The Sun.
London, England, 1869-11-19 00:00:00

PROTOPLASM.

What is protoplasm? This question Professor William-
son essayed to answer at Manchester on Tuesday night :
"It was a combination of oxygen, hydrogen, carbon, and
nitrogen. It was the common foundation of organic life,
both animal and vegetable, and was the same thing,
whether taken from the highest or most humble organised
forms. The eitylence and other animated particles
which swarmed in stagnant water, and could be seen only
under the microscope, as well as the cells of the beautiful
rolvox, were masses of protoplasm. There were instances of
protoplasm occurring in its simplest forms within the vege-
table kingdom. Such creatures as the ameba, amongst ani-
malcules, were likewise masses of protoplasm ; and more
highly organised beings, even man himself, were aggrega-
tions of the same material. Its increase was beauti-
fully exhibited in the development of the ovum of the
melicerta. Tho white corpuscles in human blood were
simply protoplasm, and the blood, partly through the
agency of those bodies, and partly through that of allied
objects, rerformed all the phenomena which took
place in the human frame. The force residing in pro-
toplasm was different from the force which we
found associated with the phenomena of heat
and electricity, for this reason—namely, that
the force of heat and electricity was under human control.
We could take anything that was not electric, and make
it electric; we could take any body that was not hot,
and make it hot. The creation of protoplasm was utterly
beyond human power. It was a part and parcel of that
life which had come down from the rcmotost ages of the
past."

THE EUROPEAN ASSURANCE SOCIETY.

The adjourned meeting of this society was held on Thurs-
day at Willis's Rooms, to receive the report of the committee
appointed last week on the motion of Mr. Child, of Man-
chester, to inquire into the position of this company. Sir
Frederick Smith, the chairman, again presided, and there
was a good attendance.
The CHAIRMAN, who was receivedwith applause, said the
committee had been most assiduous in the performance of
their duties, and had conducted their investigations with
very kind feelings towards everybody concerned amongst the

officials. (Hear, hear.) They had, in fact, acted most
fairly, uprightly and honestly; and the directors had
endeavoured, so far as it lay in their power, to give them
every information they could demand. The committee
had expressed themselves satisfied with the reception they
had met with, and he could only hope that the course they
had resolved upon would be such as to give greater
strength to an institution which hardiy required more
strength. Ho would call upon the chairman of the com-
mittee to road his report.
Mr. CHILD said the result of the committee's investiga-
tions had been, as he expected, unanimity. The report,
which he then read, stated that it was duo to the chair-
man, Sir F. Smith, to say that he had treated the com-
mittee frankly, and had given them every facility that lay
in his power to obtain information. The committee were
unable to make such a full report as they desired
within the week, but they were unanimously
-if opinion from the investigation which they had made,
that Vice-Chancellor James was fully justified in the judg-
nent he gave, dismissing the petitions to wind-up the
-:ompaniy, and that it would have been most injurious,
both to policy-holders and shareholders, if an order to wind
up had been made. There was no doubt that the company
possessed an extensive and valuable connection in the life
lepartment, and that the guarantee business was both
valuable and profitable ; and there seemed to the committee
to be no reason why, with a considerable reduction in the
working expenses and proper vigilance and atten-
tion, the shareholders and policy-holders should not
yet reap those advantages and profits which were
generally enjoyed by well-conducted life assurance
societies. The committee could not, however, refrain
from stating their opinion that there had been
;Toss mismanagement and recklessness in the numerous
purchases of and amalgamations with other companies, as
Ilse in the enormous and unjustifiable annual expenditure.
These errors were due to the want of proper vigilance and
upervision on the part of the directors, and to the great
oower acquired by the general manager, which
power, in the opinion of the committee, had fre-
luently been most improperly exercised. The
lommittee could not concur in the correctness
-)f the actuarial report, on the faith of which a bonus had
been declared, and they considered that the auditors had
by no means fulfilled their duties, for even a cursory
investigation would have shown them that they were not
justified in constantly passing the annual accounts. The
lommittee felt that it was their first duty to test the pos-
sible correctness of the balance-sheet for 1868 printed in the
-eport of the directors on the 16th instant, and
the general result was that although the as-
sets, as there .+.ted, sniuht be correct as
regarded nominal amount, yet, in the present active value,
lonsiderable reduction ought to be made. It was alleged,
perhaps fairly, that the items which seemed doubtful
might be realised, and it was undoubtedly true
that many assets were really good, although not
immediately available. Tho most material item in the
liabilities, namely, £312,486, was one purely within the
province of an actuary, and the committee regretted to
find that subsequently to the last full valuation,
in 1868, there were no materials in the office
to enable an actuary not already acquainted with
the business of the office to give them advice under two
or three months. Therefore they suggested that at the
end of the year an eminent actuary be called in to make
1, perfect investigation and valuation, instead of at
the end of 1870, as provided by deed of settlement.
The committee saw no reason to doubt the general correct-
ness of the statements made by the company's actuary;
but they had no hesitation in saying that the directors
were not justified in declaring the last bonus,
or paying dividends to shareholders. The committee
unanimonsiy agreed in the following recommendations :
First, that the general manager, actuary, and auditors
should at once resign their positions--(much applause);
second, that the directors as a body should place their
resignations in the hands of the committee, leaving it to
their discretion to nominate such as they think right
to act with the new directors ; third, that the
future board should not number less than
seven, or more than ten; and that their remuneration
should not exceed £l,OOO a year for the next three years;
fourth, that an entire change be made in the system of
paying agents, and the mode of transacting agency busi-
ness, whether at home or abroad ; (applause)—fifth, that
although some reduction had been made in the chief office,
a further economy would be secured by a reorganisation
of the mode of conducting business. Sixth, that a call of
10s. per share should be at once made, not so much as a
present necessity as a guarantee to the public that there
are available assets to justify the confidence hitherto
placed in the company. The call might be payable
by instalments. Seventh, that the deed of settlement be
altered in some material particulars so as to enable policy-
holders who are not shareholders to act as directors, and
also to make the constitution of the company more suitable
to the requirements of the public. Eighth, that in future
the report, accounts, and balance-sheet should be
sent to the shareholders fourteen days before
the annual general meeting. (Applause.) Ninth, the
committee would recommend the appointment of
local boards in the provincial towns consisting of share-
holders and policy-holders, with powers agreed upon by
the general board. If these suggestions were adopted, the
committee believed that the company would be placed on
a sound and satisfactory basis, and that with ordinary care
and active and honest management the European might yet
take rank amongst the first assurance societies. (Applause).
Mr. Child concluded by moving the adoption of the
report.

Mr. BRISTOW, ono of the committee, seconded the
motion.

After some discussion, the report was adopted with
only two dissentients.

An announcement that the resignations of the whole of
the Board of Directors, and of the general manager (Mr.
Lake), had been placed in the hands of the committee,
was received with much applause.
It was resolved to establish a special fund to meet
claims on the guarantee department.
Mr. Lake's resignation and the resignation of eight of
the directors were accepted.
Resolutions were then adopted recommending the ap-
pointment to the board of Mr. Alfred Carter, M.P., of
Leeds, Mr. A. Bristow, M. E. Henley, of Birmingham, Mr.
J. P. B. Westhead, M.P., M. J. Field, and the Hon. A.
Herbert.

The board was alio requested to appoint Mr. Child to
act until these vacancies were filled up.

The proceedings concluded with a voto of thanks to the
chairman.

A meeting of the Grand Orange Lodge of the
county Antrim has been held in reference to the fact of Mr.
Dal way,
M.P , having supported Sir Shafto Adair, the
Liberal candidate at the late election. Mr. Dalway's total
expulsion from the brotherhood was proposed. Eventually
a resolution was carried that the hon. gentleman be SUS-
pended fur a year.

Several men were engaged on Tuesday in the
erection of an ice-house in Aberdeen, and when the work
was supposed to be nearly completed, the whole of the brick
work, scaffolding, and other materials resting on the beams
and walls suddenly gave way, and seven men, who were
employed on the works at the time, were precipitated with
the falling mass, and severely injured. Grave doubts on
Atiatetai to the-I•agegi.... 41,..... - _