The Sun.
London, England, 1847-06-22 00:00:00

BIRMINGHAM and OXFORD JUN C-
TION RAILWAY.—BALTLE of the GAUGES.
On Saturday afternoon, at two o'clock, an adjourned
meeting of the shareholders in the above company was
held in Dee's Hotel, Birmingham. The meeting was
held in compliance with a numerously-signed resolution,
calling on the directors to show cause why a portion of
their body should not resign, and why they are prosecu-
ting the amalgamation of this line with the Birmingham,
Wolverhampton, and Dudley, and leasing the united
line to the Great Western Company, in opposition to the
opinion of the shareholders, as expressed at their meet-
ing of the 13th of March last. P. H. Muntz, Esq.,
chairman of the company, presided on the occasion.
Among the gentlemen present we observed Charles
Russell, Esq., M.P., chairman of the Great Western
Company, Richard Spooner, Esq., M.P., N. Parsons,
Mozley, Esq., Frederick Barlow, Esq., and
several of the directors of the Great Western and North
Western Companies.
Mr. Monzv regretted that no communication was to
be made to the meeting, which would have saved the
necessity of proceeding any further in the course which
the dissentients had thought proper to pursue. Mr.
.Mozley then strongly complained of the conduct of the
directors in appointing on the very day of the meeting
called for the appointment of further directors, a sub-
committee of seven of the now existing directors, to
whom were delegated the entire powers of the full board
of directors. He felt that the resolution was not legal.
He was sure that Parliament never intended that so
small a number of the directors should have the sole
control of the proceedings. Three of the seven direc-
tors constituting the sub-committee were directors in
the Great Western Company, and consequently might
naturally be supposed to be in the interest of that com-
pany. The thing was a delusion, and was contrary to
the expressed wishes of the proprietors. He would
therefore move—
" That this meeting, referring to the resolutions of
the directors passed on the 13th of March last, set out
in the notice under which this meeting is held, do pro-
test against such resolution as being wholly illegal, and
beyond the power of the directors, and can only view it
as an attempt on the part of the directors to deprive the
shareholders for whose interest they are trustees, of the
privilege of electing six new directors, by which they
are entitled by the Act of Incorporation, inasmuch as
the delegating to a sub-committee, or any three of them,
all the powers of the directors, without exception, in-
cluding even the power to make calls, and of inserting
into bills in Parliament affecting the property of the
shareholders, any clause they or any three of them may
think fit, rendered the appointment of such six new di-
rectors at the meeting of the 13th of March a mere delu-
sion ; and that this step on the part of the directors is
the more reprehensible, :since the majority of a quorum
of such committee might consist merely of persons
who are also directors of the Great Western
Railway Company, or directors of the Birmingham,
Wolverhampton, and Dudley Railway Company, the in-
terests of which companies might be contrary to the in-
terests of this company ; and that the circumstance of
the said committee being appointed on the very day of,
and but an hour prior to the appointment of the six new
directors (and without being communicated to the share-
holders at the time of such appointment, conclusively
shows that such committee was appointed, not with a
view to the necessary conduct of the company's affairs,
but for the express purpose of nullifying in effect, the
election of the six new directors by the shareholders,
and this meeting doth protest against all the acts of such
committee, and doth direct that notice be given to each
of the directors that the shareholders will hold to be
illegal and of no effect, everything done by such com-
mittee ; and this meeting doth appoint Messrs. Colmore
and Beale, the agents of the company, for the purpose of
giving such notices accordingly."
Mr. JONES, of Liverpool, seconded the motion.
The CHAIRMAN said that before putting the resolution
he begged to state that nothing had been done by the
executive which had not for its object to save expenses
to the company, and to carry out the mere working de-
tails. If this committee had not been formed, and fur-
ther directions had been appointed, the shareholders
might have fixed on a quorum by which the whole of
the proceedings of the concern would have been brought
to a stand still.
Mr. MOSELEY said that the idea of making a quorum,
which would have put an end to the functions of the
board, had never been entertained. Such an idea had
never entered the mind or minds of men who acted with
him.
The resolution was then put, and carried unanimously.
Mr. TURNER then moved the following resolution :-
4, That this meeting, being informed that the directors
have prematurely, and without authority expended, or
contracted to expend, large sums of money belonging to
the company, with a view to the performance of the
agreement of the 12th of November, 1846, before the
same agreement has been sanctioned, and have also con-
tracted for the purchase of property which they had no
power or authority to buy, doth refer it to Messrs.
Samuel Beale, Abel Poyton, and Juhn Bradshaw Wank-
lyn, the younger, to ascertain the particular circum-
stances of such transactions respectively, and whether
any and what sums of the company's moneys have been
already expended or applied in effecting the same, and
which of the directors were present at the meeting au-
thorising such application." He was informed that the
estimates far exceeded the capital of the company, which
was the rearson why he moved the resolution.
Mr. CROSSFIELD seconded the motion.
The CHAIRMAN wished to know under what part of
the notice calling the meeting this resolution came. He
could not find that it came under any part of the notice.
Mr. TURNER did not wish to press the motion if not
in order.

Mr. MOZLEY said he thought that the part of the
notice which referred to the intention of considering
the "conduct of the directors and other matters," would
justify the resolution.
The CHAIRMAN : I consider the resolution wholly
irrelevant, and am legally advised that it cannot be put.
Mr. TUNRER I must press its being put.
Mr. MoznEv : I am sorry to hear what the chairman
has stated. We shall consider that it has been refused
to be put, and therefore we will let it stand in that
position. It does not involve, at the moment, any
matter of vital importance.
Mr. PARSONS, after a few general observations,
moved the following resolution, namely—
" That, subject to any explanation or statement to be
given by the directors at the further adjourned meeting
(and which adjournment this meeting desires to make for
that purpose), this meeting is of opinion that the agree-
ment of the 12th day of November, 1846, between the
directors of the Great Western Railway Company and the
Birmingham and Oxford Railway Company, and the
Birmingham, Wolverhampton, and Dudley Railway
Company, is in its present form injurious to the
Interests of the Birmingham and Oxford Railway Com-
pany, and that the directors ought to be restrained from
all proceedings to carry the same into execution ; but
before this meeting directs the further prosecution of
the suit of Beale v. Alston, or the institution of any
other suit which may be necessary for that purpose, it
desires to afford another opportunity to the directors of
submitting the Bill now before Parliament to the share-
holders, and taking their opinion as to the propriety
thereof, or of any amendment or modification thereof,
and it doth therefore adjourn the further consi-
deration of this subject to Wednesday, the 30th day
of June instant, at Dee's Royal Hotel, in Birming-
ham, at half-past two o'clock in the afternoon, when
the consideration of such of the matters mentioned in
the requisition as relate to the conduct of the twelve di-
rectors therein named, the propriety of instituting such
suit or suits in equity, in the name of the Birmingham
and Oxford Junction Railway Company, as counsel
shall advise, and of taking proceedings in Parliament or
otherwise, will be further resumed ; and it is also re-
solved, that the further consideration of all and singular
other the matters mentioned and referred to in the re-
quisition of the shareholders, of the 29th of April last,
adjourned unto and be resumed, if necessary, at such
adjourned meeting.
Mr. MOZLEY seconded the resolution. He could not
but express his regret that some advances had not been
made by the other party which would have brought about
an adjustment of the differences between the opposing
companies. He regretted that the directors had thought
proper to pursue a course at variance with the interests
of the shareholders ; and that there might be no mistake
n,bout the matter, he again begged, in his own behalf,
and on the behalf of those who acted with him, to state
that they were still anxious for a peaceable termination
to the differences between them. If such an adjustment
is not come to, the fault will rest on the other side.
Many unjust and unfounded imputations had been cast
on himself, but he was willing to overlook all these in his
anxiety for peace.
Mr. TELFORD thought it very hard that one adjourn-
ment should thus take place after another, to the great
inconvenience of himself and others. It was all to be
ascribed to the conduct of certain individuals in the
interest of the London and North Western Company.
Mr. ROWSTON, of Manchester, begged to tell the Hon.
Proprietor that the fault rested with the Great Western
party. He would remind the chairman of that com-
pany of the story of the unjust judge, and the impor-
tunate widow, mentioned in scripture. They would
persist in meeting as often as they thought necessary
until they obtained justice.—(Hear, hear.) And
lie wished to take that opportunity of asking the
chairman of the Great Western Company, how did it
happen that every company with which the Great
Western is connected should be at a great discount,
while
fltohuo
rsieshliinnd
ins e: connectedg nnniti with other companies were
condition that those who acted
with him (Mr. Rowston
of the Great Western
•sae, that they should let wanted
the d Birmingham and Oxford
Company alone, and leave them to
affairs.---(Hear, hear.) manage their own
Mr. BUS/ELL, M.P. (with considerhabelheasvehemence) :
connexion of''lothe,
beg to tell the hon. proprietor that
ask me any question about the right to
Company with other companies. I further
t
"Western
beg to inform him that I am here not in my capacity of
chairman of the Great Western, but as a director of
the Birmingham and Oxford Junction
Company. It
r lay be right to mention to the meeting that the hon.
proprietor is the individual who got up an agitation
agAinst the leasing of the Bristol and Exeter line to
the.. Great Western—a circumstance which, I believe,
the shareholders have deeply regretted since.
Ma'. ROWSTON—I beg to tell Mr. Russell that—
Th,e Hon. Proprietor was here interrupted by cries of
" Oroler, order!" and " Question!" from the friends of
the Great Western Company, and was told by the
chairman that he could not be allowed to proceed, as they
bad nothing to do with other companies' quarrels. Mr.
Bowstort then very reluctantly resumed his seat.
The CrIAIILILLN wished to suggest to the mover of
the reaoluition whether the resolution could not be con-
fined to a simple matter of adjournment, as the direc-
tors could not admit that they had done anything call-
ing for lawsuits, injury, or anything else. They simply
',ought to carry out what they considered the wishes of
She shaiebolders.
Afte is good deal of discusgon, several alterations