The Sun.
London, England, 1847-05-08 00:00:00

Junction Railway Company, then referred to and
produced a copy of the said reply of the said
Mr. Glyn to the said memorial, which is stated to
have been forwarded to him by the directors of the Great
Western Railway Company, to whom the same had been
sent by the directors of the London and North-Western
Railway Company, and many of the proprietors then present
opposed the then proposed arrangements with the Birming-
ham, Wolvit iamptan, and Dudley and Great Western Rail-
way Companies, and insisted on the propriety of making
terms for the possession of a portion of the traffic of the Lon-
, don and North-Western line, as well as that of the Great
Western Comnany.
"That at the said meeting of the 4th of December the
said Ellis Joseph Mosley, being called upon to do so by
certain observations then made on the subject produced,
and referred to the said letter from the said Mr. Glyn,
stating the readiness on the part of the London and North-
Western Railway Company to treat on such an offer of 151.
per share.
" That at such meeting of the 4th of December the said
agreement of amalgamation and sale made on or about the
12th of November, was read to the meeting, and a resolu-
tion was proposed that such agreement should be ratified and
confirmed, and that the directors should be authorised and
requested to take the necessary steps for carrying the same
into effect i whereupon an amendment was moved by Mr.
George Turner, an original shareholder, to the following
effect :—‘ That, inasmuch as by the non-issusing of certifi-
cates in this company it has been impossible to complete the
purchase of a large number of shares, by which parties en-
titled to bold them, not being able to obtain the necessary
transfers, are precluded from giving their opinion on the subject
submitted for the consideration of the meeting this day, and
and it appearing that the certificates are to be issued on the
14th instant, it is expedient that this meeting be adjourned
until the 14th of January next."
Such was the nature of the proceedings to which
I have alluded. If that was too long a period, why
did they not adjourn to the 15th December, so that all the
shareholders entitled to vote would then be able to be pre-
sent and express their opinion of the agreement with the
Great NV extern Railway Company ? By adjourning to that time
all the persons shareholders in the concern would have been
enabled to be present to vote. I ask, therefore, is it not the
bounden duty of the directors, if they were bona fide anxious
to serve the true wishes of the shareholders upon the subject,
and whether, conformably to the provisions of the 9th and
10th Victoria, an Act constituting the Birmingham and Ox-
ford Railway, and requiring an attendance of sharesul:;l3lderarea:
a general meeting for the purpose of app
ments—l ask whether the directors werer°nvoint . duty bound
to call that meeting? They bad postponed issuing etc
thatwas
shares from the middle of September tiAleDmeceemetibnerg,
being a period of three months.
called for the
of October. It was again
postponed till the Inl4otillof December. We believe that had
not this arrangement been
een carried out a great number
of the parties holding shares in the
Great Western Company,
and had they postponed the meeting till the 14th of January,
when the sealed certificates would have been issued, these
parties would have been enabled to attend the meeting and
express their opinion as dissentient shareholders. Now, the
shareholders present did not represent, we are sure, the
majority of the company; they were but a small minority.
They might have said we are a miserable handful, the mere
minority of the proprietary of this company, and sealed
kcertificates not having been issued, the great majority of
shareholders cannot possibly have the right; and had such
persons been present at the meeting there is not the smallest
doubt that the resolution would have been carried. They
persevered, however, with the resolution, and it was carried.
I know it is an argument to be relied upon by my Leal ned
Friend, that it was not necessary that those sealed certificates
should be issued to enable the body of shareholders to vote.
I have no doubt, my Learned Friend might say, that
if the meeting had been postponed till the 14th of January
it would have been tidal to the Bill. Not at all; because
the directors of the company could have gone on with the
preliminaries of the BilL What was reqnired of them was
only to commence the initiatory proceedings. That was all
that was necessary before the directors came to the Corn-
mittee to ask them to sanction the dissolution of the Bir-
mingham and Oxford Railway Company, and i.ts amalgama-
Railway c
then, think that there
tion with another company.
can be much weight in the argument of my Learned Friend
on this point. I will show you, if I am allowed to do so,
that they could have-postponed the meeting without the
least danger to the Bill. The directors, however, boldly
took up their position, and said—We are the directors of the
company—we are the majority of the persons present—we
have got a majority, and we will exercise our right. Now
let us see what took place after the amendment was lost.
The petition goes on to state, " That such amendment
was declared to be lost, and the original resolution
was then put, and declared to be carried at the same
meeting, although the directors of the said Binning-