The Sun.
London, England, 1841-08-11 00:00:00

,0 UGH !JAIN 1

AR

A special meeting of the Proprietors of this Bank was
held last night, at the Bank, in IVigmore-street, for the
purpose of examining into the affairs of the Bank, and
to receive the resignation of Mr. Hannay, the Managing
Director.
On the suggestion that a Chairman be proposed, •
Mr. ABRAHAM rose and said he thought the names of
the Shareholders slimed be called over, stating those
parties who had not paid up all the calls on their shares,
as he should object to any party voting that had not
done so.
Mr. BEBB, the solicitor to the Proprietors, referred to
a section of the Act of Settlement, which provided that
no person should vote who had not paid up all the calls
on his or her shares.
Mr. ROY, solicitor to the Directors, said he thought it
would he detrimental to the interest of many of the Share-
holders if the list were gone over for that purpose, espe,
cially as it would get into the public press.—(Cries of
" Oh, oh.") He thought that according to the deed of
settlement, a thousand shares should be paid up to
constitute a legal meeting.
After a short discussion the question was agreed to be
waived.
Mr. Roy then asked Mr. Bebb whether he would agree
that the Chairman be chosen from the Board of Directors?
Mr. BEBB, on referring to the Deed of Settlement, said,
that the Chairman must be chosen from the Board of
Directors, but a question would arise as to whether he
was qualified as a general director.
Mr. ROY—Certainly.
Mr. BOSSON then proposed that Donald Maclean,
Esq., MY., should take the Chair, which was seconded
by Mr. Vizzard.
Mr. BEBB objected to Mr. Vizzard seconding the mo-
tion, as he appeared as proxy for another party.
Mr. WALIcEn then seconded the motion, which was
put and lost.
Mr. ABRAHAM said he should certainly oppose a Di-
rector taking the chair.
Mr. BEBB thought that however unpleasant it might
be, the only mode, according to the Deed of Settlement,
was to propose each Director seriatim, rejecting each of
them. But he thought the best way would be for the
Directors to withdraw, and then they might, agreeing
with the reading of the deed, proceed to elect a Proprietor
as Chairman.
Mr. ROY said he would submit it to the opinion of Mr.
Vizzard.
Mr. BEBB said he should be most happy to submit to
Mr. Vizzard the reading of the clause in the deed.
Mr. VizzAnu said it was not possible to look at the
clause and not see that it was not calculated to meet the
difficulties of this question, as a Director could not be
elected but by a majority of the Proprietors.
Mr. ROY said the deed distinctly stated that a Direc-
tor should be chosen chairman.—(No, no.) It did ; it
confined the election to the Directors alone.
Mr. VIZZARD said it was much to be lamented that
the gentlemen present would not elect a Director and
avoid this useless altercation.
Mr. ABRAIIA3I said the objection was raised solely on
account of the observation Mr. Roy had made as to its
being injurious to the Directors to make the names of
those parties public who had not paid their calls.
Mr. ROY said he was called on to act when the _Bank
was in difficulties, and be must say that blame attached-
to parties at head-quarters. He found matters that would
require a great deal of investigation, and 'be thought the
first thing to be done was to call a meeting of the
SharehOlders. A very respectable individual was called
in, an accountant, to examine the accounts, and matters
were thoroughly investigated by him. There were ninny
things that it would be injurious to make public at a
meetinr, of this description. It was to the interest of
the Shareholders to get rid of difficulties, and not to
throw them in the way ; and he thought the best way of
consulting the interest of all parties, would be to ap-
point a chairman at once, and then have the Bank
dissolved.

Mr. ABRAHAM said that if the Deed of Settlement had
been printed sooner, it would have prevented the dilemma
in which they were at present.
Mr. VIzzARD asked if there would be any objection to
Mr. Walker taking the Chair ?
Mr. ABRAHAM said it was very plain that there
were two interests in that establishment, although
there should be only one one for the Directors,
and one for the Proprietors and that was the rea-
son they (the Proprietors) voted against any Di-
rector taking the chair. There were matters of late
which had come to the notice of the Shareholders that
proved this. There was evidently a wish on the part of
the Directors to conceal something' A great power was
vested in the chairman, and therefore they thought it
more expedient that one of their own body should be
chosen.—(Hear, hear.)
Mr. BEBB begged to state that there was not the
slightest feeling of objection against any gentleman of
the Direction personally. The feeling was that there
was a conflict of interests.

Mr. MACLEAN begged to say on the part of the Di-
rectors, that the interest of the Directors was inseparable
from that of the Proprietors.
Mr. ABRAHAM said great doubt existed as to the ex-
pediency of dissolving this Bank at present ; and if a
Director was voted into the chair, he would dissolve it
that day. That was the only real and substantial objec-
tion to a Director taking the chair, as there was a power
vested in the Chairman which they would rather not give
to a Director.

➢lr. HANNAY said, he could have no objection to
any person being in the chair, if that was a legally-
constituted meeting. _

Mr. ABRAHAM -would assert that this was a legal
meeting, and he thought the Directors ought to with-
draw, and let them choose a Chairman.
Mr. HANNAY—If the Directors withdraw, you would
not have a thousand shares in the room, and consequently
itwould
great noto
fu .
c bel 1; eeting.—(Loud cries of " Prove
it," and
Mr. 1-toy said he thought the Directors were bound
to be present ; and, as far as they were concerned, he
felt confident that there was nothing but what might be
proclaimed at Cheapside. Any gentleman could pro-
pose whom he liked, but he thought the best way would
be to propose the Directors seriatim, until they had a
majority for one.
Mr. BEBB said, that, with the desire of getting
through the business of the day, and not because the
Proprietors felt bound by the deed to give way, they
would accede to this proposal.
Mr. DEEKS said before he consented to a Director
taking the chair, the Director should pledge himself that
if a majority of the proprietors present should wish an
adjournment he will accede to it.
Mr. nor would suggest that the parties were met
there that day to put an end to their liabilities in this
concern, and what better mode could there be than of
dissolving the Bank? and therefore he would say let them
get through the dissolution as soon as possible. There-
fore asking the Chairman to pledge himself to such a
course as that just proposed was without utility. First
of all he did not think it was legal for a Chairman to
pledge himself on going into the Chair, and next he
thought it was not right.
Mr. ABRAHAM —The power is in the Chairman's
hands either to dissolve the assembly or not as he pleases.
Mr. BEBB said he would submit that the accounts
should be • produced,• and that the Proprietors should
have the opportunity of investigating them, and that
they could not legally dissolve until such an investigation
had taken place. _ _ _

Mr. Roi said he had not said one won that the ac-
counts should not be gone into.
Mr. ABRAHAM said, if an investigation were gone
into, there could be no doubt as to the, Chairman. But
it had been stated that one-fourth of the capital was lost,
and it was in the power of the Chairman to dissolve the
Bank. Now, the Proprietors were not to submit to a
dissolution until these accounts were cleared up.
Mr. VizzAnn said, before the Chairman could dissolve
the Company, he must ascertain whether the existing
fund had been exhausted.

Mr. ABRAHAM said if this were understood, there
could be no difficulty ; the Directors might come for-
ward with their accounts, and the Company could be dis-
solved forthwith.

Mr. RoY said, if the Chairman dissolved that assem-
bly illegally, he took on himself great responsibility.
Mr. ABRAHAM—We do not want him to take any re-
sponsibility.
Mr. ROY said that if any Proprietor could show a
point why this Bank should be continued, all the Mree-
tors would agree with him. But the expenses were in-
creasing and going on. Many parties were holding back
their payments till the dissolution took place, and in fact
they were increasing their responsibilities and expenses
by continuing the Bank beyond that day.
Mr. BEBB said that Mr. Roy seemed to assume that
the gentlemen present thought this was true. It might be,
but they wanted to go over the accounts themselves.—
(Hear.) He did :not intend to dispute the argument as
to the responsibility, but what they wanted was an oppor-
tunity to judge for themselves.
Mr. ROY said they would have plenty of opportunity
to look into them after the dissolution.—(No, no, and
confusion.)
Mr. BEBB said the moment the partnership was dis-
solved, the weakest parties would go to the wall ; and he
g( tilirdeatr o.expression
into.—(Hear.)
A r. Rthe
would say that no dissolution should take place till an
investigation
had
beggedbe to n
of the weakest going to to the wall, nothing of the sort
was intended by the Directors. The only object was,
that the increasing expenses of the Bank should be pre-
lo v e
vented.
Mr. Dims thought that dissolving this Bank now
was contrary to law and equity, and he said this, as he
was aware that the Directors knew, three or four months
ago, what was the state of the Bank. His poor unfortu-
nate client, who was a Shareholder, had directed him
(Mr. Elkins) to take a managing Director by the collar.
Mr. HANNAY—That was because you thought I should
not come back:L-(Lond laughter.)
Mr. ELKINS would say that this meeting, as at present
convened, had the power to elect a Chairman.
Mr. DEEKs thought the best way would be to go
through the Directors, and reject them all, and then to
nominate a Proprietor.
Mr. ABRAHAM would make a few observations before
the question was put. He could not, after what Mr. Roy
had stated, consent to Mr. Walker taking the chir, he
being a Director, and it was solely on the ground of his
being a Director that he objected to him. He was satis-
fied that there was something on the part of the Direc-
tors which they wished to conceal—(Cheers)—and by
giving a Director the power of being Chairman, they
were cutting their own throats. Therefore, he hoped
they would all oppose the election of Mr. Walker, not
personally, but on the ground of his being a Director,
for, as a Director, he was one of the men to be screened.
___.(Hear, hear.)
Mr. RoY said, on the contrary, Mr. Quilter was re-
quested to screen no one, but to take the small accounts
first. And he (Mr. Roy) would say that, talking about
[
the interest of the Shareholders of this Bank, that there
was a gentleman in that room who refused to pay his
that not at a time when lie
honest debt to thatßank, and