The Sun.
London, England, 1856-10-22 00:00:00

UNITY GENERAL ASSURANCE

COMPAN r.

[The following appeared in part of our impression of
yesterday.]
The annual meeting of the shareholders in the Unity
Assurance Association was held yesterday at the London
Tavern. There was rather a thin attendance of share-
kOlders present. Mr. Baylis was not present, and his
non-appearance was" explained. in the following circular
which he had issued that morning to the shareholders :
" Ladies and Gentlemen,—Most anxious and careful re-
flection on the present position of the Unity General As-
surance Association, and the state of affairs existing be-
tween myself and the present board of directors, has led
MO to think that nothing but harm could arise from my
presence at the annual meeting this day. I have therefore
resolved on this ground that I had better not attend.
" I could not be present without coming into direct and
set ionscollision with the director; the result of which would
p ' rove of no benefit to the institution, but must give rise to
infinite'confusion and protracted proceedings. As the share-
holders are fully aware of the causes that led to my resig-
nation further reference to them is unnecessary. I will
therefore proceed at once to explain to you the results of
my return to the board mom, and also to indicate the
cause of procedure that appears to me to be desirable for
the- benefit of the association.
" By my circular of the 10th inst. I announced to you
that an arrangement had been made between the directors
and myself, which enabled me to return to my official
dutiee. I expressed my wish to render any assistance I
could to the association. It was for this purpose only, at
*total. sacrifice of personal feeling, that I consented to
identify myself with the board of directors, as at present
constituted, for a temporary period, namely, till the
annual meeting. I much regret to find myself compelled
to acquaint you that my return to the board room has been
of no service whatever to the institution. Tha directors
have not acted in good faith towards me; they have not
co-operated with me-
" Personally speaking, I will briefly place before yon two
facts, involving the proceedings of the directors, by which
I show that they have not kept faith with me.
"Firstly, I complain that the Directors, on Thursday
last, the 16th instant, at the usual board meeting, whilst
I had left the room during the discussion of a matter per-
eons' to myself, gave secret instructions for a printed
circular to be issued, signed by Mr. Collins, wherein they
pnblished.a Statement of the terms on which I had returned
to my duties. They did this while I was absent from the
beard-room. They did not even acquaint me of what they
had done. I therefore consider that in adopting such a
course of action, whilst professing to act in concert with
MO in the management of the institution, or, indeed, in
waking any communication to the shareholders without
my concurrence or knowledge, they violated an acknow-
ledged principle as established between a board of direc-
tors and a manager. I also feel I have a right to complain
of the directors for having published, without my sanction,
the terms of my arrangement. They had no right to do
this. But if they published anything respecting them,
they ought to have published all the correspondence be-
tween themselves and myself that led to the tin ins. This
they did not do, but confined themselves to such parts only
as they conceived to be profitable to themselves with the
shareholders.

"Secondly, I complain of the directors, for their con-
duct towards me respecting the annual report. On Thurs-
day week last, the day on which I returned to the board
room, the directors passed a resolution, requesting me to
prepare the annual report, as usual. I at once devoted
myself to it, and worked for two nights. Proof copies
were placed before the directors on Thursday last, and I
read the document. My report did not suit the directors,
and in consequence it was referred to a committee, com-
posed of Dr. Lloyd and Mr. Jackson. These gentlemen,
without any consultation with me, have cut up my report
according to their own notions. On Saturday last the
directors, held another board meeting, for the purpose of
settling the report of Dr. Lloyd and Mr. Jackson They
did this in my absence—it being intimated to me by Mr.
Jackson that I had better not be present while Use direc-
tors were settling their report. Therefore the report to be
presented to you on Tuesday is the production of Dr.
Lfeyd and Mr. Jackson. This is the first and only in-
stance where the directors have made a report to the share-
holders-regardless of ray advice.
"The allusion to future economy is merely the adoption
of a tone wlaiehethe directors deem profitable to their pre-
sent necessities. If they really mean economy, why don't
they show it by their own acts. They have professed a
readiness to make personal sacrifices. Where have they
made a single sacrifice ? Let them give an example.
The,rrow, wish to make the shareholders believe that they
want tea* economical in the management. They think
such a iictfesaion made by them, under present circum-
stances, will secure popularity for them, and be injurious
to me
,Let the shareholders once for all bear in mind,
thatAitelirectors have throughout been partiea to every
wing involved in the management of the Institution,
whether respecting expenditure or anything else. They
hive.themselves been well paid for doing very little towards
extending the business of the institution, therefore, when
they seek to court favour with the shareholders, by 'sud-
denly professing a qaalitytkey, never possessed, it is my
dtty to warn those parties interested in the association
not to be led away by such empty expressions.
".I ask the sharehaidenuto consider facts instead of pro-
fessions. Is it by-belpiwthemselves to 3601. for attend-
nricirfees during the; past three months the directors prove
their desire for economy ? Is it by holding numerous corn-
/0400e and board meetings, at each of which large expen-
ditty() fOr directors' fees is incurred, altogether indepen-
dent of .the-lose of time on the part of the staff in being
called upon to render useless returns? Is it by spending
nswirif UpOL in the production of the literati?» et verbatim
tens abd-attested report of the meeting of the 11th Sept.,
whir& by:the:way is, not a true or fair report ? Is it by
Ming* compliment to your auditors, in handing over to
public accountants, and a large staff of their clerks, the
private affairs of the association, including the bonds and
secnrities of customers who have transacted business solely
on the faith of secrecy, the expenses attending which will
be enormous ? Is it by distributing such rubbish:as was
contained in tha Herts Guardian, thousands of which were
paid for by the funds of the institution ? Is it by these
and other proceedings on their part that the directors
exhibit, their desire for economy ? Are these the personal
saerifiees they are prepared to make ? I leave it to the
shareholders to form their own opinion.
".The sacrifices I have made consist of my having re-
signed a position I had been toiling for, and paid from my
own
poet a large sum for expenses incurred in the de•
fenceprinciple of the institution.
"The-directors have thought fit to embody in their re-
port a statement of the terms upon which I returned to
n WM:dal duties temporarily ; and they leave the share-
holders to decide whether they approve of them or not.
Thitie adopting an improper course of action. An annual
Meeting Of shareholders is not the place for discussing the
teilaS of engagement with a manager. The power is
vssta4tbe directors by the deed of settlement, and I
shined deelinato enter upon the consideration of the ques-
tion ice the way proposed by the directors. I must not be
miatindersteod on this point. I think, under all circum-
stances,.alull account of the negotiations which led to my
tempOrair return should have been placed before the
shareholders ; but to canvas the terms' of remuneration
at an annual meeting is altogether improper and unneces-
sary. -
" The directors, in their report, allude to the late com-
promise. The circumstances involved in this case are pre-
Cisely, the same as when the shareholders, by their vote of
the' of September, practically censured the directors,
by ordering payment of the 1,2501.
" The interests involved in the Unity General are of a
most important character, and I feel that the time has
now arrived when it is absolutely necessary for the share-
holders to adopt such measures as are calculated to place
the control of its affairs in other hands. So far as lam
concerned, the anxieties of my position aro such that I
feel my health affected in endeavouring to discharge them.
I have toiled hard for the Uoity Associations, and used
all my energies with a view to furthering their interests.
They are three great undertakings, in which important
principles are involved, and my anxious wish is to see
them Lhuraphantly successful. If the shareholders desire
it, I aneready, therefore, to render any assistance I can.
for a temporary period only, altogether independent of
any terms ePfinancial consideration,
once to retire. or I am ready at
."Possibly I might be useful in reorganising the mr.-
nagentint of the institution. I believe this step to be ne-
cessary and easy. A modification of the present Board of
Directors would be an advantage. Four of the present
number might retire. For the strengthening of the board
thesharehelders might request some of their own body to
to-Operate with the remaining directors in restoring the offfee isro-per working order. And here I might state,
that befits I ventured to the board room, I had corniuuni-
satisl*ith some of the principal shareholders on the sub-
.** otgorming a provisional committee, and the following
to as as ,14en, all.of whom are shareholders, kindly consented
; seramittee men
be. Davis, of Hertford ; J. A. Durham, Esq
~Lond-
on; Dr. Hearne, Southampton; H. Buchan, Esq., South-
ainptai
n; a.W. Gould, Esq., London ; G. E. Beckers, Esq.,
Exete
Londo T. Bayley, Esq., Nottingham ; T. Sheffield, Esq.,
Urc.
4'•l ye no doubt but that these gentlemen would be
prepared to' act in conjunction with some of the present
direetOrs., They hold a large amount of capital, and I am
sure they would without delay be enabled to take some
steps calculated to benefit the association, and restore con-
fidence in it. I can only say that I shall be most h pp
to matey beat energies in co-operating with them tema poy-
rarily, but I must frankly state that it is impossible for
me to attempt to act with the board as at present consti.
tnt6d.i
I have, very hastily, endeavoured to place before you
some
cirlomstenees involved in the present position of
matters. I have done this from a sense of duty, and I
now leave it to the shareholders to take such a course as
they believe to'be for the interests of the institution.—I
have the honour to remain, ladies and gentlemen, your
obedi,ent servant " THOMA.S H. BAYLIS."

•
The
,repe,rt,' which was read by Mr. Com:lris, the
seeretiii'y pre tam., stated :
!!Errnit, the 30th day of June, 1855 (up to which
day the last balance-sheet, as presented to the last
*Ulmer '.gireral meeting, was made) to the 30th
V 'Of. June, 1856, the number of policies issued
ig assuring 401.0911., and producing in
48i au tidal premiums 13,091 i. 113. 31. Every policy
TinlV.,prpviously to acceptance, received the utmost
tt""‘"4611.• And consideration, all the assurances on the
hooter of the association are of the best description.
Th«dutecbors
to the, vtir •
have much pleasure in calling attention
,„._ , y•sattsfactory character of the business, the
1°4401 arneonting only to 5,6521. 103., and the pre-
~nivaz to -
Extract from, Board*
„baociltion, of Oetob Minutes of the unity General
" havingCirennief.anceLt
er3d, 1856 :
rigna.tion 6f' the occurred which led to the re-
called togottler the shareholders
director, the directors
which- induced them. unanclders to explain the reasons
Um These were fully stated to accept his resigne-
to the shareholders at tho
eitraordinary general meeting, held on the 11th day of
:Septembeilast, a verbatim reportir of which has been sent
to each share and policy holder. At that meeting a ma•
jority determined that the late managing
be appointed.manager, Pro tail. Te re
directors,
director s
bowinghou
tl
od
that decision, and to the suggestion
and
of reqnisitions of
certain shareholders, and at the request
tthehelyatema
paging' director, offered to him terms which
consi-
dered liberal and fair as between this Association
himself, which were accepted by him. Th and
Those terms are
the following
6. Resolved--That it is absolutely necessary for the pro
-
Per oonduct of this association, Ist,- That in the eventa.
of Mi. laylre returning to it, he should be appointed
manager,. vtithotit a vote at the board. 2d, That he
should be required to discharge the duties of manager
telly- sad "effeatually, and confine his attention solely
to the business of thit Fife, Life, -and*Dank Associations.