The Sun.
London, England, 1846-02-07 00:00:00

Friend for the information which he had afforded him.
He (Mr. James) had understood that Dr. Faraday was
completely in favour of the improvement introduced by
Mr. Nott, and that he considered Mr. Nott's invention
much more simple than the other. If the case were not
so, he (Mr. James) had been much deceived.
The House adjourned at Seven o'clock.

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he still held, and he held them upon principle. Were it not
for that, he would, in order to have avoided great anxiety and.
trouble, disposed of them for 10s., and would have been glad
to have got rid of them. When be last addressed them in
that room he stated that he was not prepared to break

up the Company till the affairs had been investi-
gated.. That investigation had been made, and he
attended there to give expression to his feelings
of indignation against the directors and solicitors. One of
the solicitors stated that he was a respectable man, but he
trusted that upon that statement alone they would not pay
7,0001. The question was the conduct of the directors in
managing the affairs, and he stated that as a body they were
not deserving of further trust.—( Hear, hear.) With respect
to the limitation in the allotment of the shares, as was proved
by their own minute-book, it appeared that they had given
their agent power to issue shares to the extent of 90,000. This
statement was made from their own minute-book. The conces-
sion made at the eleventh hour with respect to the paytnent;of
deposits, did not, he was happy to say, deceive them. Look-
ing at their minute-book, he could see nothing but blind di-
rection to some master mind, but on the 19th of December
they plucked up something like a spirit, and they determined
to call a meeting, but the same controlling power
prevented their holding that meeting. They ought
to make it into Bust►e's Direct Railway, from St.
llildred's•court, through the principality of Wales,
into the temple of fortune.—(A laugh.) He would con-
clude by proposing the following resolution :—" That in
accordance with the recommendation contained in the re-

port the Company should be immediately dissolved, and
a Committee appointed to carry out that object, and to
procure for the Shareholders the return of their money with

all possible dispatch."
A desultory conversation ensued as to whether the report
should not be first received.
Mr. BATES said he would not recommend the dissolution
of the Company if he considered the scheme practicable; he
would, therefore, second the resolution for the dissolution of

the Company.
Mr. DAVIS said, as one of the committe of inquiry, that
they would like to hear gentlemen on both sides.
The CHAIRMAN rose to make explanations on several parts
of the report as to the deposits. He said they were usually
paid into the Bank of England. On drawing money, Mr.
Hanbury was in the habit of countersigning the
orders, but at the time mentioned in the re-
port he was absent in the country, therefore it was
that the chief secretary was called on to countersign
the cheque. Again, the directors actually paid their money
one month before the rest.—(Hear.) The engineer had
deceived them ; he had gone off to Belgium, and left the
directors to defend him as they could.—(Laughter.) Mr.
Wright had positively said he could construct one of the
prettiest of railway lines, and at an expense of 12,0001.
a mile. The surveyors' report was incorrect ; the
length of tunnelling it was found would be much greater
than reported; and instead of a gradient cf 1 in 100,
there was often lin 50 and lin 75. He would not defend

the engineer's, noriwouldhe the solicitor's account.—(Hear,
hear.) He believed that when they heard a case, which
would be read in the course of the meeting, they would ap-
prove of the directors paying in the deposit to the Ac-
countant-General. The Company had not lost anything by
so acting; for, last week, theirlExchequer- bills would have
been sold at 205., this week they would bring 40s.—(Hear,
hear.) He sat down with thanking the meeting for their
attention.

Mr. COURTENAT then moved that the report of the com-
mittee should be received, which was seconded by Mr.
SAMUEL, and carried unanimously.
The resolution moved by Mr. Courtenay at a previous
stage of the proceedings was then read, which was that
the Company should be di•sobred and the money
returned to the shareholders with all expedition.
Mr. BATES considered that the undertaking would not re-
turn them 21. per cent. during the present generation. He
referred to the fact that Mr. Wright, who had surveyed the
line, and the solicitor, who was resident in the district,
had neither of them taken the shares reserved for them,

which he (Mr. Bates) considered a fact demonstrative
against the project. The tunnelling and the gradients on
the line were extravagant. Mr. Wright's estimate of the
tunnelling had been 351. a yard, but was not certain that,
from the., absence' of materials and masonry for the con-
struction of tunnels 'in that district, it would not cost less
than 501. Mr. Bates was proceeding to speak of the
traffic to be expected, when he was interrupted
by several calling out to " be short I" He was
certain they would break, down befere• Parliament, on
the traffic returns —(Cries of " Oh, eh ! we don't intend to
go there.") Parliament had reduced the rate of toll, and
besides, lie was certain that no line could pay by luggage
traffic. The gentleman sat down by seconding the re-
solution.
Mr. Horcioon said, 'as one of the committee, he wished
to impress on the minds of the meeting how much the com-
mittee wished the directors should have every opportunity
of reply. He had adopted the report as true, but though he
had done so he was very anxious to hear any defence er
explanation the directors had to make.
Mr. J. RUSSELL, one of the directors. stated that at great
inconvenience to himself he had attended this meeting, and
he challenged any person present to impute to him anything
but what was perfectly honest and straightforward in his
conduct with reference to this Company. He said that his
avocations in lifa led him to acquire as great a knowledge of
railway making as any member of the direction, and he con-
sidered that the scheme would be of a profitable nature. He
had pressed upon the engineer to send in his plans and sec-
tions. When he saw them, he was astonished at the
amount of earthwork which was necessary to be removed.
He then told the directors his fears, and proposed to call the
shareholders together.—(Hear.) For sonic reasons which
he did not know, his suggestion was not carried out. Sub-
sequently, at a meeting of the committee held in London, a
paper was put in concerning the necessity of every member
present qualifying himself as a director. He then stated
that, whether the scheme proved profitable or not, he knew
the worst of 100 shares. He said he had promised to take
shares to that amount; he would do so, and those shares he
would keep. He was willing to do everything that was re-
quired of him as an honest and honourable man.
Mr. Bustle proceeded to read the statement of the facts of
the case laid before counsel for advice, as to whether the
directors should proceed under the deeds to pay the deposits
necessary over to the Accountant-General, whether they
should proceed with a petition to Parliament, and prose-
cute that application, whether if the directors did not pro-
ceed and prosecute such application they would incur under
the deeds any and what liabilities, and, lastly, whether a
majority of the shareholders could dissolve the Company.
Sir John Bayley gave it as his opinion that the di-
rectors were bound to pay the deposits, and to
proceed with and prosecute the application to Parlia-
ment, and that in case they should not do so
They would incur great liabilities, and be responsible to all
the shareholders for all the expenses incurred. Lastly, that
a majority of the shareholders at the present stage of the
proceedings could not dissolve the Company.—(Cries of dis-
approbation.) Mr. Bushe proceeded to remark on the report
of the committee. He did not think the expenses incurred
by the Company were extravagant—not even equal to those
of other lines, and he desired that his own accounts might be
taxed to the last shilling.
The CHAIRMAN of the Committee said the question before
the meeting was, that under the state of things mentioned in
the report, the Company should be dissolved. The committee
had not complied with the request of the directors that
morning to meet them to hear Sir John Bayley's opinion,
because they wished to come with clean hands and render
this account to the meeting.—(Hear, hear, and cheers.) He
would put it to the chairman and to Mr. Bushe, whether, in
all the instances of railway meetings, the directors had not
bowed to the majority. A legal opinion had been read to
them that the directors ought not to give up the affairs of
the Company. Ought the meeting to submit to that?—
(No, no.) He begged to ask the directors whether they
would abide by the legal opinion, or proceed to dissolve the
Company ?—(Cheers.)
The question was then put to Mr. BUSHE, who rose and
said that, with the opinion of such an authority in his hand,
he could not, and would not, contradict his professional su-
perior.—(Cries of " Oh!" and disapprobation.)
Mr. COURTENAY then put the question to the directors in-
dividually, whether they would abide by their legal adviser,
or go with the majority ?—(Cheers.)
The CHAIRMAN of the Directors said he would not answer
the question individually.—(Cries of disapprobation.)
Mr. COURTENAY was sure Mr. Russell would give an
answer.
Mr. RUSSELL said he would.—(Hear, hear.) lie as a di-
rector would ge with the majority; but he begged they
would consider the position in which they were. If it was
possible to suggest any mode of extricating themselves he
for one would adopt it. Mr. Russell as an individual
suggested the sending of circulars to the shareholders, and
requesting them to assent to a dissolution.
After some interruption, Mr. DuNLocis suggested that
those who wished to retire should have their money, and
those who were for going on should have the power. Ile
begged Mr. Courtenay would add that alteration to his re-
solution.
Mr. COURTENAY thought that such a negotiation would
be perfectly impracticable in such a meeting as that. He
would rather press his resolution as it was.
Mr. COURTENAY sat down, but immediately after rose, and
said a most important communication, had been made to him,
which showed him the evil of not having the deeds sub-
mitted to them. Mr. Pritchard was in the room, and had
made a pencil extract from the deeds.—(Read, read.)
Mr. PRITCHARD said that the deed, in defining the powers
of the directors, maintained that they should have a power to
determine how and to what extent the project should be car-
ried, or deferred, or abandoned.—(Cheers.)
Mr. COURTleNAY—Wherefore the opinion they had had
read to them ?—(Cheers, and confusion.)
Mr. BUSHE rose and said, the expressions alluded to had
been submitted to Sir John Bayley's attention, specially under
scored.
The CHAIRMAN said he and the directors had no wish to
go against the shareholders, but they naturally wished to
cover their own responsibility. What kind of a position
would they be in if the resolution were carried? He said lie
could not put such a resolution, and left the chair, and
Mr. Laurance was called on to preside. He then read the
resolution, which ran as follows :
" That, in accordance with the recommendation contained
in the report, the Company be immediately dissolved, and a
committee appointed for the purpose of carrying out this im-
portant object, and to procure a return of the money to the
shareholders with all possible dispatch."
The resolution was put and carried unanimously.
Other resolutions reflecting on the conduct of the directors of
the Company, and to give affect to the one for dissolving the
Company, were agreed to, when the meeting, which was a
very stormy and excited one throughout, broke up.

FRIDAY NIGHT'S GAZETTE.
CROWN-OFFICE, FEE. 6.

MEMBERS RETURNED TO SERVE IN THIS PRESENT PARLIAMENT.

COUNTY OF SUSSEX—EASTERN DIVISION.—CharIes Hay
Frewen, Esq., of Northiam, in the county of Sussex, in the
room of George Darby, Esq., who has accepted the office of
Steward of her Majesty's Chiltern Hundreds.
City of Cork—Alexander M'Carthy, Esq., of Upper Fitz-
william- street, in the city of Dublin, in the room of Francis
Stock Murphy, Esq., who has accepted the office of Steward
of her Majesty's Manor of Northstead.
Borough of Ripon—The Honourable Edwin Lascelles, of
Harewood House, in the county of York, and of Belgrave-
square, in the county of Middlesex, in the room of the Right
Honourable Thomas Berry Cusack Smith, who has accepted
the office of Master of the Rolls, in Ireland.
County of York—West Riding—George William Frederick
Howard, commonly called Viscount Morpeth, in the room of
the Hon. John Stuart Wortley, now Baron Wharncliffe, called
up to the House of Peers.
WAR OFFICE, FEB. 6.
4th Dragoon Guards—Lieut. T. Jones, from the 15th Light
Dragoons, to be Lieutenant, vice Souter, who exchanges,
Feb. 6.

7th Dragoon Guards—Comet P. Bunbury to be Lieutenant,
by purchase, vice Arkwright, who retires; N. De la Cherois,
Gent., to be Cornet, by purchase, vice Bunbury, Feb. 1.
15th Light Dragoons—Lieut. R. Souter, from the 4th
Dragoon Guards, to be Lieutenant, vice douse, who ex-
changes, Feb. 6.

ld(the Royal) Regiment of Foot—Capt. W. Webster,
from half-pay. Unattached, to be Captain, Tice R. Blacklin,
who exchanges, Feb. 6.
52d Foot—Ensign 11. M. Archdall to be Lieutenant by
purchase, vice Hawkins, who retires ; T. H. Vyvyan, Gent.

to be Ensign. by purchase, vice Archdall ; G. H. Dundas,
Gent., to be Assistant Surgeon, vice Skins, deceased, Feb. 6.
56th Foot—Lieutenant G. W. Patev, to be Captain, by
purchase, vice Smith, who retires; Ensign J. S. Hanson, to
be Lieutenant, vice Patsy;. W. W. Bassett, Gent., to be En-
sign, by purchase, vice Hanson ; Feb. 6.
57th Foot—Lieut. E. Stanley to be Captain, without pur-
chase, vice Lynch, deceased, Dec. 29, 1845.
78th Foot—Assistant Surgeon J. Leitch, M.D., from the
94th Foot, to be Assistant Surgeon, vice Innes, appointed to
the 4th Dragoon Guards, Feb. 6.
92d Foot—The Hon. W. Charteris to be Ensign, by. pur-
chase, vice Carnegie, appointed to the Grenadier Regiment
of Foot Guards, Feb. 6.

97th Foot—Lieut. M. A. Obert to be Captain, by purchase,
vice Garforth, who retires ; Ensign E. D. Harvest to be
Lieutenant, by purchase, vice Obert ; T. E. Jones, Gent., to
be Ensign, by purchase, vice Harvest, Feb. 6.
Ceylon RiAe Regiment—Lieutenant-Colonel H. Simmonds,
from the St. Helena Regiment, to be Lieutenant- Colonel,
vice A. Montresor, who retires upon half-pay unattached,
Feb. 6.

St. Helena Regiment—Lieutenant-Colonel J. Ross, from
half-pay unattached, to be Lieutenant-Colonel, vice Sim-
moods, appointed to the Ceylon Rifle Regiment, Feb. 6.
BaavET.—Surgeon A. R. Jackson, M.D., Surgeon of the
East India Company's Depot at Warley, to have the local
and temporary rank of Staff-Surgeon of the First Class,
while so employed, Feb. 6.
UNArnteriaD.—To be Captain, without purchase—Lieut.
W. Webster, from the Ist (Royal) Regiment of Foot, Feb. 5.
STAFF.—Lieutenant A. G. Moorhead, from the 26th Foot,
to be Adjutant of a recruiting district, vice Mason, whose ap-
pointment has been cancelled, Feb. 6, 1846.
HOSPITAL STAFF.—Staff Assistant• Surgeon F. R. Waring
to be Staff-Surgeon of the Second Class, Dec. 15, 1845.
MettoßArmum.—Captain C. S. S. Evans, 76th Foot, and
Lieutenant H. A. G. Evans, 22d Regiment, have been per-
mitted to assume and bear the name of Gordon, in addition
to and after that of Evans. . _ .

The name of the Assistant Surgeon, appointed to the 94th
Toot, en the 2841 January 1846, is James Leitch, M.D. and
not Lutch, as previously stated.
Erratum in the Gazette of April 11, 1845-91st Regiment
of Foot—For Ensign R. H. Howard to be Lieutenant, with-
out purchase, vice Harding, who resigns, April 11, read En-
sign R. H. Howard to be Lieutenant, without purchase, vice
Harding, deceased, Jan. 13, 1845.
OFFICE OF ORDNANCE, Fan. 8. _

Royal Regiment of Artillery Second Captaia C. H.
Burnaby to be Captain, vice Shepherd, deceased; First Lieut.
C. J. B. Riddell to be Second Captain, ♦ice Burnaby ; Second
Lieut. H. Mercer to be First Lieutenant, vice Riddell, Dec.
12, 1845.
MEMORANDUIL—The dates of the promotion of the under-
mentioned officers have been altered as follow :—Captain J.
Hile ; Second Captain J. H. Lefroy ; First Lieutenant R.
Phelips, Nov. 30, 1845.
Carps of Royal Engineers—Major-General E. W. Durn-
ford to be Colonel Commandant, vice Sir F. W. Mulcaster,
deceased, Jan 29. .

Conaminion by the Queen.

East Kent Regiment of Militia—C. Winter, Esq„ late
Captain in the 60th Regiment of Foot, to be Adjutant, Dec .
31, 1845.

Commission by the Lord -Lieutenant of the county of Oxford.
R. P. C. Grenville Marquis of Chandos to be Deputy-
Lieutenant, Feb. 3, 1846.
Commission by the Lord-Lieutenant of the county of Kent.
West Kent Regiment of Militia—Captain T. G. Mony-
penny to be Major, vice Dalisen, resigned, Jan. 20 ; Captain
T. T. Hodges to be Major, vice Bingham, resigned, Jan. 21;
•
Ensign IL H. Dalison to be Captain, vice Tyssen, resigned,
Jan. 20; F. F. J. Morrice, Esq. to be Captain, vice Baldwin,
resigned, January 21; G. Perkins, Esq., to be Captain,
vice Moneypenny, promoted, January 22 ; M. H. Jen-
ner, Esq., to be Captain, vice T. T. Hodges, promoted,
January 23 ; J. Coveney, Gent., to be Lieutenant, vice
R. Hodges, commuted his half-pay, Jan. 20 ; C. Tr. King,
Gent., to be Lieutenant, vice How, deceased, Jan. 21;
R. T. G. G. Monypenny, Gent., to be Ensign, vice Potter,
re-
signed, Jan. 20 ; J. M. Wilson the younger, Gent., to be En-
sign, vice Dalison, promoted, Jan. 21; W. Sankey, Gent., to
be Surgeon, vice Sexty, deceased, Jan. 31.
East Kent Regiment of Militia—Ensign W. A. Munn to
be Captain, vice E. H. Derail, resigned, Jan. 20 ; C. A.
Mount, Gent., to be Lieutenant, vice Payne, resigned, Jan. 21;
W. Leith, Gent., to be Lieut., vice Baker, resigned, Jan. 22 ;
H. Maxwell, Gent., to be Lieut., vice Cummingoromoted, Jan.
22 ; T. Abbott, Gent., to be Ensign, vice Love, promoted,
Jan. 29 ; J. Abbott, Gent., to be Ensign, vice Perrett, pro-
moted, Jan. 30.