The Sun.
London, England, 1857-10-06 00:00:00

ROYAL SU.RRBY GARDENB COMPANY.

A public meeting of the shareholders in the Royal
Surrey Gardens Company was held yesterday afternoon,
at the King's Arms Hotel, Palace-yard, Westminster,
for ti%e purpose of receiving a report from the directors,
and the cli:4charge of other business,
Mr. T. K. Holmes, chairman of the Board of Di-
rectors, in the chair.

The CIIAIRMAN said that he thought he should best
consult the interest of the meeting if he abstained from
snaking any remarks then, other than to state that the
directors were desirous of giving the shareholders every
information in connection with the undertaking—that
they courtel a full and rigid examination into their
past conduct.

The minutes sf the last half-yearly meeting were read
by the Secretary, after which a discussion ensued whether
this was the proper time to confirm them.
The CHAIR/LAN said that this was not a proper meeting
for the confirmation of the minutes of the last meeting.
Trey must confine themselves entirely to the transaction
of the business for which the meeting was convened.
After some discussion, in which it was stated that
many of the complaints to be made against the directors
would rest on those minutes, and that this was a special
meeting, and not an ordinary half-yearly meeting, at
which the minutes should be confirmed, it was agreed
that the minutes should not then be confirmed.
Another discussion took place relative to the order
in which the business should be transacted; the directors
contended that the consideration of the directors' report
should be entertained first ; whilst several shareholders
enforced the propriety of the meeting considering the
objects of a requisition that had been forwarded
to the directors, calling upon them to convene
a meeting of the shareholders, to remove the
present four directors, and elect others in their stead.
In the course of the discussion it was urged that the
directors, in putting the objecS of the requisition third
on the notice paper and the directors' report first, desired
to take an advantage of the meeting.
Mr. Co'Tonic said that the feelings and objects of the
directors had been grossly misrepresented, and therefore
he for one would support the motion for taking the third
proposition on the notice paper. The directors had done
nothing to deserve censure, except error of judgment.
The directors were the deepest sufferers, and he could
assure the meeting and the public that they had no
interest to serve but that of the shareholders. He did not
deserve the aspersions that had been cast on him, and those
who had done so knew it full well, aad it was they who
came into court with the filthiest and nastiest motives.
The directors bad done all they could for the benefit of
the shareholders, and he was ready to take a vote on
the report, which he had a right to read in his speech,
and he should do so.

Mr. NICHOLLS rose to object to such a course of pro-
ceeding. (Hear.)'
Mr. COMM( said he had a right to read anything in
his speech. (Einar.) Surely they would not, after
what bad been said, stop his mouth from defending
himself. (Hear, hear.) For twenty-five years the
finger of calumny had never dared to point
to him, and he was not to be run down by men who had
come there for motives he declined stating. (Hoar,
hear.) Mr. Coppock, in vindication of himself, then
read the following directors' report :
The directors, although not able to congratulate the
shareholders upon the present condition of the com-
pany, are unwilling to abandon the undertaking as
hopeless. They believe that means to carry oat the
original intent of the company, and to render it both use-
ful and profitable, can be devised.
The last general meeting was held in April of this year.
At that meeting the directors made their report, and de-
tailed their proposed arrangements. The directors were
then seven in number, six of whom had been directors from
the outset of the company, and one who had lately joined
them. All their acts were approved and confirmed by that
meeting ; two of the directors whose term of office had ex-
pired were re-elected, and the shareholders separated full
of confidence and hope in the future.
Considerable sums of money were expended in improve-
ments, and on the 15th of day last the regular season
commenced. The band, at the request of ACJullien, had
been increased in numbers and cost—singers of note en-
gaged—the grounds, and the approaches, greatly improved
—the attractions of the gardens augmented, and yet from
the opening to the close of the season, a serious amount
of loss accrued.

The directors having assented to the various proposals
male to them, and sanctioned the consequent outlay, deem
it no part of their duty to blame others. Particular schemes
were urged upon them as certain of success and the re-
sources of the company seemed to be thought inexhaus-
tible. The directors resisted much, but acceded to much
that proved worthless. Their short experience of the
season of 1856 deceived them, and when it is stated
that a singer, who on one night in 1855 brought
6151., in 1857 only brought 441., others besides the
directors might have been equally misled. The
nightly receipts did not meet the expenditure, and the
directors made advances and incurred personal liabilities
in the hopes of larger returns, but when their own director
of music, M. Jullien, was the first to take hostile steps,
and institute proceedings which would have thrown the
entire property of the company into the hands of himself
and his advisers, they saw that to go on any longer was
impossible.
Their number was by' this time reduced to four. Mr.
Beale resigned in May last, because he was dealing with
the company in musical engagements ; and in the last
week in July, Mr. S. A. Chappell and Mr. Wyld,
resigned. These gentlemen had concurred in every direc-
torial responsibility, and left the board from no disagree-
ment with the co-directors, or disapproval of their acts.
Mr. F. P. Chappell ha I been the solicitor of the com-
pany at its formation, and when he, acting as solicitor
r M. Jullien, took proceedings against the company,

the legal process was accompanied by notice of withdrawal
from the solicitorship. The directors at once appointed
in his place Mr. Alfred Jones, a shareholder and a gentle-
man of high repute. Finding that the only way to pro-
tect the shareholders, to give equal justice to the creditors,
and to gnarl the property of the company, would be to stop
individual activity, a petition was presented to the Court,
under the Joint Stock Companies Act, 1856.
This petition was presented on behalf of the architect,
a shareholder and contributory of the company. Its ope-
ration would have been to appoint an official liquidator,
who, together, with another chosen by the shareholders,
would be put in entire control of the company, and in
place of the directors. The directors did not appear on
the hearing of this petition. When brought in, it was op-
posed on various grounds ; the'directors were abused, their
characters and conduct assailed ; and imputations levelled
against them of the grossest nature. An adjournment
took place; at the adjourned meeting the hearing of the
petition waspostpened until Oct. 17, and by the order of the
court the property of the company is secure until that day.
The directors without delay intimated to the gentleman
who appeared for certain shareholders at the meeting,
their desire to concur in any plan that could be reasonably,
proposed for the general benefit. On the sth of Septem-
ber a requisition was left at the office of the company, and
notice of this requisition was, on Monday the 7th, given to
the directors.
The directors caused the following reply to be sent to the
requisition and notice :
Royal Surrey Gardens, 10th Sept., 1857.
Sir,--I beg to acknowledge the receipt of your letter of
the 7th instant, addressed to the directors of the Royal
Surrey Gardens Company (limited), in which you state that
"by order of the comm.tteo appointed by the shareholders
to protect their interests, you enclose copy of requisition left
at the office of the company in Penton-place, and request the
early attention of the directors of the Royal Surrey Gardens
Company (limited) thereto," and I have further to acknow-
ledge the receipt of the copy of tho requisition referred to,
which purports to be a requisition to the said directors " to
call a meeting of the shareholders of the said company, for
the purpose of removing from the directors',ip of the
pang the the four gentlemen therein named, and to appoint four
other directors in their stead ; and else to elect such other
g eitlemen as directors as the said meeting shall think fit,
not exceeding the number prescribed by the deed of settle-
ment of the said company," and you further state in your
letter that the said requisition is signed by thirty-soven
shareholders holding 526 shares.
The original requisition, on being referred to, is signed by
tl.i ty-seven persons, of whom two are not shareholders, re-
presenting nominally fifty shares, but not entitled to sign, as
requisitions must be signed by shareholders under their
hands.
The directors will without delay call the meeting request-
ed, and will give every facility to its being held ; and if the
committee appointed by the shareholders will recommend
fivewill gentlemen,,if
they
approve dulyq u
them,al ifie d a n dw l
nominatel ing
them,to eet
andt h d
appointee t r s
them at once, which they have power to do, and thus avoid
the delay of waiting for the extraordinary general meeting.
The directors will be happy to surrender their duties to
more competent parties' or to persons having the confidence
of the shareholders, and they trust that by giving them the
names of five qualified shareholders consenting to act, com-
petent to conduct the affairs of the company, and of whom
the directors can approve, you will enable the directors to
retire from further collision with any portion of their share-
holders.—l beg an early reply.
I am, sir, your obedient servant,
T. B. Fleming, Esq. W. Ewes, Secretary.

In answer to this letter the following reply was re.
ceived

„„..
Trinity-square,. Southwark, 12th Sept., 1857.
Dear laid your letter of the 10th inst. before the
committee last night, and am directed, in reply, to state
that they are advised that the requisition referred to is quite
correct, and in conformity with the
deed of settlement.
There are some observations in your letter, the meaning of
which did not clearly appear to the committee ; as I under-
stand it, the directors state that they will at once appoint
any five qualified persons whom the committee may, on
behalf of the shareholders',
propose;
that the four existing
directors will then resign, leaving the newly-appointed
directors to fill up their places under the powers of the deed.
This, however, was not the view taken by the committee,
and they desired me to say that they wish the requisition
served ou you to be complied with, and for that purpose the
names of the ca.ndida• es will be forwarded to you accord-
ing to the provisons of the decd.
If my view of your letter should be correct, I shall be
happy to mention the matter again to the committee, on
tearing from you on Monday before four o'clock ; but you
will please to consider the above observations are not to in-
terfere with or prejudice the requisition as already served.
Yours truly,
To W. Etta, Esq. Tiros. B. FLEMING.

Tho

irectors acknowledged
4th
this latter as follows :
1 Sept., .
De r Sir,—Your letter of the 12th instant i 51857 now
before me, in which you state that the committee you
represent wish the requisition served on the directors
to be complied with, and that the names of the candidates
for the directorships will be forwarded to me according to
the provisions of the deed of settlement.
The directors will facilitate the views of every portion of
the shareholders as far as possible, and call the meeting re•
quested.—l am, dear sir, yours truly,
T. B. Fleming, Esq. WILLIAM ELLIS, SCCy.

On that day the directors, in order to fill up the num-
ber prescribed by the deed of settlement, appointed Mr
Todd, a holder of 40 shares, a director. On the 15th of
September, a moeting, convened by advertisement, was
held at the office of Mr. Fleming, for the purpose of re-
ceiving a report and proposal from the committee of share-
holders. At that meeting it was found that the committee
of ahareholders consisted of 7 perspns, holding among them 55
shares' and tha 112'3'1111g dissolved without result, show.