The Sun.
London, England, 1856-09-22 00:00:00

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INFTeM
is unfortunate affair it is really
ant.
the auditors equally to blame in this matter I (Loud. 1
cries of "Hear, hear.") We have continually seen the aet tit,s
and attackingWtheemhapvellbenelie'llfi;xibnugt,itlurilnl
names of Thomas Chandler and Thomas Fhsge attached
to our balance-sheet, as I vouching for its correctner, RAFTN.-:
when those parties, if they had audited the accounts at
all, must have known thst was not the fact. (Hear.) a a
seylovuesr,sellvaems, anct
theasic, are directors
not
de-
sirous to offer a few observations. (Hisses, and cries of
"Hear Mr. Gillott.") NI-v fellow ahareh dders will re-
member that I called their attention to what I considered
a fellow
-sufferer
:iithonyeouorf
to be improper proceedings in reference to the manage-
ment of this concern in the latter end of 1852 and 1853,
and if the shareholders had gone with me then they would
not have been in their present position. (Hear.) I attri-
bute that decision to the subtlety of Cameron, who got
up a charge against me that I was running about all ova
the metropolis doing what I could to damage the bank;
and that I was ono of its greatest enemies. The state-
ments of the auditors were held up in my face in answer
to what were called my calumnies. I confess, at that
time, and I have ever since, had an utter aversion to
those gentlemen, Messrs. Chandler and Page, the audi-
tors, bcause I looked upon them as the creatures of the
bank. (Hear.) Mr. Chandler is a surgeon, and although
those gentlemen rosy he well versed in Greek and Latin,
and be conversant with our bodily ailments, I deny
that they are the proper persons to be entrusted with
figures. You will remember that I called your attention
to this matter iu a mall pamphlet I published in 1853.
I asked you at a meeting which took place to take the
opinion of some eminent counsel as to whether your
charter was being complied with, but my proposal was
rejected, and I was met by the cunning subtlety of
Cameron, who framed the first paragraph in the directors'
report for the next half-year by announcing therein that
the directors were prepared to pay a dividend for the
last half-year of six per cent. upon the paid up capital.
(Hear, hear.) This had the desired effect, which was to
tura you (the shareholder-) against me, although it was
believed by many that the opinions I hid expressed had.
done a great deal of good. Thus matters went on, and
I was frustrated in doing that which I believed honestly
would be of service to the concern, and now we all
know what has been the unfortunate result. With
regard to the call counsel has advised us that we were
competent to make it. That counsel is a counsel of
eminence connected with the city of London, and he
said, why not make another call, which you have power
to do, and whether you dissolve or not, do a something
e s:
oo thes call,
which a s
are a proj.yi
n forma o r m
beforea and a
Chancellor
to alleviate the state of misery and suspense into which
to
plarge numbers have been plunged by this lamentable
event. These circumstances and this advice induced me
acquiesce
q theperehl3iminelaroy
measure, because we know that we cannot do anything
until the
are heard. Ido not object to ttie Winding-up Act being
brought into requisition with regard to the affairs of the
bank, but I do hope that, it our affairs are to be wound
up, whoever the official manager may be, he will have a
feeling for the proprietors as well as the depositors.
I am told that the first charge under the Winding-up
Act, which is an enormous one, may be avoided if the
official manager chooses. It may be done in this way,
as I am informed: We have a right to presume that our
books, with regard to the deposits, are correct, and if
each depositor is called upon to state the amount of his
deposit, and that statement is compared with our books
and found satief tetory, much expense will be saved;
But if the official manager calls upon each depositor
to come into the master's court to prove his or her de-
posit, then the cost to the proprietors will be from 8,000
to 10,000 guineas, because two guineas must be paid on
proof iu each case. I again say, lam willing imme-
diately to pay my further call of 501. on my shares to al-
leviate at once the sufferings of the depositors. I should
add, that though elected at the last half-yearly meeting,
neither I nor the two other directors who were elected
with me took our seats till the 11th of August.
Mr. STAPLETON (deputy-governor) said the directors
had not paid up their calls, and they would not advise
the shareholders to pay up until after the Vice-Chan-
cellor had decided on General Aitcheson's petition on
Wednesday next. He was elected in February last, and
since then he had been mainly instrumental in driving
Mr. Cameron from the management, and Mr. Brown
from the directory. If the board had fallen in with
his views, and made a call of 251. when he wished
them, this catastrophe might have been averted. He
could name many joint stock banks that were in a worse
state than this bank in their infancy.
Mr. GODDARD proposed the following resolution :--
"That the past and present directors of this bank (except-
ing always the three gentlemen who became directors on
the let of August last), by their systematic misapplica-
tion of the fends of the institution entrusted to their
keeping, and by their uniform and culpable misrepre-
sentation and concealment of the actual condition of the
bank in the half-yearly balance sheets and statements
made to the shareholders, as also the discreditable pro-
ceeding of issuing new shares long after the bank bad
become hopelessly insolvent, thus bringing dishonour
and ruin upon many innocent persons, which would
have been entirely averted by better management
or an earlier winding-up, have shown themselves utterly
unfit for the post they occupied, and unworthy of the
confidence of this or any other proprietary."
The resolution having been seconded, the mover im
mediately put it to the meeting, when many hands were
held up in its favour, and the mover dec'ared it carried
by all, on which
The CHAIRMAN rose and said it was not carried. Not
more than one-fifth had voted for it, the others believing
it was a lie, and that the directors were honest men.
Mr. OWEN, a former direetoe, ',mid the unfortunate po-
sition of the bank was owing to none of the first directors
knowing anything about banking affairs, and the con-
sequence was that they were at the mercy of Mr. CE•
meron, and they passed resolutions ignorant of their im-
port. He did not know that any directors, with the ex-
ception of one, had borrowed money of the bank. Mr.
Cameron always told them that paper for discount must
not come before the directors or they would not get respect-
able customers, but that that department must be left en-
tirely to him (Mr. Cameron), the manager. After Mr.
Alderman Kennedy joined the bank, and he got posses-
sion of the " private book," he set to work to investigate
the affairs of the bank for the benefit of all. (Great con-
fusion, in which the hon. gentleman was charged with
being as bad as a receiver of stolen property, in the
midst of which the hon. gentleman sat down.)
Alderman KENNEDY said he had been twice men-
tioned in the course of the meeting, and the effect of the
observations was why he did not, before the stoppage,
announce the difficulties of the bank. His answer was
that he was in the dark as to the state of the bank at
the time when it stopped payment. When he pined
the bank, 18 months ago, he made all the
enquiries it was possible for him to do,
and if he had been deceived he was not to blame. He
had done his hest up to the last, and all ho had to say
was that up to the latest moment he had done his
utmost to alleviate the sufferings of the depositors. He
was extremely sorry at the unfortunate state of the
affairs ; he was a sufferer, aid a heavy one, and
entreated the meeting not to cast blame on him.
When he joined the Bank he persuaded his rela-
tions to follow his example, as he was led to believe it
was a safe investment.
Mr. GODDARD called upon the chairman to put his
resolution.
The CHAIRMAN declined to do so.
On the motion of General AITQIIIiON, seconded by
Mr. STAPLETON, the following resolution was passed :
" That it appears to this meeting, and it is hereby de-
clared, that the losses of the Royal British Bank
have exceeded all the surplus and reserved capital,
and one-fourth part of the now paid up capital of the cor-
poration of the said bank." Mr. Coleman having first
explained that such a resolution was necessary to faci-
litate the winding-up of the undertaking.
The CHAIRMAN said that the resolution having been
carried, it only now remained for him to dissolve the
company, which he accordingly did, except for the
purpose of finally closing and winding-up of the affairs
of the Company therein mentioned.
- The proceedings terminated shortly before five o'clock.

[PRICE 4D.

which had been taken from Mr. Cameron as part and
parcel of the securities by which the advances to him
were covered.
Mr. MITCHELL—One of the precautions of our charter
was that the bank was not to traffic in its own shares,
but the result of this single operation of Mr. Camerou's
had been that the 200 shares which stand in his name
have been transferred to the board, and that instead of
tse-e being shares upon which we should have had the
right to make calls, to assist tke other shareholders, the
amount of those shares will fall upon the great body who
are already threatened with ruin. It is as plain as pos-
sible that from the very first years of the existence of the
bank the accounts which had been presented to us had
been constantly falsified and tampered with. We had
no right to infer from the reports of the directors sub-
mitted to the shareholders that among the assets of the
company there were included advances to Mr. M`Gre-
gor, Mr. H. Brown, or Mr. Oliver, and others, amount-
ing to a total of more than 120,0001., which, it appears,
Were brought forward year after year as convertible secu-
rities. The failure of this bank at any time would have
been a serious thing, but it would have been infinitely
less serious if those gentlemenhad honestly come forward
and said the bank has failed as a commercial speculation
and proposed to wind up its affairs. I must be allowed
to say that I cannot concur in that exculpation which
the directors seem desircus of making for themselves—
an exculpation that we, the shareholders, can know
nothing about—thatit was Mr. Cameron or some one else
who did it all. In the first place, we pay the directors
a sum of 2,010/. per annum, and as the members of the
board do not average more than seven or eight, that is
about 3001. per annum for each—(hear, hear)—and that,
alone, in my opinion, entitled us to expect that they
were at least giving us faithful service in return for the
money. On the other hand, I cannot help saying that
I think a fearful responsibility and the ruin and curses
of many persons will he at the door of Alderman Ken-
nedy. (Hisses and other marks.of disapprobation.) It
is not my desire to speak in terms of harshnese of—those
who are placed in the painful position which they occupy,
but less than this I cannot say—that I for one should
never have been a victim in this business, but that I saw
the na.ne of that gentleman among the list of the direc-
tors. I made some inquiry wit h respect to his position,
and I was told that he was amen of character and capital,
and I had no right, therefore, to suppose that any such
gentleman would go into a direction which, by conniv-
ance or indolence, had allowed a state of affairs to exist
such as has just been disclosed. (Hear, hear.) If you
take the accounts only as they were presented to us last
Midsummer, they were fallacious to the extent of over
370,0001. We are now told that there exists a .deft
ciency of 227,0001., but no credit is taken on that
account for the paid up capital of 150.0001. Taking
these two sums together, there was a deficiency of not
lees than 370,0001., so that for every year since we have
been in operation we have been losing 50,0001., and yet,
in the face of this these gentlemen have come forward
every year to congratulate us upon our prosperity.
(Shame.) I cannot bring myself to believe that for so
many years the directors, who now seek to exculpate
themselves, could have been ignorant of the existing
state of things. (Hear, hear.) There sits a gentlemau
—Mr. Stapleton—l believe that he went into the direc-
tion anxiously desirous to make things right if he could,
and I think if he had had the courage so say boldly that
things were not altogether right, it would have been
very much better for the interests of all parties. (Cheers.)
I apprehend that all of you have received a circular simi-
lar to that which I have received. We are there coolly
asked Ito ipay up !immediately a call of 501. per share.
Now this is a subject of most serious gravity. I know
not to what to attribute such culpable blundering on
the part of the directors as absolutely to call upon us
outright to pay up immediately this call. Do they sup•
pose that every person walks about with two or three
thousand pounds in his pockets, which one would pay
out as he does his omnibus fare ? I think the directors
might have much better said that they regretted the po-
sition of this bank, and called up the remaining capital
by easy instalments. The consequence of the present
precipitate step will be, that many of the shareholders,
with ruin staring them in the face, will at once declare
themselves insolvent, and evade the payment of their
share of the calls. I should, therefore, advise the pass-
ing of some such resolution as this, that the proprietors
decline to pay any calls into the hands of the existing
board--(cheers)—not considering them safe custodians
of our money. (Loud and repeated cheering.) I should
have liked the resolution to go on to say that the pro-
prietors pledged themselves as soon as a recognised and
suitable agency has been provided, to use every possible
exertion to meet the call upon their shares, with a view
to the liquidation of the righteous claims of the credi-
tors. (Loud cheering.) Ido not want it to go forth to
the world that we, although we have been unfortunate,
wish to make that a cloak for our dishonesty. I should
like, if that resolution were submitted, that the latter
portion of it should be embodied, and I think, if car-
ried, it might be made a means of safety for us, and of
course for the depositors. It is above all things desir-
able that we should appear to act in something like
eeisemeesesiefeeleae.rance towards one another. It is
obvious that the " winding up" cannot be an affair of
days or weeks, but must be a work of years—perhaps
many years. I think that many of our depositors would
prefer the nimble ninepence to the slower shilling, and
I think that some system might be devised by which
an arrangement of this sort could be carried out. The
effect of something like a compromise would be to ease
us in some measure of our liabilities, and confer a benefit
upon the depositors and creditors of the bank. At all
events, it is quite clear that before we separate to day
we must come to a distinct resolution that we do not
intend to pay up this call to the present beard of direc-
tors. (Cheers.)
General AITCHRSON—I am determined to have a most
searching investigation into the state of affairs of the
bank—(cheers)—and pursue it to the utmost, so that
the guilt—for guilt there is—shall :est where it is due.
(Cheers.) If you believe me sincere in making this
statement, I would ask you to consider, as rational
gentlemen should do, how we are to proceed to effect
this object. It is clear, from the statement of the ac-
countant, that all the delinquencies are of old standing,
and that, to the credit of your present chairman, no
great liabilities have been incurred under his manage-
ment. Gentlemen, we can only arrive at the solution of
our difficulty by the interposition of the law. You may
attempt to stave off the time for resorting to the law,
but in the end you must go to it. You must go where
equity will combine with law and protect our interests.
The directors can only deal with the registry of share-
holders as it now exists, and the Court of Chancery alone
has the power to deal with matters which took place at
the time of these delinquencies, and if it could be pos-
sible to bring against those parties a charge of a criminal
character, I would be willing to join with you in taking
the necessary steps for so doing. (Cheers.) You will
find that the only way in which you can bring those
parties under the power of the law is by the Court of
Chancery. (Hear, hear.) You may bring an action, or
a thousand actions, against shareholders, but what is to
pay those actions I Why, your own funds. If this be
the case, the less expense you incur in the shape of actions
the better for yourselves. (Hear, hear.) No matter
what the charter of this or any other bank may state,
you will find by the Joint-Stock Companies Winding-up
Act that all persons who have been shareholders or
directors within a period of three years previous to the
stoppage of the bank are liable as contributories. The
only difference in favour of persons who bad ceased to
be shareholders or directors for some shorter term, is this
—that if they can prove that large debts bad been con-
tracted after they quitted the bank, for those debts et
incurred they are not responsible. (Hear, hear.) But in
the present case it appears from the statement of the
chairman, that for the last two years no new debts have
been contracted, that all the great liabilities had been
contracted previously. (Hear, hear.) All this m ust
show you to the Court of Chancery you must go, and
that it would be ruinous to the depositors themselves to
institute actions. (Hear, hear.) It appears to me that
the most advisable course would be to adjourn this meet-
ing for a week—say, to this day week. (Hear, hear.)
It has been determined to ask you to pass a resolution
declaring yourselves dissolved ; but I think you should
not pass that resolution until you have considered your
accounts sufficiently to enable you to calydtmsoho_ulivuoyu(itbltghaahehuenl and deli-
berately decide whether you should bring the concern
under the operations of the Winding-up Act. I trust,
gentlemen, that you will agree with me in thinking that
the suggestions which I have thrown out are worthy
the
eyour e attention,
best
o olcalculated
tdetdhtaot the
benefitcouraslel
pI
ahrativees.
m proposedear.)i s
n.—(Hoeahr,, wehe
ahra,clanbdecttheerercsore to some
conclusion ASA
53.33 ilEt lor -°od LLa Dny ER.
n—l wish to know, in the case of a
shareholder who is also a depositor, will you take his
yourselves in liquidation of his liability
uchpeiinhueheiCsuiespiasnereetsLr—Mr. Coleman thinks that a share-
holder so situated will be enlitled to the set-off to the
amount of his deposit.
The PEornIETOR—Now I wish to ask another ques-
tion. You (the directors) have made another call. Do
youy
s
apndbawonl
nloivareodtd,
our
The
citcdtathanthhhhffs:ogeei
aratncetsahi
sensible
ebsi
wseytns)li hi
atnßoami
m gtcsi
identical
,mltrikNhveNedrneui
r(nomrget
cu:whdh:socc,etvsntt,
yeaereohpern,
oul
susnlo proprietors)
aanraori
si
nnueekykt
not
orruotes
your
But
your
imbued
veins—(laughter)--
and dl
neyll bel justified
(Laughterin
e
t
qucstica meeting shi, decision ill 1 i 1
,aaglnadaiunhievaaefrrn,atihuder
aehrts trust you with
at
w... ac) is ne-
gative. (Hear, hear, and cheers.)
Mr. PORTER—I wish to ask the directors wider what
Mower they have made the call upon the proprietors
within the last few days ?
The CHAIRMAN—We have done sounder the advice of
counsel.
Mr. PORTRR—Din you intend it really as a call, or
have you merely made the call pro forma?
The ClleenueN—Well, we made the call pro forma.
The Chancellor will decide the question on Wednesday
next.
A PROPRIETOR—WiII you inform the meetine; whether
any shareholder has paid upon that call ? (Shouts of
derision.)
. The CHAIRMAN—None. (Cries of "I should think not,"
and "Hear, hear.")
Mr. PORTER—I am most desirous that we 13110111C1
you
the
,ehpyhvenot
tuesratt originalhahm—raa
are

Cash.
£ 0. d.