The Sun.
London, England, 1857-10-05 00:00:00

vw bitton

SUN OFFICE, Seven o'Clock,

R JYAL SURREY GARDENS COMPANY.

MEETING OF SHAREHOLDERS (THIS DAY,

A public meeting of the shareholders in the Royal
Surrey Gardens Company was held this afternoon, at
the King's Arms Hotel, Palace-yard, Westminster,
for the purpose of receiving a regfirt from the directors,
and the discharge of other business.
Mr. T. K. Holmes, chairman of the Board of Di-
rectors, in the chair.
The following report, which has not yet been pub-
lished, was read at the meeting :
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 out 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 May last the regular season
commenced. The band, at the request of M. Jullien, had
been increased in numbers and coat—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
made 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 1856 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 hinds 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, M.P.,
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 had been the solicitor of the com-
pany at its formation, and when he, acting as solicitor
for M. Jullien, took proceedings against the, company,
the legal process was accompanied by notice of withdrawal
from the solicitorship. The director, at once appointed
in his place Mr. Alfred Jones, a shareholder and a'gentles
man of high repute. Finding that the only way to pro-
tect the shareholders, to give equal justice to the creditors,
and to guard 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,
i
Ideri,l:
would be put in entire control of the company, and
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 waspostponed until Oct. 17, and by the orderof the
court the property of the company is secure until that day.
The directors without olelay intiinat3d to the gentleman
who appeared for certain shareholders at the meeting, i
their desire to concur n any plan that could be reasonably
proposed fi r the genet al benefit. On the sth of Septem-
ber a requisition was loft at the office of the company, and
notice of this requisition was, on Monday the 7th, giv(n to
the directors.

The directors caused the following reply to be sent to the
requisition and notice :

Royal Surrey Gardens, 10th Sept., 1857.
Sir,—l beg to acknowledge the receipt of your letter of
tho 7th instant, addressed to the directors of the Royal
Surrey Gardens Company (limited), in which you state that
" by order of the committee appointed by the shareholders
to protect their interests, you enclose' copy •f requisition left
at the office of the company in Penton-placo, and request the
early attention of the directors of the Royal Surrey Gardens
Company (limited) thereto," and I have further to acknow-
ledp the receipt of the copy of the 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 directorship of the com-
pany the four gentlemen therein named, and to appoint four
other directors in their stead ; and also to elect such other
g,ntlemen 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 520 shares. •

The original requisition, on being referred to, is signed by
thi ty-seven persons, of whom two are not shareholders, re-
presenting nominally fifty shares, but not entitled to sign, a
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
five gentlemen, duly qualified and willing to act, the directors
will, if they approve them, nominate them, and appoint
them at ouce, 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 bfrairs 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. ELLIS, Secretary.

I❑ answer to this letter the following reply was re-
ceived :

Trinity-square, Southwark, 12th Sept., 1857.
Dear Sir,—l laid your letter of the 10th inst. before the
committee last night, and am directed, in reply, to state
that they are advised that tho 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 on you to be complied with, and for that purpose the
names of the candidates will be forwarded to you accord-
ing to the provisons of the deed.
If my view of your letter should be correct, I shall be
happy to mention the matter again to the committee, on
hearing 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,
Thos. B. FlEntmo.

To W. ELLIS, Esq.

The directors acknowledged this latter as follows :-
14th Sept., 1857.

De r Sir,—Your letter of the 12th instant is 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, Secy.

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
Fleming,convened by
for adthveertplusrepmoesne
of t, was
held at the office of Mr. Fleming, for the purpose of re-
re-
ceiving a report and proposal from the committee of oshare-
holders. At that meeting it was found that the committee
held
e erdt eamt bt e r
he , a
office meeting,
of
of shareholders consisted of 7 persons, holding among them 55
shares, and the meeting dissolved without result, show-
ing the directors that it was hopeless to look for advice or
assistance from the so-called committee of shareholders.
The directors having already, at two separate general
meetings, discussed the formation of the company— the
price given for the gardens and the leases—the mode of
payment (entirely in shares)—the duration of the leases
and the covenants contained in them—have nothing more
to state on these points. Their conduct has been formally
approved by a general meeting ; and at a large meeting
called by Mr. W. A. Coombe, held on the 30th April last,
no person could be found to second a vote of disapproval of
any act of the directors. The deed of settlement, which
every shareholder entitled to vote in the affairs of the com-
pany has signed, contains the fullest recitals on all these
matters, and concealment of the truth was neither sought,
nor was in possible. For more than 12 months the ques-
tion of renewal of one of the leases has been in agitation—
the consideration to be given, being the main subject
of discussion, the gentleman who, being a shareholder of one
share, acts as solicitor for a committee of shareholders, and
also as a solicitor for the landlords of one moiety, demand-
ing a surrender of the present lease of eleven years, and an
immediate increase of rental to a very considerable
amount. The direct will submit to the shareholders
whether they who studiously seek to depreciate the value
of their property,. asserting at one time that the lease is
valueless, and asking at another a large premium for its
renewal, can be friends of the company, and whether the
motives avowed are the real ones.
The directors have been charged with having expended
an improvident sum upon the buildings of the hall and re-
freshment rooms. The amount is large, but it has been
actually incurred in the belief that the outlay would be re-
munerative. What lia! been done could not have been effected
eepauy'
has been praised by the ma-
at less cost,the authorised capital has not been exceeded, and
the directors appeal to the shareholders whether fault
should be imputed to them for carrying out the original
The mode in which the
ggp gardens
hoiaflteehnbe intent
ceoonfy r thets conducted company,
for the district in which they are
situate, and the directors have kept up the character of the
ga-dens in every way.
The directors have been charged with raising money upon
bills of exchange. This charge was only made to prejudice
them with the shareholders, and the parties making it
knew that it was untrue. No money has been raised upon
bills. When persons to whom money was justly owing
from the company wished to have an acceptance for the
amount due, the secretary, by order of the board, has given
su bankersof the company, and
on account ch
acceptance, payable at the
of the company. Such acceptances were mere
acknowledgments of debts, actually due, and could not be
i
used by the directors n any way to raise money.
Having alluded to the past, the directors would now pro-