.

hied. Meer Mita torPikkasiikg ihi eamewillife diesfedil he
empleyod la adjoedsribe balf.yearly ammo away am be
wady miner, but ken the skier and doodled explanations
alma to me by Mr. Pesky and Mr. Kinky, I eat whiled
therms, be esfely asksi ups few some time. if there be
gay error, I firmly believe it will be slightly in motes, rather
Pith the reverse."
" 017A1UnikID Linea.
la seder to enable the shareholders I r judge rightly of
Iftergesigeiety of taking them lime, it is dee to the directors
to my, that in scarcely one instance was a line takes obi-fly
.with the view to immediate profit, but that they were taken
mainly in the ant Mimeos with the view et keeping :them
oat of the bands of other conspaai.s, who it was supposed
would week them Winked, to the • midway. Fog
imams., se it appear., the Bristol and Bilmkgboae Peal
were taken chiefly to peeves% the Great Welters Geimeala
getting poseession of them, and by that MOM befailag the
broad gangs to Birmingham. The Leeds and Bradford. is
is mid, wee takes to prevent it falling into the bands of the
Leeds sad Monehmter, or the kinks gad York. Seek
being the ewe, whether the directors acted prudently or tot,
must be decided not merely by looking at the results to
this time ea a mosey speculation, but by taking into
account the mums above stated c and; farther. the elket
mei rename might fairly be supposed to produce on the
minds of the directors at the time the bargains were made.
With theee obeervations the oommittee will report upon each
line separately, and first—
" BRISTOL AND GLOUCISTIS. Ann fitititurzuam Ann
GLOUCLITIS
" Thyme lines were first taken is ken from, July 1,1846,
and were afterwards purchased by the Midland Company ea
the terms of 6 per coat to be paid to the shareholders on the
capital impended • dm Midland Company also taking to the
dents of dime copesies. The o:eat Western Company, it
appear., were in treaty for these lime at the time ot the Mid-
land arrangement, aid with a view, as is stated, to bring the
broad gauge to ihrmiembant.
" At the time of du hernia the lime were not paying as
mash as the Midland agreed to give foe them, and from that
time to Dieember 31,1816, a Lou of 27,6001. wee inigellised,
from the re being len by that amount than the sum
payable to the proprietors and creedtore of those lines.
From that time to the present the trade accounts of all
kinds, except for passeagers, appear not to hare best kept
separately from the general accounts of the company, and
therefore your committee have no mew of being enabled
to state with certainty whether any or what amount of loss
may hays been sustained since the above date. But to meet
this deficiency as far as practicable, your committee ordered a
return, the most correct that could be made, of the traffic of
all kinds for the ball year ending December 31, 1848; and
by this return it appeors that, after paying the usual sad
proper charges, the balance of revenue available for the pay-
ment of dividend and interest is 69,2191.3 e. 11. d. The divi-
dend paid for the same halt year, as per printed report, le
50,7331. 15e. 10d. and there appears also by the company's
books to have been paid for interest due 17,3801. 65., nuking
together 68,1641. le. 10.1. For that half-bear, therefore (i.e.
ending Dec. 31, 1848), these Ii ise, subject to the approximate
accuracy of the account furnished to the committee, may be
supposed to have cleared themselves, or nearly so.
" With regard to the loss that might be sustained on those
lines, it appears that there wee an agreement trial the Lon•
don and North-Western C empty, that they should bear
ball of it for 10 years. This agreement, however, bas been
cancelled, in consideration of the Midland Railway Com-
pany being allowed the use of the station about to be erected
by the L=ooll and North-Western at birmingham, and
acso to run their trains over the additional piece ot line which
will be constructed from the present station of the London
and North-Western to the new station in the centre ot
Bir-
mingham, fur a merely aominaal annual sum.
" Your committee have inquired fully into the value of
this new arrangement, both es a convenience to this com-
patty, and also as a consideratioa fur canceling the previous
agreement. Th. result is that they consider the use of the
new station at Birmingham to be indispensable, and that
the vain, of it, together with the use of the piece of new
line, is fully equal to the liability to share the lose on the
Bristol and Birmingham lines, from whirs the London and
North-Western Company have been released. The motives
of the directors in taking these lines, your committee think,
need not be called in question, inasmuch as, from all they
have been able to learn respecting them, it seems likely that,
ere long, they will be profitable concerns. Your iremmittee
have been over the lines, and the/ certainly afford, as appears
to them, great facilities for traffic, Tag removal of the ne
eossity for using the ' lift' at Birmingham, and also the
break of snags at Gloucester, your committee think should
be attended to es coon as convenient ; the former of them,
in consequence of the erection of the central station at Bir-
mingham, being indispensable to the full development of our
traffic.
"The interest in these lines held by the Midland directors
at the time of takinc to them was some 143 601. shares,
which was held among four; at the same time the board
held Midland stock to the amount of more than 100,0001.

"Tile LEEDS AND BRADFORD.
"The act for making the line from Leeds to Bradford,
with a branch to join the Midland, was obtained in the
erasion of 1844. The capital was 400,0001., to be r .ised in
601. shares. In the following session of 1845, the act for
extending the line from Shipley to Woo was passed ; the
additional capital to be raised for this purpose was 500,0001,
also in 501. shares. There was also power to borrow to the
extent of 300,0001.
" The lines— both the Leeds and Bradford proper, and
the extension to Cohn—wets made by the proprietors ,• but
shortly before the completion of the original line on the Leeds
and Bradford proper, the Midland Company agreed to take
them both on lease at a rent of 10 per cent. on a paid up capital
of 900,0001., for the term of 999 years ; which agreement wee
sanctioned by a general meeting of the Midland Company as
the 25th of July, 1846, and the lease forthwith negated. In
the leen it was provided that until the whole of both lines
should be finished the rent payable by the Midland Company
should be 45,0001. per annum. The main line was opened
about the time the lease was executed, and the rent of
45,0001. per annum has been paid to the end of last year.
The whole of the line being at that time fini,hed, the
Midland Company will have to pay this half-year, 45,0001.,
instead of 22.5001., that being at the rate of 10 per edit. per
annum on 900,0001.
" Messrs. Hudson, Waddinghsui, and Murgatroyd, three of
the Midland directors, were among the original promoters
and directors of the Leeds and Bradford line, and each had
a large allotment of shares; and Mr. Wi.ddinghans, who
seem to have been the most active, has given so lull an
account to the committee, both of the projecting of the
scheme, and of the way in which it came into the hands
of the Midland Company, that they have thought it
beet to give his account in his own words. Mr. Murgatrod
was examined on the same subject, and corroborated. sub-
stantially Mr. Waddingbam's testimony.
" The prominence given to this among the guaranteed
lines ernes chiefly from the fact of so large a rent being
payable for a line of the traffic en which no statement has
bees hitherto published, and on which it is supposed that
the Midland Company sustain a great loss ; and partly from
the supposition that many of the Midland directors held
them a large amount of shares in the Leeds and
among
at the time the lease was agreed upon, and conse-
quently, were actuated more by a regard to their own in-
terest than to that of the Midland proprietors, in promoting
the taking of this line by the Midland Company.
" With regard to the traffic on the Leeds and Bradford,
it appears that, except as to the passenger traffic, the an
*ants have not been kept as for a separate line, and, am
=ly, a correct account of the traffic cannot be far.
"Yo committee, however, in order to leave as little
limbs as possible on the subject, ordered the most correct
return that maid be made for the half-year ending the
31st December, 1848. From this return it appears that,
after deducting the ordinary charges against revenue from
the grew receipts, the balance remaining is 17,1621. 4e. Bd.
The rent payable for the line for the same half-year was
22,6001., and interest on borrowed money, B,3lBl.—together
30,8181. The loss, therefore, upon the half-year appears to
he 13,6661.
" It may be proper to take into account the amount of
traffic brought upon the main line of the Midland, which
if the Leeds and Bradford were in other hands, might pos-
sibly have been diverted into other channels. The whole
produce for the half-year ending 31st December last to the
Midland main line, from traffic to and frees the Leeds and
Bradford line, is 10,6111. 91. Bd. • moreover, your committee
believe that there is • constderable improvement in the traffic
over the corresponding period of last year, so that it may at
this time possibly be about half paying itself.
"At the time the lease was finally agreed upon, nine of
the Midland directors held shares in the Leeds and
Bradford. Shares.
Mr. Waddingham held 1,261
Mr. Murgatroyd
Mr. Hudson
ao
The ',maiming six directors held among them 338 'harem.
mss to 16,9001. Six of the Midland directors had so
'Dark awl Bradford shares.
"Ss Midland board at the game time held stock and
Ibises to the Midland as below :
Mr. Waildiasham LlO,OOO
Mr. M=royd 5,233
Mr. H
The seassimieg twelve directors held Midland stock and
she te an assimat exceeding 66,000 i.
t. How far the Midland dimmers were iciloanced by im-
modest, to =kin the bargain with the Leeds and
Bradford O the above information will mast the
gsspm iissYinß.
Tour meamilis• add, that they are informed that at the
limed ihe hese it was the opinion of many hat the Leeds
mad Seedbed would eventually. pity 10 per mtat. ; and they
are aware that now the same opines prevails tease extent
" There seem to be doubts entertained by some of the pas
misters as to the legality of this lease, and the
hawbeen 'tinnily urged to take commisils epleiss thersim
The matter was discussed by the assemibse. sib
arried, though net unanimously, that it was net 'n=ub-
to de gm inasmuchinasmuch as the committee Mil lashed into
le_es, end it appeared that the Leeds and Seedbed sets of
LIM and 1845 gave them power to lease te the Midland
Oempasy, end also gave power to the Midland Osuipany
.she the lines on lease—that the teals he selling the
general meeting to ensidar the mildest bib beta edverdeel
es the law required—that the resedegb:dareed se the
lease,
lease, and that the less. had been duly em
" The question, therefore, remains as It was, and can be I
hikes up by the shareholders if they think peeper.
"LEICESTER AND BWANNDICITON.
"It appean that this line wee opened in 1832. The '
capital was 140,0001. At the time of the purchase of the lice
by this company, your committee believe that it was pro-
clueing about 8 per sent. to the proprietors; but in order to
defray the expeneo which had been incurred in relaying the
line, the proprietors had for some time reduced their divi-
dends to 6 per cent. A t the time of purchase of this line the
Leicester and Tamworth Company were seeking to possess
them elves of it, and it appears to the committee that there
were reasons besides the capacity of the line to produce re-

wow why the Midland eseepaoyebould become the pro-
prietors of it.
' The terms oa which the Midland Company purchased
the Leicester and Sweasington were 8 per mat. on a ea.
pita of 140,0001, taking also to the debt of that company, to
en extent not exceeding 10,0001. Since the purchase the
Midland Cumpeny have timbre/kip eaten i.ms, widening.,
and branaha, amounting to 23i
" rove an approximate Tatum of trellis for the half year
ending December 31. 1848, there appears, alter paying the
usual canent chews, • balsa°, ot 6,6171. 2s. dd. appli-
able to the payment 41 dividaid. Tbis„ it will be observed,
is jam goat eseeleat to cover the Wt-year's guaranteed
dividend. With regard to tbe additions made to the line,
them ought fairly, your committee think, to be looked upon
the same as other new lines, from which at first no greet
revenue can reasonably be expected, and for the development
of the trade on which a resionahle period ought fairly to be
allowed.

plated.--7' 114 whole of the additions to this line are not yet cow
" Very few shares, say 85, in this line were held by the
board of dinetors._

BILIWAINIC VALLIT.
"This line was In pleated in 1844, and in February,lB4s,
before the act was obtained, was 'greed to be purchased by
this company, the price being a minimum guarantee of 6 per
cent. on a capital not exceeding 146,0001. This line wen
opened in September, 1847, but up to this time the intik
has been small. This may pertly be accounted for by the
fact that a canal runs parallel with the railway the entire
length of the valley, and also :partly by the fact of the rail-1
way not being at present a thoroughfare. There is, however,
in the course of construction about 14 mile of line, which
will unite the Erewash with the Mansfield and l'ington
branch, and thus open the valley to Mansfield. Teem is
also an extension being made towards Clay Cross, about
24 miles in length.
" From the exceeding richness of the Enmesh Valley in
1 minerals, as well as from the extensive iron-works of the
Butterley Company being situated en or near the line, your
committee think that in a few years it is liaely that this line
will be remunercive in itself, es well as become a most valu-
able feeder to the main line.

"Moreover this line, in the hands of an independent
company, might, by the addition of a few miles at the north
end, have been made to join the Midlan.l main line near
Clusteritld, a.,d thus have become a competitor with the
Midland for a portion of the traffic en the main line. By
these same means also, whenever it shall be necessary to
shorten the main line, it may thus be effected.
Independently, therefore, of the value of the line in
respect of its own traffic, your committze think It would not
have been WWI to allow it to have been in other hands.
. _

ly 40 shares were held in this line among the Midland
directors. _ _

.. SHRIPIELD AND ROTHERHAM.

Tvis is a short line, connecting the town of Sheffield
with Rothe, bona and Masborough. There is a considerable
traffic on this line, and your committee entertain no doubt of
its being rananerative to the c..mpany.
•• The line was originally laid with rails too light for the
traffic ; bat slam it mom tato the hands of this company it
has teen relaid with heavier rails.

Before the purchase ot this line, the Midland Railway
approached no nearer to the important town of Sheffield
than about 64 lees, at Muborougb. This was a great de-
tect, and felt to be a great inconvenience to all parties ; and
it appeared that the best way in which that which was
omitted when the Midland was made could be supplied was
to purchase the Sheffield and Rotherham line. The share
capital of this line is 150,0.01. on which there is guaranteed
a dividend of 6 per cent.
"Year committee were so satisfied of the traffic on this
line being remunerative, that they did aot think it necessary
to require any return of it, especially as no separate account
bad been kept as for a distinct line.
t. Only one of the Midland board held ;shares in this line
at the time ot the guarantee.
"Cottaxeiox.
" From a perusal of the whole report, including, of course,
that of the accountants, an idea sufficiently correct, your
committee think, for all practical purpose, will be gathered.
It will be seen that, If the corrections of the capital end
revenue accounts, as suggested by the accountants, he laid
aside, it will require some 2,600,0001. more capital to finish
all the works for which acts have been
.obtotned than the
company have present power to raise. If, on the other
hand, the company stop short on the completion of the works
in hand, there wilt be a surplus of ay. liable capital of about
2,000,0001, which may be applied is the discharge of so
I much debt. .

if it be determined to cornet the capital and revenue
accounts, as suggested by the aceuntann, the position of
the company, u stated aBove, will also be liable to cor-
rection. Your committee, however, think that the but
course to take would be to leave the two recounts to stand
as they do, subject to the liabilities of revenue account ad-
mitted by the company, which may be dealt with at the
convenience of .he company.
"Of the guaranteed lines, the only one, as it seems,
likely to remain long a burden is the Leeds and Bradford.
It is probable that this will become less so year by year.
As the works in ;hand are nearly completed, the capital
account may soon be virtually closed, and so further dis-
putes about the due apportionment of ezprnclimre between
capital sod revenue acceunts be avoided.
From the accountants' report it appears that, on the
31st of December hat, about 800,0001. is the amount esti•
mated to be necessary to complete the works in hand.
There have been since that date various palmtmts on
account of the works in hand, but owing to the company's
accountants having been so much leaped by the investi-
gation the committee cannot conveniently ascertain the
amount.
t. It will be seen that the company has, or will shortly
have nearly 600 miles of line ; and that it is entirely owing
to the great increase of capital expended in the construction
of these, together with :be unfavourable results of the
guaranteed lines, that the necessity for reducing the dividends
has arisen.

" As regards the security the concern affords to the d. ben-
ture and other creditors, the committee n•ed only point to '
the fact that, for the year ending 31st December last, after
paying working expenses, rates, and taxes, the rent of the I
Leeds and' Bradford hoe, and all the interest on the borrowed
capital out of revenue, there remained above half a million
sterling applicable to the payment of dividends, guaranteed
and otherwise.
" Creditors, then, having precedence of shareholders, either
guaranteed or not, it follows that the company are entitled '
' by the condition of their ee , to borrow on the lowest
terms the general value of money will admit of.
" Hereafter the attention of the directors will be confined
to the working of the line, in the cluing of which they should
give special attention to the practice of general economy—
to a noniron of the scale of eateries and wages, as well
as to the economising of trains—running no more
than requisite, and apportioning, as nearly as may be, the
carriages to the number of passengers—reducing the speed,
and ceasing to run express trains, as far as practicable, all
of which have become necessary from the great reduction
of dividend. They should also endeavour, by consultation
with the boards of other companies, to agree upon a
uniform system of keeping their accounts, suds system
being caleralred to show clearly the actual state of every
branch of income and expenditure; sad also upon a more
complete system of audit, the time being now come when
either a more efficient plan of audit must be adopted, or a
government system will be enforced upon railway com-
panies, which the committee consider would be highly ob-
jectionable.
" Moreover, the directors should endeavour to be prepared
at every general meeting, as well as inclined, to explain any
subject of importance connected with the company's affairs
updh which they may be questioned.
" Your committee think that the payment of arrears of
calls should be enforced as speedily as possible, in order to
avoid eventual loss to the company,
" At respects the arrangements between the directors of
this and other companies, whereby they are allowed to travel
free over each other's lines respectively, the committee think
such arrangements are both liable to abuse, and also that
they are unequal in their operation, for which reason they
disapprove of them.
" With these observations your committee beg to conclude
their report.
" CHARLES AMIRIMORS (Chairman),
W. surra,
W. WATeox,
Joy's CLannuonT,
JOHN STAZILT,
WILLIAM M'CIALLM,
Joule Miami, Jam.
WILLIAM SKIM, Jun. (fieeffirtary).
" Derby, August 11,1849."
The accounts state that, by the half-yearly statements
of 31st Dee., 1848, It appears that at that date there existed
en excess of expenditure, over receipts in capital account,
' ' alleviating to the sem of 451,4044. 3a. 6d., and a snrplue on
revenue amount amounting to the sum of 202,3491. 19e.,
available for a dividend.

BUCKINGHAMSHIRE.
Yesterday, the half-yearly general court of proprietors
of this company was held at the Easton Station—Sir ILaar
VIIII4IIY, Bart., in the chair.
The minutes of the last general meeting having been read
and ormarmed.and the company's seal affixed to the registry of
proprietors, the directors report wassubmitted to the meeting
from which it appeared " That the works are proceeding in a
satisfactory manner on the line from Bletehley to Banbury,
and that the Oxford line is in a forward state, The station
works, which have been reamed to the smallest seals conga•
tent with efficient traffic accommodation, are commenced,
I and the directors hope that the railway will be ready for
traffic by the spring of 1850. The directors, impremed
with the necewi'y of eeenomising the expenditure of
capital, and desirous of accelerating the completion of the
works, have decided to lay down single lines of rails from
Claydon Junction to Oxford and Banbury respectively ; pro-
viding, however, a double line for an adequate distance at
each important station, and patting down the electric tele-
graph for the ureic* of the railway. The terminus of the
lima already authorised to Oxford, not lving so eligible in
point of positio • or cost, se the directors would desire, mea-
sures are now being taken to endeavour by arrargements
with the Great Western Company, and otherwise, to provide
a better terminus, end to a Potation (with the required
accommodation for exchange of trolls) with this Oxford and
Rugby Line, north of Oxford. The directors hays taken
eteps for closing and settling all outstanding liabilities for
these expensive and unfortunate contests which followed the
introduction of the broad gauge into the Buckinghamshire

district."
By the financial statement appended to the report it ap-
peared that the total amount raised on calls and loans by the
smtirfosay is 881,3841.175., of whisk the sum of 844,2311.19 a.
has been expended, leaving • balimee in the hands of
bankersj &mounds/ to 37,1521. 18e.
C The HAIBMAN, in moving that the report be adopted and
circulated among the shareholders, observed that although
railway property was neoserarily abbot to amok tlastattke,

his feelings as to the valued his investment in the Bucking-
hamshire line remained quite unaltered, being neither ele-
vated when the shares ware high nor &premed when low.
The Hon. Mr. P1111111.0114r seeocded the motion.

—repo--it—Wi;
Mr. R. Carter wu re-appointed auditor. lied Major Gene-
ral Whines was elected M supply a vacancy is the direction,
awed by the retirement of Edward Cobb, Esq.
Mr. Ilinnatuts then moved the thanks of the meeting
to the ehairman and board of directors, and the chairman
having returned thanks, the proceedings terminated.

YORK, NEWCASTLE, AND BERWICK
RAILWAY.
THIRD REPORT OF THE COMMITTEE OF
INVESTIGATION.
This &cement is to be laid beim the shareholders in the
York, Newcastle, and Berwick Railway Company. at the
extraordinary meeting to be held at York on Thursday next.
The most interesting part of the report is that which relates
to the

OMIAT WORTIt 01 'NOLAND LIAIII AND
Tb• •ariey of views entertained amongst mine of the
shareholders (says the report), and the imps rteetinformation
possessed by others with regard to the precise nature of t►e
transactions between this company end the Great North of
England Company, appear to your committee to make it
desirable that they should present a full statement of the
engagement subsisting between the two companies, in order
that the shareholders may be the better able to understand
and judge of the course which the committee will have to
recommend.

In 1842, the Great North of England Company were an-
dunked to transfer the making of the line north of DAT•
Heron to any_other company, and an act was paned, incor-
porating the an
and Darlington Junction Railway
Company for comoleting the railway communication between
Newcas•le and Darlington, the works of which were imme-
diately commenced.
In the early put of 1845, Mr. Hudson, who was then
chairman of the Midland, the York and North Midland, and
the Newcastle and Darlington Cempaniee, entered into ne-
gotiation with certain sharebolden of the Great North
of ,England Company for leasing the line of the latter I
compute, with power of purchaee, and an agreement for
!eau and parches was ultimately come to between Mr.
Hudson and Mr. Oxley, who was then the chairman of
the Great North of England Company. Your committee
I have not :been ahle to obtain a sight of that agn ement,
les it is stated that this company is not in possession of it or
of any c• py, and the solicitors of the Great North of England
Company decline to produce it, alleging that they do not
consider it consistent with their duty to furnish any dotty-
Meat belonging to their company, for the purposes of a com-
mittee formed and opt ointed by another company.
Your cemmitUre, howsver, have no doubt that the terms
of agreement were contained in certaia resolutions submitted
by the chairman and directors of the Great North of Eng-
land Company to a meeting of their shareholders on the
24. h June, 1845, and which then received their unatimous
approval.
Those resolutions were as follow :
G.CTit• nucleon, Ens. of York, cheirman of the Midland,
the York and North Midland, end the Newcastle and D..r.
newton Jurction Railway Companies, having, on behalf of
those companies, agreed to the following propositions made
to him by certain shareholders inthia company, and approved
by the directors thereof, for leasing the Great North of Eng-
land Railway, with power of purchasing the same,
namely :-
1. That 10 per cent. per annum he guaranteed on the 1001.
and the 401. shares from the Ist of July next.
2. That the conditions upon which the 401, shares were
issued shall remain in full fore,.
3. That the holden of the 301. shares shall receive 51 p. r
cent. interest on the several calls which may be made upon
them, until the whole be paid up.
4. That the sail 301. shares snail be called op on or before
the Ist of July, 1847, after which time they shall rank
eqtially as to rue of interest with the 1001. shares.
5. That all dividends shall be paid half yearly.
6. That the guaranteeing companies shill be the York and
North Midland, the Midland, and the Newcastle and Dsr.
lington Companies.
7. That the several companies above-named shall have the
right to purchase the Great North of England Railway, with its
stock, properties, and effect, at anytime ben*. the Ist July.
1850, paying 2501. for each 1001. share, 1011. for each 401.
share, and 761. for each 301. share, and the Great North of
Lapland Railway Company shall have the power to compel
such purchase at these rates on the Ist July, 1850.
8. That the said companies will take upon themeelves
every desetiption of liability of the Great North of England
Railway Company, whether pecuniary or otherwise.
9. That in addition to the abase-mentioned terms an issue
of shares of 162 each shall be made, which shall admit of an
allotment of one now share for every 1001. share, and one
new *hare for every two and a half 401. shares, which 1.51.
shares shall all be paid up on or before July 180849, re
ceiviog 6 per cent. on the instalments, after which the hold-
ers shall receive 10 per mat, per annum in like manner with
the 1001. and the 301. shires ; and that clause 7, with r. geed
to the purchasing and selling of the Orr at North of England
Railway, its property and eff. etc, shall extend to the 151.
shares, at the rate of 371. 10d. per share.
Ann Mr. Hudson having, on such behalf as aforessid, on
the '27th of May last, pledged himself to complete the ar-
rangements se soon as a majority of the shareholders of the
Great North of England R ulway shall have given their ap-
pr.val at a special Kennel meeting,
It was resolved unanimously,
" That the terms ablve-mentioned for leasing the Great
Northot England Railway to the Midland, theYoik and North
Midland, and the Newcastle and Darlington J unction Rail way
Companies, with power of purchase by the s_id companies
be, and the same are hereby approved and sanctioned by this
meeting, and that the directors of this company be, and they
.

are hereby invested with toll power to enter into the neces-
sary articles of agreement, binning this company to carry the
arrangement hit° effect, so tar as they now legally can and
also binding this company either to apply or co-operate in
applying to parliament in the next session, as hereinafter
provided, for powers to carry the same into more full and
complete t fleet, and uleo aa soon as such articles of agreement
shall have been prepared and approved, and the
common seal of the above-mentioned three other com-
panies shall have been attached thereto, to affix
the common seal of this company to the same; and
the directors are hereby further authorised either to apply
for and obtain, or co operate with the said other companies
in applying for and obtaining, an acts or sets of parliament
in the next session, to authorise the full and complete carry-
ing out of the provisions of the agreement to be entered into
as abuse mentioned ; and the directors are hereby fully em-
powered in the meantime generally to adopt and take all such
other measures and steps consistent with this company's exist-
ing acts of parliament, and whether in cases specially pro-
vided for by the foregoing resolutions or not, as may appear
to them seminary or expedient for fully, and in effect, carry-
the provisions to be contained in the said articles of
agreement into execution."
Pour days after the meeting of the Great North of Eng-
land shareholders, that is to say, on the 28th June, 1845,
a special meeting of the Newcastle and Darlington share-
holdeta was held,when the following resolution was passed :
" That this meeting approves of theagreement entered
into by their chairman, George Hudson, Esq., on behalf of
the Newcastle and Darlington Janetion York and North
Midland, and Midland Railway companies, for leasing the
Great North of England Railway, with power of purchasing
the same, on the following terms, namely." [And then fel-
lows an exact copy of the terms set forth in the resolutions of
the Great North of England Company ]
The following sdditionsl resolution was also pus ed
" That the directors of this company be fully ant horised
and empowered to do all requisite act" for carrying the
agreement Into effect, in such manner as they shall deem
most expedient."
It is remarkable that, although the foregoing resolutions
are entered in the minute book of this company, the minutes
of that particular meeting are not signed by the chairman ;
but your committee fled theresolusions entered intim minute
book to correspond with the resolutions as reported in the
po
newspapers of the day.
By a lease, dated 27th of August, 1845, between the Great
North of England Company, as lessors of the one part, and
George Hudson, John Ellis, Joseph Holdsworth, William
Evans Hutchinson, William Murgatroyd, John Wedding-
too, Samuel Beale, Charles Tee, Robert Davies, James
Richardson, Richard Nicholson, Sir John Simpson. Thomu
Barstow, George Dodsworth, Edward Oxley, Nathaniel
flews, and Nicholas Wood, Esqrs., as lessees of the other
part, all the rates and tolls payable on the Great North of
England Railway were demised under certain limited
powers of leasing contained in the Great North of England
Company's set to Mr. Hudson and other the parties lessees,
for a term of three vestry, from the let July, 1846, at the
yearly rent of 141,9001, payable hall-yearly.
The common seal of the Great North of England Com-
pany was affixed to the lease, which was executed by all the
patties, except Messrs. Hoaldsworth, Hutchinson, Marge-
troyd, Waddington, and Beale, who represented the Midland
Company. A special minute is indorsed in the following
words:
" At a special general meeting of the Newcastle and Dar-
lington Junction Railway Company, held at York, on the
4th day of May, 1848. the within written deed was produced
and approved of.—Goo. HUDSON, Chairman."
By another deed, dated 28th August, 1845, made between
the Great North of England Railway Company of the
first part, and the Midland, the York and North Mid-
land, and the Newcastle and Darlington Companies of the
second part, to which deed the common seals of all these
companies were attached (except that of the Midland
Company), after setting forth the Great North of England
Company's acts, and the capital which had been created
under them, and also the resolutions of the shareholders
of the Great North of England Company, passed at their
meeting on the 24th June, 1845, and also that the proposi-
tions for a lease to the said companies of the second part,
with power of purchase, bad been approved by the York and
North Midland, Newcastle and Darlington, and Midland
companies, at meetings specially convened for the purpose,
and also setting forth that it was resolved and agreed that
41 part of, or auxiliary to the arrangement referred to, the
Great North of England Company sbould, in pursuance of
the power contained in their first act, let t
ree certain perms.
named by the other three companies, the es and tolls of
their railway and branch, and 9110 of their rolling stock for
three years, from the first July, 1845, and should enter
into a contract, for perpetual renewal of such lease, so far
as they could legally bind themselves, and that accord-
ingly such • lease had been executed, being the lease of
27th August, herein referred to ; it is then pro-
vided by the deed, to which reference is now
made, that the Great North of England Company should
grant, and the other companies, parties thereto, should
take a lease of the Groat North of England Railway for 1,000
ears, at the rent of 141,9001., payable half-yearly, on the
jot
July and Ist January, and that all the companies would
jointly apply to parliament for powers to enable the Great

North of Englar d Company to grant to the other companies
of the second part, to accept a lease for the period, and upon
the terms therein, before mentioned, end oleo for enablien.
the Greet North of England Company to sell to the said
other companies, or to such one or two of them es might,
by any arrangement between them, have en option to make
the purchase alone, and also for enabling or competing the
companies, or stick one or two of them (as the cue might be)
to purchase the railway at the period therein mentioned.
And it was provided that In case any of the cempeeiss
should refuse or neglect to concur in applying for an set of
parliament, the other or others of such companies might
alone apply for such act, and that in the meantime, and
until the act should be obtained, and a valid lease in pursuance
thereof granted, the companies of the second part should pay.
he rent reserve!, and further, that in the meantime, and
until such actehould be obtained, the lease for three years.
should be renewed at the expiration of each period of three,
teats, to the talent that the said lease should be renewable
upon the some term, for ever. The deed then proceeds to
make the companies of the second part responsible for pay
meet of certain debts and liabilities of the Great North of
England Company, and stipulates that, " in case the neces-
sary powers and authorities should be obtained frem parte.
cunt, the companies of the second pert, or the Mtn r two of
them, as aforesaid, should, on the one band, be at liberty (at
nay time prior to the is: July, 1860) on giving notice, and
ahould, on the other hand, be bound and nbliped on such Ist
July, on having received tram the Great North of England
Company six months' notice, to purchase the whole of the
railway at the price of 3,547,5001. over and above, and in ad-
dition to paying the debts and liabilities of the company com-
prised in a schedule annexed to the deed. A prOVISO is then in.
sorted in the deed, that the Newcastle and Dulington Com.
pany should hue the eption of purehaeing.on their own sepa-
rate account, the entirety of the Great North of England
Railway, on giving to the Midland and York and North
Midland Corepanirs three months' notice, atter which the
right of purchase shou'd exclusively beLner to the Newcastle
and Darlington Company, but without prejudice to the right
of the Great North of England to enforce completion by all
three companies, in cue of failure by the Newcastle and
Darlington COLOp 'ay.
This deed is indorsed as follows :_ _ _ _

"At a special general meeting of the Newcastle and Dm
Banton Junction Railway Company, held at York, on the
4th day of May, 1846. the within written deed was produced
and approved of.—Gno. HUDSON, Chairman."
"At a special meeting of the Great North of England
Railway Company, held at Darlington, in the county of
Durham, on toe sth day of May, 1846, the within written
deed was produced and approved Of.—EDWAIID OILBY,
Chairman.
The hooka of the Newcastle and Darlington Company
show, that at the half-yearly meeting of that company, held
on the 16th January, 1846, it was resolved, " that the direc-
tors do concur in the application about to be made to parlia-
men: for the purchase and leasing of the Great Norm of
England Railway ;" and at the special general meeting of
tne Newcastle and Darlington Company, held on the 4th
May, 1846, being the day of the date of the indortements
on the (beds hereinbefore mentioned, it was resolved "that
a bill for enabling the Great North of England Railway
Company to lease and also to sell their railway to the New-
castle and Darlington Junction Railway Company, and to
authoriur the raising of additional money by the said lasts
mentioned company for those and for other purposes, be
approved of, subject to such alterations therein as paths-
meet may consider neceniary, and that the seal of this com-
pany be affixed to such bill."
It des not appco that any notice was given by the New-
castle and Darluigten to the Midland, or York and North
Midland Companies of their intention to isersise the power
Riving them the option of taking the entirety of the Great
North of England Railway, while the Midland and York
sad North Midland Companies did not interfere in the
pplication for the act of parliament, which was sought for
and obtained in the session of 1846 by the Great North of
E..gland and the Newcastle and Derlisgton Companies
jointly, and which enacts " that it shall ire lawful for the
Grist North of England Railway Company, with the
consent of three-iiithe of the shareholders present at a
general meeting to be held on the third Wednesday
after t.O pulsing of that act, to demise or lease
for any term or number of years, and also absolutely
to sell and convey to the said Newcastle and Darlingtoh
Junction Railway Company, and for the said last-mentioned
' company, with the consent of a general meeting of share-
holders, specially convened for she purpose, to accept and
take, and also w purchase for inch consi .eratiane, either in a
grow sum of money or annual rent, as they shall thii,k pre-
' per, the Great North 05 England Railway and Branch Rail-
way (to Richmond) and either before or atter the same shall
have been completed, and ev. ry such lease and purchase
shall be valid and effectual during the continuance of such

it se, or absolutely and for ever (as the case may be) for the
purpose of entitling the Newcastle and Darlington Company
freely to use and occupy the lines of rangey and exercise
the power. and privileges of the Great North of England
Railway Company." By another clause in the same
act it is provided, that " any deed or deed,. ngreemnts
or agreements, which might have been entered into and
executed by or between the said Great North of England
Railway and the ail Newcastle and Darlington Junction
Railway Company, either nine or together wiih any other
company or companies, or by or between, or with rely of the
directors of either of the same two companies, alone or
jointly with any other director or rigout., with reference to
the making or granting and acceptance of any such lease or
purchase as aforesaid, or the terms or conditions thereof,
prior to the passing of this act, or which should have re-
ceived the sanction of a gen. rot meeting of each of the same
two last Maove-named companies respectively, should, if the
same be consistent with the provisions of this act, be as valid
and binding on the same two last above-named companies as
though the same had been entered into under the provisions
of this act."
By section 8 of the same act, it is enacted, that on pay-
ment of the purchase-money and publication of notice in the
London Gazette and upon the execution of a deed or instru-
ment of conveyance duly stamped for denoting the payment
of full and proper stamp duty, in respect of the whole pur-
chase money, the Great North of England Railway, branch
railway, and works shall belong to, and ha vested in, the
Newcastle and Darlington Junction Railway Company.
By section 15 of the same act, it is enacted that the pur-
chase-mosey is to be divided between the several persons
who, M the time of payment. shall be proprietors of shar-e
in the capital of the Great North of England Company in
proportion to the number of their shares therein.
By section 37 of the same act, the Newcastle and Darling-
ton Company are empowered to erase an additional capital,
not exceeding 4,1,00,0001 , by the creation of new shares or
stock, in such manner as may be or may have been agreed
lupon at any general meeting of the company specially con-
vened for the purpose.
By section 40 of the same act it is enacted that the New-
"aide and Darlington Company shall, after the passing of the
set, be called "The York and Newoastle Railway," and by
that name have, exercise, and be liable to all the rights,
powers, privileges, and duties which the Newcastle and
Darlington Company by that act, or the several recited setts,
are empowered to have, exercise, or are made liable to.
On the third Wednesday after the passing of the act, viz.,
on the 12th August, 1846, a m-etiog of the Great North of
England shareholders was held in pursuance of the tern's
of the act of parliament, and the following resolutions
passed .
Resolved,—That this Company do agree to lene for such
a term of years as the directors for the time being of this
company may deem expedient, and also absolutely to sell and
convey to the York and Newcastle Company, lately called the
Newcastle and Darlington Junction Railway Company, the
Great North of England Railway, and also the Great North
of England and Richmond Railway, together with all the
stations, wharfs, houses, warehouses, buildings, works, lands,
hereditament', and appurtenances belonging thereto respec-
tively, or with them, or any of them, held, used, or enjoyed,
or any pert thereof, and all their rights, powers, and privi-
leges in relation thereto, or otherwise belonging to them,
at the yearly rent and upon the terms and conditions men-
Reset and contained in • certain indenture of lease, dated
the 27th day of August, 1845, and now produced, so far en
relates to a lease of the said Great North of England Rail-
way, and the Great North of England and Richmondltailsray
with their respective appurtenances, and at the prices or con-
sideration mane.', and upon the terms and conditions men-
tioned and contained in a certain deed of contract and ar-
rangement, bearing date the 28th day of August, 1845, and
now also produced to this meeting, so far as relates to • ssle
and conveyance of the Great North of England Railway and
the Great North of England and Richmond Railway, with
their respective appurtenances.
Resolved, also, that the directors for the time being of this
company be and they are hereby authorised to do and execute
all such acts, and to affix the common seal of this company
to any document or documents which may be necessary to
carry suck lease end sale into effect—Resolved, also, that the
said indenture of lease of the 27th day of Auouet, 1845, and
the said deed of contract and arrangement of the 28th Aug.,
1845, be and they are hereby respectively approved of and
confirmed.
On the 14th of September, 1846, • special meeting of the
shareholder' in the York and Newcastle Railway was held
pursuant to advertisement, which set forth as one of the
objects of the meeting, " to exercise the powers and authori-
ties of the Great North of England Purchase Act, 1846, so
far as regards the leasing of the Great North of England
Railway, and the purchase thereof." Your committeehave
fe rerred to the minute book of the company, which purports
to contain the resolutions of the shareholders at the general
meetings, and which book forms the proper legal evidence of
the proceedings at inch meetings, and they find under the
date of the 14th September, 1846, three rolutfons entered
as having been pawed at the meeting held es
on that day, and
the same ere duly signed by the chairman ; but there is no
entry of any resolution having been passed on that day on
the subject of the Great North of England lease or purchase.
This circumstance is remarkable, inasmuch urine committee
cannot doubt that • resolution was in fact passed at that
meeting, for they find it set forth in the newspapers which
gave the report of the proceedings in the words following :
" Resolved—That this company do agree to accept a lease
for such term of years as the directors thereof do approve,
and also to purchase the Great North of Ragland Railway
and its Richmond branch and other works and property
more particularly specified in a certain deed of arrangement,
dated the 28th Angnst, 184-5, on the terms end conditions
therein contained, and in a certain indenture of lease, dated
the 27th day of the same month, both now produced, which.
same instr;ments this meeting approves of and confirms."
Whether the omission from the company's books ofa re-
solution so important to its interests was the effect of mistake
or design, your committee do not venture to express an
opinion, bat upon the easumptios that such a resolution was,
in fact, pared by the meeting, the omission to enter it on
the proceedings skews gross neglect on the part of the
officials of the company as well as of the directors, whose
duty it
suchsg the magnitude of the interests in-
volved in • reeoltitthn, to have Nen that the game was
legally mounted.