The Sun.
London, England, 1846-08-03 00:00:00

not vote at all on this occasion, for it was
high time for them to see if they could not
adopt some other steps by which the whole of the directors
proceedings might be fairly and openly exposed, with the
view of obtaining redress in another tribunal.—(Cheers.)
Had the whole of the deposits been paid up there
should now have been in the hands of the
directors a clear balance of 247,2631, and, in accordance
with the undertaking of the directors, they should now have
come forward and stated that they recommended the instant
dissolution of the Company and the divison of the balance in
hand amongt the shareholders. They might then, with some
reason, have called upon the shareholders to express their
thanks to them for the manner in which they had conducted
their business, notwithstanding the many peccadilloes of
which they had been guilty. But would not the bond fide
shareholders then present leave that room with the firm
conviction that the directors had not managed the affairs of
the Company in a manner becoming honourable men ?
( Hear, hear.) Upon their own showing, they should now be
prepared, and in pursuance of that engagement they should
have come before the directors that day prepared to return
21. on each share. He knew that the shareholders who had
yoted at the last meeting in favour of the winding-up of the
undertatsipg still belal tha same view.—(Hear, hear.) He..
himself was the representative of between 1!.1.;,',',/ and- 9,000
sharer, belonging to narties riving at Exeter, who
wore against- ifie continuance of the scheme. For
each of those shares 21. 12s. 6d. had been paid. But
there were thousands and thousands of the shares held
by the directors, and those who would vote with them, on
which only 30s. a piece had been paid.—(Hear, hear.) Be
himself held twenty shares in this Company, and he thought
he had a right to ask the shareholders then in the room, the
greater part of whom he felt confident were bond fide share-
holders—(Cheers)—whether the promises which the
directors had made to them had been fulfilled, or their
pledges redeemed ?—(Cheers.) If they felt with him that
they had not been, let them abstain from voting at all on
this occasion.—(Cheers.) In conclusion, he begged to
propose—" That this Company do immediately dissolve."
A SHAREHOLDER—How many advertisements have you
put in the Times convening this meeting ? I see hut one.
The CHAIRMAN—That is the number required by the Act
of Parliament,
The SHAREHOLDER—SO you confined yourselves strictly
to the number ordered by the Act of Parliament.
The CHAlRMAN—Certainly.
The SHAREHOLDER then complained that the share
holders had been unfairly dealt with. It was evident, he said,
that the directors did not wish the advertisement to be seen,
lest there should be a large attendance of the shareholders
opposed to the continuance of the scheme. The last meeting,
at which the directors requested a large attendance, was ad-
vertised over and over again in the newspapers.—(Hear.)
Mr. THOMAS HARVEY then proceeded at great length to
condemn the directors' conduct, and support the views taken
by Mr. Osborne. The Company had made a most shameful
arrangement with reference to the purchase or the SY ace-
bridge Railway. He also thought that the committee of
management had acted very improperly in going to Parlia-
ment with such execrable plans as they did, and to which
lie had called the attention of the compittee previous to
their doing so.
Mr. MASTERMAN said that he would only make
one remark upon the observations made by the
Honourable Gentleman who last spoke, and that
was, when he acted in the capacity of secretary to this very
Company, and the statement with respect to engineer-
ing faults was laid before the committee, they did not
think it was of sufficient authority to induce them
to stop proceeding with the undertaking, As
to the Honourable Gentleman who moved the first
proposition, he must say that he thought the Hon.
Gentleman must have read the report backwards; what that
report stated was, that the Committee regretted that they
had not the power to give to every gentleman an opportunity
of withdrawing from the Company if they desired it, As to
the complaint which had been made about the South-
Western Company holding shares, or buying shares, he
thought that was a proof of their sincerity in
the matter. The shares were not bought by them for the
purpose of dissolving the Company, but for the purpose of
keeping it on. It could not be, therefore, that they were
prompted by any any desire to make money by their trans-
action. He assured them that there was but one feeling on
the part of the directors, which was, to do the best they
could to promote the interests of the shareholders.
In answer to a question put by Mr. COHEN,
Mr. FAKQUAHAR, the solicitor to the company, stated that
the argreement entered into between the company and the
South-Western would be no bar to the dissolution of the
Company.
In answer to a question put by Mr. COVEN,
Mr. CROMBIE, the secretary to the Company, said the
company were in no way cognizant, or in any way connected
with the purchase of shares.
Mr. FARQUANAR also reiterated the fact, and said that he
had no communication whatever with any person in the pure
chase of shares.
Mr. D. W. HARVEY said that he would be perfectly ready
to hand over his shares if the Company wished to become
possessed of them. He was at a loss to know for what rea-
sons the Company would wish to buy shares, except for two
reasons, one of which was a laudable desire to prosecute the
line, or the other an endeavour to shield from inquiry any of
their actions. He thought he could discern a motive why some
parties should be anxious to screen themselves from inquiry in
the transaction relating to the purchase of the Wadebridge
and Bodmin Railway, by which the holders of shares, worth
only eleven shillings, had received from this purchase the
sum of fifty-six pounds.
The CHAIRMAN said that the Hon. Gentleman was led into
a most gross error respecting the purchase of the Wadebridge
Railway. In the first place, the railway was desired by the
Great Western Company, and they wished the Committee
of the House of Lords to insert a clause in the Bill, making
it compulsory upon us to sell that line to them, which had
been refused, and that the line at present yielded a return
of 700/. a year.
Mr. D. W. HARVEY thanked the chairman for his inter-
ruption, in order to set him right upon this subject. The
real question was whether this company was, or was not,
to be 'dissolved ; and he would say, upon that sub-
ject, that whatever might be the value of this line,
there were a number of persons present who had
not perhaps the possession of that far-seeing capa-
city which should always distinguish the directors of
a company, and who wished to hand over this valuable line
to those who were willing to carry it on. He thought the
meeting should know something of the situation of the
Company, and what would be the actual position of the par
ties should the company now be called upon to dissolve.
The SECRETARY said he would give the Hon. Member the
information he required. He then gave the different items of
expenditure of the Company between the 29th April last, and
the 31st of July.
Mr. D. W. HARVEY then went on at considerable length
to call upon the directors to deal fairly and honourably with
the shareholders. If any member of the direction would say
that he would give him 21. 2s. for his shares, he should
have them, but if they did not do so within a week, he
would not consent to any such arrangement, and would be
prepared to lay down five shillings upon each of his
shares, to make a common fund for the purpose of
taking proceedings by which they would be enabled
to recover the whole amount of the deposits back again from
the Company. He conluded by moving that a committee ;of
the shareholders should be appointed for the purpose of in-
quiring into the accounts of the Company.
Mr. CHAPMAN, one of the directors, vindicated himself and
his brother directors from any charges which might be
brought against them, either with reference to jobbing in shares,
or in the purchase of the Wadebridge Railway. He pro-
posed that a committee should be appointed, who would con-
fer with the directors upon this subject, but he thought that
it was not quite regular or legal to propose the resolution.
The CHAIRMAN said that he did not think the question
should be put, the Act was very explicit on the subject, and
enacted that no business should be carried on at such meet-
ings except as far as regarded the question of dissolution or
non-dissolution.
Mr. D. W. ILtuvEir said that his opinion was that the
meeting could be adjourned, and that the shareholders could
call another meeting and appoint a chairman, and then pro-
pose any resolution they pleased. He hoped, therefore, that
the shareholders would not leave the room until a committee
had been appointed in accordance with his resolution.
Mr. Sergeant GAZELEE considered that the construction
of the clause was such as to admit of the resolution of Mr.
D. W. llarvey being put to the meeting.
Mr. D. W. HARVEY said that if his amendment was car-
ried it would be accomplishing both purposes—the dissolution
would not be carried, and that the meeting would be ad-
journed for six months, and in the mean time the com-
mittee would be performing their duties.
The CHAIRMAN then proceeded to put the resolution, hav-
ing declined to put the amendment.
!sir. Sergeant GAZELEE then claimed to be heard upon the
original resolution. He said that he had assisted in the
formation of the line, under the impression that the scheme
was supported to a considerable extent ; but he found that the
case was not so, and he wished to withdraw his name at
once from the list of the provisional committee, and to re-
move from all responsibility which might attach to him.
in consequence of his connexion with the Company. He
contended that the company had no right whatever either to
go to Parliament and oppose the Cornwall lines as they had
done, or to pay a single sixpence for their engineering sur-
veys. He thought that actions should almost have been
brought against the surveyors for their gross neglect in pre-
paring the plans of the Company for deposit. He should
make his bow to the Company, and protect himself from
all responsibility upon the subject; he had never before
signed his name as a provisional committeeman, and he
would never do so again.
In answer to a question put by a shareholder,
Mr. MASTERMAN said, that a considerable bulk of the
money released from the hands of the Accountant- General
was lent out to the South-Western Company at an interest
of 3i per cent., the remainder was out upon personal se-
curity, and he did not feel at liberty to give up the names
of the parties, but the Committee were responsible for the
whole of that amount.
Mr. BIGG spoke in favour of the amendment of Mr. D.
W. Harvey, and thought that the directors should not
shelter themselves behind the triple breastwork of an Act
of Parliament, Ha would, fur himself, refuse to vote at all
on the original motion.
After a few words from Mr. OSBORNE, he agreed to with-
draw the motion he had put.
Mr. MASTERMAN, one of the directors, said that he made
a proposition to his brother directors, which had been
unanimously agreed to by them, the result of which was
that the directors declined to vote upon the present question.
By that proceeding, therefore, he thought the directors would
give an assurance to the shareholders of their disinterested-
ness, and their desire to do everything to satisfy the body of
shareholders.
Mr. D. W. HARVEY thought the shareholders should not
allow themselves to be carried away by the announcement of
the directors, that they could not.vote upon the present oc-
casion, because the directors had power to call another meet-
ing if there were but a dozen votes recorded to-day.
In the midst of the most tremendous conf
the usquestsion,
.0o
of dia..
The CHAIR:UAW was proceeding to p
solution, when
Mr. Sergeant GAZELEE said there was no question of that
nature eforee meetin g.
After ba
scene of the most indescribable confusion, Mr.
Mr.T.
shareholders. Harvey,
D. W. Harvey left the room followed
Mr. Sere-eant tiazelee, and
.a great numberby
of
the
The Cesainstsisr then said that the absence of certain par-
ties would not interfere with the business of the meeting.
Mr. HonNE then moved, and Mr. 'farm-Guam seconded,
a motion that this Company be dissolved.
The CHAIRMAN then put the resolution.
The scrutineers were then appointed.
During the time that the scrutiny was being gone into, the
more refractory gentlemen in their rival meeting had selected
Mr. D. W. Harvey to the chair, and had carried a resolution
similar in character to that proposed by the Hon. Gentleman
in the first instance, to the effect that a committee consisting
of seven of the shareholders should be formed, and that the
should be authorised to confer with the board of directos
within a fortnight from this date, and report to a general
meeting of the shareholders upon the subject.
The scrutineers having given in their report, it appeared
that there were—
For the dissolution
Against

Majority in favour of going on . ........ 51,069
The total number of hares rqre§e4ted in the room; at the