The Sun.
London, England, 1845-12-10 00:00:00

THE SUN, LONDON WEDNESDAY MORNJNG DECEMBER 10, 1645.

'''"AboN AND BRLGHTON RAIL-
sn. • WAY COMPANY.
laedess2 mai general meeting of the Directors and
tarShare-
lof the above Company was held yesterday at the
eeolitiu__s London-bridge station, " for the purpose of
bestes7lg and determinieg upon certain matters con-
ef this the resolutions passed at the special meeting
hat, • Company, holden ;on the 6th day of November
eoni.sain relation to the amalgamation of the Croydon
if hoje°3' with this Company; and also for the purpose,
tiono ssarY, of altering or rescinding the before men-
reeetinresolutions, and patsing such resolutions as the
A g may deem proper."
It'; co may
number of shareholders attended, as it
Lorid_Xpected that the charges brought against the
the sr and Brighton Company at the last me, tints of
'iwit;'reYd°n Company would be denied or explained
*eel; Among the gentlemen in the body of the room
lativ,'erved Mr. Wilkinson, chairman of the latter Com-
!lid several of its Directors.
13 • wiand
Ninon r, Hill, Esq., chairman of the London and
it ha `doma, presided.
had adveruysemeny nt calling the meeting having ben
n
the b said—Gentlemen, I shall commence
3'0111.1'14"s of this meeting by, in the first place, asking
Mal
• that for
gence for myself. The truth is,
hetlfh,rable time back I have been in a bad state of
Le.io and. yesterday it was doubtful whether I could
tklitte Position to attend this meeting to-day. Enter-
giphilZ at doubt, and feeling that it was my duty to
410001 m far as I could the circumstances in which the
dent of were placed, I drew up a written state-
thet the facts of the case. What I ask is,
14,114641 V be permitted to read this statement,
ki
ni%t ee•
ligh. quite well enough to take my place here,
s
Pt th be a great relief to me to be allowed to
lertisethat eour,
„„ se•—(llear, hear.) Gentlemen, the ad-
Yon have just heard read, and the circular
tly eas been forwarded to each Proprietor, will suffi-
a4ttlin time, the reason for your being called together
bkettie but since those documents have been issued,
g had been
R 6.74043 assembled by the Croydon Board.
the 6tvert in the circular, your directors did not
kl,lihtY tewatta meeting, they acknowledged no responsi-
q. TI: an assembly so constituted and so con-
g, is r`LY were responsible only to yourselves, and
gent froesPonsibility. I can assure you that is never
anketae their minds—(Hear, hear)—and which they
e:„llreseetliedge. I am, therefore, anxious that, under
ninedonumstances, the whole facts shall be fully
t,'" trtl:lld that the reality of the .meet shall appear
atttrnuth" ,eolours to the present ng. The
4.7keet. then proceeded to read the following
fitag fore;-che meeting for Tuesday last, as we all
eel it, 4w, arrived at no practical result. It was, as
JeetB were concerned, an utter failure, its only
Clint et to still further increase the difficulties of
t the
amalgamation between the two Com-
Whi oe hear.) It casts upon us, however, the
ehwe of rebutting the unjustifiable insinuations to
41,N1 lematein mere wantonness been exposed—(Hear)
the pint elitnnot but think that a little more charity on
sq- alight °l'r neighbours; a little more forbearance ;
4ht to est exercise of that conscientiousness which all
irette, iehlittee who make pretensions to judge others in
trl6.°N: which their own feelings and interests are
ig ssWmad probably prevent their misunder-
h..ethent-' Misrepresenting the conduct and notions
UN ; Would lead them to pay that just
lion; the hi Ito Med . high position of those gentlemen who are
a 214 Way with all present angry feelings, and the
140!4ssei °r Prosecuting the disagreeable task which has
1,211)(m me.—(Hear, hear.) Gentlemen, this
44effieiiarly pn;
esnful to me because the nature of
threw '
)Paayr 8 the duties and responsibilities of the
V'tb. I
the he
Mainly upon myself, and as for many
am the h •
log ehappiness of considering the Chairman
Ito esteem s'°3lon Company my most attached
4ttees fliend, not because of circumstances in any
kr4 &Led to this Company, but because in another field
.0
ktb tioh
of Yantage of his assistance—l mean in the re-
-0144, geetithe Post-office, I was then placed under obligations
'teed "lima, which no provocation whatever in any case
Soy Pe to disregard • but I never for one moment can
Sksgoo4reculty dr'awing a line of demarcation
atesaat th. and. private duty on the present occasion. I
hotter i, will be better done by giving the narrative of
e.pt orn,!flitch led toe the last meeting, than by any at-
tlitett:".°e to follow Mr. Wilkinson throughout his whole
fee, This will put you in possession of the facts of
and correct some misrepresentations, quite
(141 eh am sure, in the statement of the
day °4l
„Trolan. It will, at the same time, do
404 tilt. ."'Y controversy which might arise from that
eie of Gentlemen, the statement may occupy some por-
Pts?ritivroltinie, but, considering the magnitude of the
'NW bo;ed, the attack upon tee character of your Di-
hy us whom you have placed a great trust and
tha '404/o.` am sure that you will not consider as waste
Ist4,tgas. "„sof time necessary to the full statement of
ga`toet 7,,e intend in this narrative, however, to
ktel'ti we
Principal reasons which, I believe,
tate hap e Croydon Board.—(llear, hear.) It unfortu-
,t %Jeer's that there are two distinct interests to re-
aok%tereatsiroydon Board. They have not only the Croy-
%theta to attend to, but attention was also demanded
%te. you a 4 the directors of the Direct Portsmouth line.
kuirknio • still find that the Chairman of the Croydon
iNtens of ;tie Chairman of the Portsmouth Company, the
et."!otess,`"e one Company are the Directors of the other;
\( tike, the solicitor, and the engineer of the one Com-
tgt, , he manner, hold corresponding offices in the other.
eetos"ireetsar) This extraordinary position of the Croy-
notsltees "r„a and officers is the cause of all our
;mar's), their Directors had in this treaty with our
t`gt -(trtteti4ct dtouble . object in view. They had to keep
site°, os rro objects—the first the roper and legitimate
th, pue Croydon Company ands econdly, the promo-
ortsmouth Company. The first object was per-
amlate on the part of the Proprietors of the Croydon
goSeatilLtiought to form the basis of their amalgamation.
Ns% °S the men are then in a fallaciousposition. They come
R@e and r°3'alon Directors, but with the feelings and mos
tf gis Neess
ILdaveste 41 of the Portsmouth Directors.. Their hands
10 se!? hands of Esau, but the voice was the voice
ceiiglies-",sis.'-ueers and " He;
.hear," intermingled with
Ns °, ") That which is the real source of all
lotl)tt 'lessnr (I°es not admit of doubt, and these objects are
Ist e?tplained in Mr. Wilkinson's address, and t its
'ltott,a bio_efore, because, in the conference witia the
e
trit teeth
U.troeres, we were asked to . admit
tors to an amalgamation, and it
I)4:Ro:titled that if we did not, the Portsmouth Corn-
liSi,tsthistePi'lY for an independent access to London. In
41„_tit pement I have somewhat forestalled the nar-
hs thg, es SO, lest in t'le after part of it it might not
• °
tssr those present. What I have stated
ttN7rative will call for the production of
Oh° Boni dance which has taken place between
11:414itin Panics. Those gentlemen amongst you who
'hate Present at the previous meeting will doubtless
)'thast°.,Many repetitions of them, but it is absolutely
l't's'l'sit,•-"" the correspondence be read, to put into its
'ttto44 al,tit, the facts of the case.
Ott tae 8 t
thought that as the correspondence had been
k• ilea Previous meetines, and published in many of the
latti. ilrs, the repetition of it might be spared to the
te,',reee,Pere was any portion of it new, he, and he was
tot `nil "ng, would have no objection to give their pa-
iatAllM to it.
t!.m tlitsislg--I would ask the meeting to allow me to
,"tooher e way best calculated to bring the facts before
rs,e are letters which have not appeared in the
Iktliot which throw a great light on the corre-
oigteertie letters as they have appeared are not also
iiett correspondence, and are very different
4tklet w which they were read -namely th former occasion.
lot4o4ha s'ltteesshave adopted is this, that in which
-`ed at and departed from our own office. Such
"gsektio°ertder on which you can found a fair conclusion as
s'llgo 11 your own Directors.—(Hear, hear.) And
tgise'ce wti.ier an explanation on some parts of cor-
Nletgeletoccep. 1..°,!1 has been read, but I think this course
tors ,s4ue shortest time.
t", Leh had passed between T. J. Buckton, Esq.,
O,: tootle London and Brighton Railway Company,
rh,t, fan ens' Esq., Secretary of the London and Croy-
Y,geWith respect to the amalgamation of the Com-
ill,`4;• 111oeeenietil have already appeared before the public
gist Pea, were then read.
Ito, 1, tr-.-On last sitting down I was informed. by
potio• t at in reading my statement I made a.serious
S4l oft!! ~ ells me that in speaking of certain nitsrepr-
laith:tiel;:ed the words " it was quite intentional,
Koaii gosiZentional," ar,d I th,refore take the first oppor-
+cot gtette-lt,hig the error. Gentlemen, it is necessary that
45,,t0 totti that your Board, with reference to the pro-
(Z),Ygto Ifaroation, was perfectly unanimous. The letter
Vita liehtt adopted by the Board with perfect una-
yet2 erth,e'l nioaifications proposed by the Croydon
tit ,Irst;ofthl !lder consideration, then unquestionably a
aetr'!?toti arose among the members of our Board.
110 ,b,,,,:inanimously of opinion that time proposition
tiLiSsti are '`Le,d. The proposal was adopted by a majority
kotltsio'sk two gentlemen (I was one) dissenting from
titst\s'llt? 1,°,1%-, you will naturally ask why I make such,
go, 1 'Leta s 'Lae reason is, that Mr. Wilkinson, in his state-
ti4l/4.gie,rioecessarily, I think—made known the fact
gtleorssented from this proposal.—(Hear, hear.)
kNebeseseetl, I may ask you to draw the clis-
goskee're so en the unanimity of the Board in its
tie
Pacity and its unanimity when it has acquired
tess gret•enaracter. When the Board has assembled in
N'oeoti, e character, is it to be wondered at that out
Vuelea there should not be some difference of
h„ Los° far from that fact being discreditable to
PZeeg prard, I think, ought to take credit for
1114 d• by this independence of opinion
tlysoal (1144 following a leader—that we are not acting
t'etsithettixt-, but that when we once decided that the
„4,1 oe made to the Croydon Board, the Board of
Wriesseutis "Griahton alters its character; we then be-
+l4'Nf to aet°, and it is the duty of those wha are in the
atogsehto tho With the majority.—(Cries of " Hear, hear.")
t this With
gentlemen who have in remembrance how
tto 4 4pkr-o matter before them, whether it was not done
erst't cordiality on my part.—(Hear, hear.) I
Vs, t.roaesgetiler any gentleman suspected that the pro-
te`go €.4:t114"t forward was not approved of by myself, and
14k 4;11014°4d' that, in consequence of the proposal made
t •
t4,l' Wald mupany, an agreement was drawn up IT-
' 'mon and myself, which the Secretary will
teritstoti:ekro„
teestelsreees;jead an agreement to the effect that the
titeleCPattie-"ended to the respective Proprietors of the
I%ttl.llieittle : that the 50/. shares of the Brighton Corn-
:4l4'rbek art nialc a' 501 and that the Croydon shares of 201.
11,1,444 e the irktilOs., and the other shares which might be
ks 4 seL oethree members from each side.
, s coreol`,lor also read certain minutes emanating from
kosse.heetyt'tee, which were ultimately not confirmed.
kti11144,2 the9aent said these minutes were not read by the
eroYdon Company, and for this reason, that
telt, so sseseonfirmation had been made of them, but
pet?Nl he te a sufficient reason why they shculd be
j"st the g' , They showed what were the in-
q the n Milmittee with respect to those arrange-
titti'rge for rst Place, i'. would be observed that they had
ttt e„ this .
4"(1111 'tete • Ponst, that in all questions . of
as4ktto Parties , into between the two Cempanies
1a1,,t1 t er eon; It would be necessary to notify the same to
kait;gif:whetiit'litY. At our second meeting the question
itio4l'etee,4. the e rs the minutes were correctly recorded, and a
I,eJt thzt et. (m
the tohreniat ion of the minutes was opposed by the
questio Croydon Board. . There was no
t n might be justly raised as to whether
toe, yse correct in every word, but to their
alst `alt corers
I that may
safely pledge myself ;
Sts 4s it
was not right to insist on this ar-
kik tit the !.tbsola e and ilual. wigs our
late 4,1,.e views of the Croydon Company, and in
We arrangement or modification of the
Viewed •
it as embodying a regula.

tion to put the question of the two Companies at rest.
At the same time these minutes were not confirmed, and
might not be con-idered binding on the Croydon Board.
Finding, however, that we did not proceed satisfactorily,
the second meeting of the committee was wholly occupied
in the discussion of the question of the confirmation of the
minutes. Many things that had been stated by me to
the Chairman of the Croydon Board have afterwards
formed the subject of a public statement by him. All state-
ments made at the Board by one gentleman to another have
always been considered confidential. I have, however, no
reason to regret those statements being made, as I dare say
it was not done with any bad feeling. I said to Mr. Wilkin-
son that my state of health would not permit me to continue
working to further the amalgamation, and that it would be
necessary that some other gentleman should take my place,
and I would therefore propose to my Board to remove me
from the duty, and appoint another in my stead. Mr. Wil.
kinson has stated the tact, and I certainly think that there
was nothing to be ashamed of in it.—(Hear, hear.) It might
have appeared to them that I did not wish to bring this
amalgamation to a close, but such was not the case.
I accordingly made an application to my Board,
who were of opinion that a member of their body
could be ill spared in such .an important crisis, and that
therefore they would continue me in office. I think that it
is very much to be regretted that so large a portion of the
statements made by the Croydon Company should consist in
reports of conversation. I could not undertake to report a
conversation that had taken place five or six weeks since
with any accuracy. I can only say that when I have to re-
port a conversation I will give the facts as accurately as
possible, and unless it is necessary, I will not refer to any
conversation whatever. By some minutes of Saturday, the
Ist of Nov., it was agreed that the amalgamation should take
place, and that the consideration of the Wandsworth branch
should be referred to separate committees, who would report
separately on it • that each Board should exercise its func-
tions as usual, and that all matters concerning both the Com-
panies should be referred to the two Boards jointly. Mr.
Wilkinson proposed there should be an amalgamation of the
two lines from January, 1846, and the consideration of that
proposition was also to be referred to a committee consisting
of six members of each Board. We have been accused of
wishing to have a greater number to represent our
Board on the joint committee than the Croydon Board.
You will see, by our requisition, that the Directors
of both Companies were to consist of equal numbers, and
that they should decide on the Wandsworth branch, which,
in my opinion, is the only difficulty between the Companies.
It is easily seen that the agreement between the Brighton
and South-Western Companies would not permit of any
amalgamation between the Brighton and the Croydon,
who proposed to carry out the Portsmouth branch. The
committees were each to report to their separate Boards.
The amalgamation proposed by Mr. Wilkinson was voted
against by Messrs. Hill and Watson. If you refer
to the copy of the minutes which were referred to
by Mr. Wilkinson, you will find that this
circumstance was omitted. Y I do not say that the omission
is made intentionally by the Croydon Company, as it might
have arisen from many circumstances. The gentlemen who
voted for Mr. Wilkinson's amendment were front the Croydon
Board, as the three gentlemen from the Brighton Board voted
against it. It appears a little hard to me, considering
the readiness with which the Croydon members obtained the
first proposition, that the Brighton Board should be held
bound by an arrangement in the making of which
their delegates were not considered. It is con-
sidered that as the • majority of the gentlemen
present were in favour of the arrangement that it is to
be binding, but I will show why we should entertain a con-
trary opinion. A good deal rests on the fact. of our secretary
having written a letter inclosing a copy of the minutes, and
it is necessary that that letter should be read. You will ob-
serve that it is written on the same day as the meeting of
the committee, viz., the Ist of November. That letter
inclosed a copy of the minutes of the committee
of amalgamation, and requested an early appoint-
ment of the six members of the Croydon Board
to act with the members of our hoard until
the Act of Amalgamation should be obtained. An advantage
is here taken of a very simple error which our secretary had
committed in the hurry of business, and in consequence of
that error they make a demand that we shall consider our-
selves bound by that letter. Before the committee broke
up it was agreed that the two Boards should meet on the
sth of Nov. following, as it was necessary that a com-
munication between the two Boards should take place.
The meeting on the sth did take place, and the deci-
sion to which our Board came will appear by the letter which
the secretary would read, and which would inform them that
the Brighton Board had come to the conclusion that the
proceedings of, the Croydon Board were illegal, and that
the Brighton Board would submit some other proposi-
tions to them, and that if they found anything to object
to in them, the Brighton Board would re-consider them.
The propositions as then made would not be read, as they
were printed for the use of the Shareholders. Before reading
the letter which required the attendance of the six gentlemen
of the Croydon Board, he would remark that the letter was
not the act of the Brighton Board, it was written under the
direction of the joint committee. It was signed by the secre-
tary in his usual manner. Mr. Wilkinson relies very
much on the fact that the Croydon committee had
broken up at the time the letter was written, and
as this is what they would have done if they had
not found the members of the Croydon com-
mittee, I conclude, from that circumstance, that there was
some misunderstanding between the two Boards, as it was
understood that each Board should sit until it received some
communication from the other Board, and, notwithstanding
that agreement, the Croydon Board broke up without re-
ceiving any communication from the Brighton. The next
letter is one from the Croydon Board, telling the names of
the gentlemen appointed to sit on the joint committee, and
requesting that an early appointment of the Brighton dele-
gates should take place. That letter was received on the same
day that our letter was written. Mr. Wilkinson said that it
was written before the meeting of the Croydon committee,
and there does not appear to be any reason to doubt that
assertion. We cannot, however, attempt to judge, as we do
not possess the faculty of clairvoyance. That letter also
declined the proposition offered by the Brighton Company,
and offered to receive any other terms that could be proposed.
After that letter nothing was done until the two Boards met
on the 17th, and I will not notice much of the proceedings
that took place, as I am sorry to say that many angry
expressions were used on both sides. The gentlemen of the
Croydon Company began by taking the South-Western
agreement, which agreement I will not enter into now, as
Mr. Parsons, who follows me, will speak on it in a more able
manner. The Croydon gentlemen threatened to go to our
constituents to annul that agreement, and afterwards asked
for a copy of it. I told them that it was not in my power to
give them a copy, but I would submit their request to the
Board. I then proposed that the agreement should be re-
ferred to the joint committee for consideration, but this
they also declined. I then said that I did not think
that any arrangement they could make would necessarily
clash with their interests. I said that I hoped that the
Brighton Company, the Croydon Company, the South-
Western Company, and the Portsmouth Company, would all
be parties to an agreement that would be advan-
tageous to them all.—(Hear, hear.) I believe that such
an arrangement can be effected—(Cries of " Hear, hear")—
and that arrangement, I may say, has made con-
siderable progress during the consideration of the
question of amalgamation. The Croydon people are
not, as yet, parties to our agreement with the
South-Western Company, but they insisted on an
amalgamation between the Croydon, Brighton, and Ports-
mouth Companies, as the only terms they would accept.—
(A Voice, "No such thing.") I will ask Mr. Wilkin-
son not to interrupt me. I do not make the as-
sertion unadvisedly, and I will appeal to the gen-
tlemen present whether my statement is not correct.
A counter resolution was made on the part of the Croydon
Company, which it was unnecessary to read, as it would be
found in the right column of the paper. [The document
referred to was a printed paper, which was distributed through
the room, containing the terms of both Companies for effect-
ing the amalgamation ; and the paragraph alluded to the
management of the affairs of the two Companies pending the
amalgamation, which has already been laid before the public.]
The case really rested upon a comparison of these two pro-
positions, and if you will compare these you will find that on
our part they are quite reasonable ; and if any objection
could he offered it should be on our side. We have to urge that
the propositions on the other side are impracticable, and, con-
sequently, could not be carried into effect. There was no diffe-
rence as to the appointment of the number of directors to
constitute a joint committee, which we proposed to be ten, and
the Croydon Company twelve, of which we suggested that
five should be nominated by each Board, while the
Croydon Company contended that there . should
be six.—(Hear, hear.) This was an immaterial point.
But in the third paragraph of the paper (the document al-
ready mentioned) there was a substantial difference. Now, it
must be evident to you that we have claimed no advantage
over the Croydon Company in consequence of our larger
capital. But the Croydon Company bad made an addition
to that position, namely, that no greater number of votes
should be tendered on either side than the members present
on the other side. Now, how was it to be determined which
of the gentlemen should retire from his post ? We must take,
first, the vote as to which should be excluded, should
there be an excess of the representatives of one of the Com-
panies. It does not provide that no greater number of one
should be present, but merely that no greater number of
votes should be present. Now this is impracticable. To
the fourth paragraph there was no objection, it being the
same on both sides ; but to the fifth—namely, as to the
jurisdiction of that committee, there was a most important
difference on our side. [The proposition referred to by the
Chairman was to this effect, that all matters relating to
new projects or engagements, or the raising of new capital,
be left to the said committee for consideration; and
the alteration proposed was, that all other matters
except those should be left to the committee, with-
out reference to the Board for confirmation.] Now, we wish
to have the decision of this committee submitted to the
Board, which would be composed of equal numbers of both
Companies. We do also require that in any resolutions that
may be adopted by the proposed committee, we shall
have some little voice.—(Hear, hear.) Without this
how could could your Directors carry on the business
of the Company, or delegate the transacting
the whole of the affairs of the Company? There would be no
difficulty in delegating power to Directors on the part of the
Croydon Board, but such is not the case with us. The
vacancies that might occur on their Board could be filled up
by them without delay, while it would be necessary for us to
call a general meeting, by the votes of which alone this appoint-
ment of our representatives could be effected, for we have no
legal power to act otherwise. The sixth proposition (to the
effect that the Boards be limited on the passing of the Act
for amalgamating the two Companies, and that the united
Board be gradually reduced, by resignation or other-
wise, to ten in number) had been objected to by
the Croydon Company. He would not dwell on
this. The last objection that had been made was
respecting the branches—namely, to Bognor, Littlehamp-
ton, Steyning, Newhaven, Eastbourne, Hailsham, East
Grinstead, and Dorking, to Reigate. They would find that
Wandsworth was not included in this. The Croydon Com-
pany had no interest in any of these lines, except that
from Dorking to Reigate ; therefore we had no wish to
give them a voice in these matters. Upon these
your Company felt themselves bound to differ. [The Chair-
man here din cted the Secretary to read the correspondence
that had taken place on these as well as the other matters
mentioned in his speech, which have already been
given in extenso in our report of the meeting of the Croydon
Company on Tuesday last.] With respect to the Great
Kent Atmospheric Railway, there was one thing which was
entitled to notice, that was the condition that was made,
to the effect that, if the undertaking did not succeed,
that no snore than ten shillings a share should be demanded
front the Shareholders. We have no hesitation in laying
before you the agreement between the Croydon Company
and the Portsmouth Company. It does not appear to
be perfect, for it does not appear to have the consent of the
Portsmouth Company, for if it had been otherwise, how
could that Company seek for an independent access to
London ? Now, the fact is, as it would seem, that the Ports-
mouth Company merely wanted to use the Croydon line until
they could better themselves.
The SECRETARY here read, according to the direct ion of the
Chairman, the various letters that passed between the secre-
taries of the two Companies with 'C to this point, end
also as regarded the suggestion of Mr. Burchill to open the
weement between the London and Brighton and South-
Western Companies,.

The CHAIRMAN resumed—At the very time when Mu
BIL-chill was waiting for an interview with their Board, who
had actually prepared a letter to effect the amalgamation.
In the statement that bad been made by the Chairman of the
Croydon Company, that letter had been put earlier in the
series, but they had assigned it its proper place.
Mr. WILKINSON wished to know whether that was the last
letter? _ _

The CHAIRMAN said that it was.
Mr. WILKINsoN—Then we have never seen

The CHAIRMAN—No, you have not ; it is the previous one.
The SECRETARY then read a letter of the 24th November,
stating that the Brighton Board could not concur in calling
the proposed meeting, deprecating the system of threatening
and dictation adopted by the Croydon Board, and regretting
that the spirit displayed by the two Boards was not reci-
procal. The answer of the Croydon Board to that letter
was also read, denying, on their part, the use
of throws or dictation, but stating the determination of the
Croydon Board to call the Proprietors of both Companies
together, at the same time expressing their desire to keep
up that friendly feeling that had hitherto existed between
the two Companies. Several other letters were also read,
after which,
The CHAIRMAN stated that he believed that that com-
pleted the series of the correspondence that had taken place.
The Proprietors would perceive that in what they had now
concluded the Directors and himself had passed over many
matters of irritation—(Hear, hear)—and he trusted that if
ever the Proprietors entertained any doubt whatever as to the
good faith of their Directors, those doubts had been
removed.—(Hear.) He thought also that the Proprietors
would see that their Directors had pursued a most concilia-
tory spirit, and that in their anxiety to give effect to their
wishes expressed at the last meeting, they had carried con-
cession as far as they could consistently with a due
regard to the interests of those parties whom they
represented.—(Hear, hear.) He (the Chairman) thought
that he had shown that there was no foundaton whatever for
the allegations that had been made, that the Board of Di-
rectors of the Brighton Company had refused to meet the
Directors of the Croydon Company in equal numbers—(Hear,
hear)—to disouss such questions as might arise before
the Act of Amalgamation had passed.—(Hear,- hear.)
Nay, they had the authority of Mr. Wilkinson
for saying that it was so. The Directors of the
Brighton Company did not object to the Croydon
Directors seeing their agreement with the South-Western
Company. All that they required was that they should not
make use of it to the detriment of the Brighton
Company or without their consent.—(Hear, hear.) As
regarded the policy to be pursued with respect to
the Portsmouth line, there could be no doubt that that
formed grave matter for consideration by the Brighton Pro-
prietors, but that constituted no part of the amalgamation—it
only comprehended questions beset with difficulties.—(Hear.)
It was for the Proprietors to say whether the course that had
been pursued by their Directors met with their approbation,
and received the sanction of their mature judgment, and in
order that the Proprietors present might come to an un-
biassed judgment, and act only upon what they heard that
day, the Directors had neither solicited or sought for a single
proxy.—(Hear, hear.) It was therefore open to the Proprie-
tors present to come to any decision that they thought
right. They might, if they pleased, declare that the
fair and equitable proposal on the part of the Brighton
Directors having been rejected by the Croydon Board, the
amalgamation was at- an end ; of that there could be no doubt.
—(Hear, hear.) It was clear that the resolution to amal-
gamate was subject to certain details, and if they
could not be acceded to, it was open to the
Proprietors of the Brighton line to declare all at; an end.—
(I-tear, hear.) The Directors, however, were unwilling that
their Proprietors should adopt that extreme course, because,
looking to the fair and reasonable views manifested by the
body of Croydon Proprietors at the meeting of Tuesday last,
they were of opinion that one more effort might be made to
settle the details of amalgamation ; and they advised the
Proprietors to adopt their proposal of the sth of November
last as their ultimatum. Anything short of that would leave
it doubtful whether the Proprietors approved of
the course adopted by their Directors or not.
He could assure the Proprietors that the labours and
responsibility placed upon the Board of Directors far
exceeded anything which they had anticipated when
they took office ; they had, however, the satisfaction
of knowing that their exertions bad been of advan-
tage to the Company, because they had been repeatedly
and cordially acknowledged by the Proprietors. The
full and explicit confidence of the Proprietors was all the
Directors looked to as their recompense and reward—(Hear,
hear)—and when they lost that, when the confidence of the
Proprietors in them was in the slightest degree impaired, it
was the bounden duty of the Directors to remove all obsta-
cles to the Proprietors having such a board as they may
think best calculated to secure their interests.—(Hear,-hear.)
In conclusion, the Directors and himself asked the Proprietors
to sink all matters of difference, and as they gave a hearty
vote in favour of amalgamation, so they would give an equal
hearty vote in favour of the motion he (the Chairman) had
now the honour to submit for the adoption of the meeting
" That this meeting adopt as their ultimatum the proposal
made by their Board to the Croydon Railway Company
on the sth day of November last, and that in
the event of its not being accepted, it will
become expedient to call another meeting of the Company,
with a view to rescind the proposal of amalgamation, passed
on the 6th of November last."—(Hear.)

General MOODY seconded the motion.
Mr. •WisirAw considered that it would be better, before
the discussion on the motion was proceeded with, that the
meeting should be put in possession of what the agreement
with the South-Western Company was. The Chairman had
stated that Mr. Parsons, one of the Directors, had some state-
ment to make on that subject.
Mr. PARSONS then proceeded at some length to detail the
motives that had induced the Directors of the Brighton
Company to enter into the agreement with the South-Western
Company, observing that that agreement would be beneficial
to the Brighton Proprietors, but whether it was good or bad,
having been entered into, it ought to be adhered to. The real
question for the consideration of the meeting was, not whether
there should be an amalgamation between the Brighton and
Croydon lines, but whether there should be an amalgamation
between that and the Portsmouth. lie, for one, wished to see
the amalgamation between the Brighton and Croydon lines
effected, but he could not consent to it if it was to be carried
out upon principles that would materially injure the former.—
(Hear, hear.) He was convinced that in all the Brighton
Board had done they had the public good and the
interests of theii Proprietors at heart.—(Hear, 'hear.)
The Brighton Directors might be alleged to have intended
to have made a monopoly of the traffic in this direction.
The whole matter of the agreement turns upon the Ports-
mouth Atmospheric Company. Mr. Parsons, as a Brighton
Director, was opposed to amalgamation with that Company.
It has been said that that Company is intended for the ser-
vice of the public, and the Brighton Company have op-
posed it. But the report of the Board of Trade
is just a running commentary on the agreement
between the Brighton and Great Western. The character of
the Portsmouth line is stated by the Board of Trade when
they say the cost is far beyond any proportion with the ex •
petted returns. Through fourteen miles of the line the gra-
dient is one in eighty, and for the next sixteen miles it is
one in 100. If amalgamation with it is to be entered into,
there will be an opposition line to the Brighton Company,
proposed between Guildford and Chichester, the two princi-
pal towns in that district. The consequence would be reta-
liation and disadvantage.
Mr. WILKINSON, Chairman of the Croydon Company, said
that he and the Croydon Company asked to see the agree-
ment spoken of and could not. He further begged to say
that they had never made an amalgamation with the Ports-
mouth Company a condition of amalgamation with the
Brighton Company. (Mr. Parsons—" He has said it would
be a consequence.") The fact is, and there is nothing
more, that the Croydon Directors are many of them Directors
of the Portsmouth Company, and what passed between them
and the Brighton Company at the Board was merely that
they intended, if the Bill for the Portsmouth Company were
carried, to amalgamate the Croydon line with it, and the
Brighton Company might join them if they wished.
There had been taunts thrown out because they
were Portsmouth Directors, but there was no necessity for
their having anything to do with the Portsmouth line un-
less they chose. Indeed he thought that the Portsmouth
line was the grand attraction to the Brighton Directors to
think of amalgamation with the Croydon line, that
thereby they might secure the traffic of the district.
He said that the meeting was abort to be pressed to an ulti-
matum on the amalgamation with the Croydon Company, but
he begged to remind them that that was not the method of
obtaining that amalgamation, which he could not but think
they deserved.
Mr. HARDBY said be was pushed, by all that had hap-
pened, to the conclusion that a little more
good spirit and patience would do much for a happy result.
He would be very reluctantly pressed to decide at the pre-
sent meeting to an ultimatum. A resolution of amalgams=
tion had already been passed. He wished much to consider
what were the means of continuing the negotiation
which was to be so abruptly terminated.—( Hear.)
The interests of the Brighton and the Croydon lines
he believed to be identical. Much he feared might
be attributed to the temper of the two Boards. An ultima-
tum at the present meeting would be treating the other
Company much worse than had been complained of. He
would suggest an adjournment of the present meeting
for a short time, and the previous adoption of a
resolution to the effect that the Company were
friendly to the consideration of an amalgamation,
should it be necessary. Should the Boards feel so, he would
suggest that a small committee of the Proprietary should be
called, to consist of three exclusive Proprietors of the Brighton
Company and three of the Croydon Company. He even felt
inclined, if the meeting were agreeable, to put his suggestions
into the form of a resolution.
Mr. GRANTHAM rose to say that the gauntlet of contention
had been thrown down by the Chairman of the other Com-
pany. He had brought forward a budget of faults, which he
laid to the account of the Brighton Directors. Mr. Grantham
said he had always been opposed to amalgamation with the
Portsmouth Company, and was now ten times more so. An
amalgamation with that Company was a necessary consequence
of amalgamation with the Croydon line. The atmospheric prin-
ciple is not yet sufficiently tested. The Brighton Company
would, therefore, be saddled with the expenses of the experi-
ments. He sat down with expressing his opposition to
lAN of the Croydon Company begged to deny
amalgamation. thiatAiontn;
that he had ever gone into the Brighton Board-room using
threats and intimidation.—(Great confusion.)
The CHAIRMAN of the Brighton Company would say, with
the Directors by him, that the distinct recollection on their
mind was, that Mr. Wilkinson had used threats.
Mr. TAYLOR said that an amalgamation with the Croydon
Company appeared at thelast meeting desirable. He had heard
nothing at the present meeting to make it less desirable now, and
it might yet appear to be for the advantage of the Com-
pany to amalgamate with the Direct Portsmouth Com-
pany. In setting about discussing the advantages of
amalgamation with the Portsmouth Company, he was inter-
rupted by the Chairman, who begged him to keep to the
question. It had been contended that the contract with the
South-Western entered into must bind them, were it advan-
tageous or not; but he would say, however strange it might
seem to oppose such a doctrine, that in a kind of property
which is continually changing hands the Proprietors could
not be bound by what was done by previous acts
of the Proprietary.—(HiAses.) None but legal bonds could
bind them.—(Hisses, which continued till he moved as an
amendment—" That the two Boards continue to consider
the proposal of the amalgamation.")
Mr. KERCHE seconded it. lie thought it would be a
reflection on the Croydon Company to pass the resolution'
proposed to them. He hoped they would still insist on an
amalgamation. He was amazed that the Croydon Directors
had not been allowed to read the contract between the
Brighton and the South-Western Companies without con-
dition. (The Chairman begged to say condition was neces-
sary to guard against mischief) He thought, then, there
was nothing between them—nothing to overcome.
Mr. LEVI begged the Directors would not press the resolu-
tion.

Mr. Be nnow had entire confidence in the Directors ; and
he believed the terms offered in the resolutions to the Croy-
don Directors were reasonable, but he hoped there was still a
middle position and course. Neutral persons called in
would not be able to effect much if the Directors failed. He
tlic.tight the Croydon Directors were anxious for an amalga-
mation. There might be a misunderstanding on the part of
bath of the Chairmen. He begged, therefore, to submit
whether it would not meet the Directorp *TM 0 adjourn

the meeting, and to continue the negotiation between the
two Companies. _ _ _

Mr. fiENDEasoN said there were substantial points of
difference between them, and therefore the Proprietors had
beea called together to say what they should do. One of
these points was amalgamation with the Portsmouth Com-
pany. This had not been made an express condition, but
he knew the effect of statements—support would begin and
amalgamation would ensue. Another point was that in re-
ference to the South-Western line; that point had not been
started previous to the threat of calling the meeting.
It had been a mere makeway. But the great point was
what control the Croydon Board would have over the affairs
of the Brighton line. Mr. 'Wilkinson first proposed that the
Croydon Board should have the whole control of the two
lines. He mentioned particularly Steyning. What, he
asked, had Mr. Wilkinson to do with that as a Croydon
proprietor? He (Mr. Henderson) thought the Wandsworth
line should be a sifle qu,d non. They had lost that already in
Parliament, but he expressed hopes of yet obtaining it. He
said, before sitting down, it had to be decided who were reason-
able, and what they were to do.
Mr. CASTLE &unit moved, as an amendment, " That the
Brighton Company do invite the Croydon Company to re-
consider the proposals made to them on the sth of _Novem-
ber last, with a view to amalgamation."
Mr. COT seconded it.

The CHAIRMAN being called on for his opinion on the amend-
ment, said, after the very extensive correspondence, he had no
hope of gaining anything unless they went to the Croydon
Company with something ultimate. But for the moderate
terms of the Croydon Board at their last meeting, he had no
hope but of meeting the Proprietors to ask them to rescind
the resolution giving them instruction to consider amalga-
mation, as they had been unable on any terms to effect it.
On account of that meeting, however, he hoped they had yet
one opportunity, and but one, of offering terms.
The last amendment moved was put by the Chairman to
the meeting. It fell to the ground without a vote.
That moved by Mr. Taylor was then put, when only 13
voted in favour of it.

The original motion was then carried by a very large ma-
jority.
The thanks of the meeting were then voted to the Chair-
man, and immediately after adjourned.

OCCASIONAL SKETCHES-HERE
AND THERE.
No. 111.

WEST POINT AND ITS MILITARY ACADEMY.

Some few months since, I passed a few days at that
charming part of the River Hudson, named West Point,
and whilst there frequently visited the Military Aca-
demy. During soy stay, one of the regular examina-
tions occurred, and now that President Polk seems in-
eliped to "cry havoc, and let slip his dogs of war," I
have considered that a sketch of the proceedings may
not be altogether uninteresting, especially to military
readers.

West Point itself is one of the most picturesque places
in the United States. It is situated on the west bank of
the Hudson River, about fifty miles north of New York;
but I must leave its beauties to be chronicled by other
tourists, and beg the reader at once to accompany me to
the Military Academy, which consists of two stone bar-
racks, one of three and the other of four stories in
height, occupied by 250 cadets (the number authorised
by law); an Academic Hall, a large three-story build-
ing, 275 feet ,in length by 75 feet in width, used for
military exercises in winter, and as a depository of the
chemical apparatus, models of fortification, artillery, and
as recita' icn and drawing-room% A two-story stone
building for a library and fir the depository of philoso-
phical apparatus, built in the Elizabethan style, 150 feet
by 60 feet, and surmounted by three towers, the centre
one crowned by a dome which revolves on its axis, adapt-
ing it to the u.e of a large equatorial telescope. There
are also a chapel, a hospital, a mess hall, two cavalry
stables, several workshops and store-rooms, and seven-
teen separate dwellings, occupied by officers of the insti-
tution. In addition to the above, there is located in the
neighbourhood a magazine, a laboratory, soldiers' bar-
racks, a store, and about twenty-five dwelling-houses,
occupied by families connected with the military school,
the whole of the population of West Point being about
900 souls. It was here that Arnold turned traitor, and
not far from West Point that poor Andre was captured.
So much for the place generally.
Accompanied by a gentleman who had letters of intro-
duction to Major-General Scott and Mr. Marcy, I pro-
ceeded one day in last June to the Academy, when every
facility was extended, and every attention shown by the
Professors and officers of the Institution. The whole
system of instruction and discipline was unfolded, and
nothing was left undone on the part of those gentlemen
in communicating ample and particular information re-
specting the interior regime of the place. The Secre-
tary-of-War and Board of Examiners reached the post
on the 4th of June, and were received and escorted
from the steam-boat landing to the hotel by a body of
cavalry and infaAiy, composed of cadets. The proces-
sion was enlivened by the presence of some of the pretty

little girls of New York, who bad most of them brothers
or lovers in the Academy, and who rode in a carriage
with the Secretary, between the horse and foot, the band
of the Point bringing up the rear. The Board consisted
of officers of the army, specially detained for the duty,
Congress having made no appropriation for a board of
non-professional examiners, as desired by some parties.
Some militia officers from New York, and a few
civilians, were present, but they seemed to be merely
pleasure -seelters, and took but little interest in the pro-
ceedings. When I entered the examination-room, the
first section of the second class was before the Board.
In front of the examiners were placed several black
boards, at each of which stood a cadet, employed upon a
solution of a question in the theory of natural philo-
sophy. The examination in this department was con-
ducted by Professor Bartlett, aided by Assistant-Pro-
fessors Lieutenants Roberts, Rosecrans, and Deshon.
The text-books from which the questions were selected
were Bucharlat's " Treatise on Mechanics," Davis's
" Electricity and Magnetism," Bartlett's " Optics," and
Gummere's " Astronomy." From these the most diffi-
cult and interesting points were taken, and were dis-
cussed, it seemed to me, satisfactorily. While the cadets
at the black boards were employed upon their solutions,
the rest of the section were called up, one by one, and
examined orally, and this was continued until each
member of the section had both been at the Board and
written out a demonstration, and had been questioned,
ana had replied orally.
I observed, that if a cadet failed in his answer, he in-
variably received three or four questions in addition to
the one first given him, so that, if his failure were acci-
dental, he had an opportunity to recover himself, and if
it were the consequence of ignorance, he had the means
of proving it. This seemed to be even justice.
I should observe that no books were used at the exa-
mination, either by the Professors or the cadets. This,
I was told, was the practice both on these examinations
and on those of the ordinary recitations. These latter
exercises, by the way, were all going on at the different
recitation-rooms by all the sections, excepting that im-
mediately before the Examining Board, the customary
exercises not being suspended on account of the exami-
nation. After each scholar in a section had been
examined, the superintendent announced to the pre-
siding officer that the Professors had done with it. The
latter officer then desired that, any gentleman present
should propose such questions as he pleased to the sec-
tion. This was sometimes complied with, frequently
enough to show the absence of all collusion between
teachers and pupils. I recollect several instances of
severe questioning on the part of gentlemen not mem-
bers of the Examining Board, which were met with the
utmost promptitude and correctness. In the instance of
the examination of the class in ethics, the syllabus of
the course was placed in my friend's hands by Lieutenant
Scummon, the Assistant-Professor in that department,
with a request that he would indicate the course that
should be pursued, and the questions that should be
asked. He did so, and, with one exception, they were
announced. That exception was as follows :—ln the
course of the examination on moral philosophy, Dr.
Wainwright's excellent " Treatise" was the text-book,
and one of the questions Mr. wished to ask was the
following :—" How does Dr. Wayland discuss the sub-
ject of war ; and to what conclusion does he come ? "
The examining Professor excused himself pleasantly
from giving out the question, by explaining that that
portion of the Doctor's work which relates to the subject
of war was always passed over, and that nothing was
taken up in that connexion excepting what is found in
Kent's " Commentaries." Dr. Wayland, I may say, is
decidedly opposed to war, and perhaps it was considered
that his anti-fighting principles was rather too mild a
diet to be administered to these sucking sod'gers.
The cadets, generally, displayed considerable know-
lege, and some of them exhibited great proficiency. The
plan above mentioned was pursued throughout all those
parts of the examination which I witnessed during my
six days' stay at the Point. In the afternoon of each
day there was a display of military tactics in the field,
consisting of exercises with a harnessed battery of six
field-pieces, with howitzers, barbet guns, and mortars ;
and exercises of a battalion as infantry and light in-
fantry. To a military eye, doubtless, the display must
have been more interesting than to mine ; but, so far as
I could judge, the movements were all executed with
precision, accuracy, and readiness, and displayed the
skill of their instructors, as well as their own proficiency.
The staff and company officers were selected from the
first (the graduating) class, and the non-commissioned
officers from the second class. This drill is one of the
most interesting portions of the performances of the
cadets, for it always draws out the company at the Point,
amongst whom the " upper ten thousand," as the "nobs,"
of New York style themselves, figure conspicuously. Of
course, in such fascinating company, the cadets take care
to be especially particular, and look amazingly fierce
and warlike ; and, no doubt if the British Commander-
in-Chief could have a glance at these doughty young
gentlemen at trainin' time, he would abandon all idea of
resisting President Polk's claim to Oregon ; but, as he
cannot be spared just now to go to West Point, we must
be content to let matters take their course.
There were occasional exercises in the riding-school,
but the style of American riding is so different to that of
the English, that, I must say, I was rather amused.
Riding and driving in America is just the reverse to
what it is in England, that is, with us, in riding, a man
bends slightly forward, and accommodates his movements
to those of the horse, and in driving he sets rather at a
backward angle than upright. In America, an equestrian
sets as stiff as a poker, with his toes projected forward
nearly under the horse's nose, and his head so far back-
ward that a plummet-lead dropped from the back of his
head would fall on the horse's tail. Measured by this
rule of riding, the horsemanship at West Point was ex-
cellent, and the leaping at fancied British forts, in the
shape of bars, and the dashing and cutting at the
heads of imaginary unfortunate and devoted English
soldiers, was ,of a tremendous and fearfully exciting

nature.
All the exercises at West Point, intellectual and phy.
sical, are carried out to the most thorough extent, and
well adapted to the production of good military scholar-
ship, and robust bodily vigour—of the " mens sana in
corpore sano." I saw no weakly students, and no very
bad scholars. Indeed, from the system of instruction
pursued at the Point, there cannot well be either. They
must come up to a certain standard, or be rejected. The
Government pays for the tuition of the cadet, and pays
him, too. In a certain light he is a privileged office-
holder. The country does everything for him, and has a
right to expect everything of him.
It would be quite out of place here for me to enter at
length into details of the course of study and exercise;
and, further, it would be by no means generally interest-
ing. They are briefly comprehended under the following
heads ; when I state that in each department all that can
be done is most thoroughly done, those who know what
ought to be done, will, I think, readily understand what
is done:-
1. Infantry Tactics and Military Police.
2. Mathematics, comprising Algebra, Geometry, Trigono-
metry, Mensuration, Descriptive and Analytical Geometry,
1 Fluxions, &c.
3. The French Language.
4.
5. Natural and Experimental Philosophy, comprising Statics,
Dynamics, Hydrostatics, Hydrodynamics, Magnetism,
Electro-Magnetism, Light, and Astronomy.
6. Chemistry and Mineralogy.
7. Artillery 'Tactics, the Science of Gunnery, and duties of a
Military Laboratory.
8. Engineering, and Field and Permanent Fortification, and
Science of War.
9. History, Geography, Ethics, &c.
Dr. Lardner, who was present at one of these exami-
nations, declared that he thought the pupils must have
been "crammed" for the occasion. I mentioned this to
one of the gentlemen present. " Ah," said he, " I do
not doubt the correctness of the remark. They were
and are crammed for that and for all occasions, and the
cramming is just of that sort which I should be glad to
see in all our educational institutions—a cramming car-
ried on by both the crammers and the crammees, at all
times of the day and of the year devoted to work.
There is no play nor shuffling about the studying at the
Point. They must and do work ; and they may be
examined at any and all times of the year, and exhibit
a ' cramming' on each occasion. They are always
ready, and are not put in harness and driven up to a
particular object on a particular day, as is often done,
' but may be taken at random, and on any day."
The examination is History, English Grammar, and

Geography, was less satisfactory than that in some
other branches of knowledge. From the inquiries
made, I came to the conclusion that the defect
was owing to the scanty portion of the time which
is, from necessity, afforded to those studies. When
the "Plebs," as the new comers are called, arrive
at the Point, there is a great diversity in their
amount of knowledge. Those from the New England
States are the most forward, and the most easily
managed. Those from the Middle States rank next ;
whilst those from the Southern States are lower down in
the scale. Of course those who enter well prepared
possess manifest advantages, and therefore, amongst the
best, there are always a large number of New Eng-
landers.

Youths from all classes of society are eligible for
admittance into the West Point Academy. I one day
noticed a file of the new corners. The first young man
was dressed in the plain and well-worn garments of a
hard-working country lad, his entire garb, something
too scanty, were " seedy," and he must have come from
a very indigent family to have worn su, h garments in
America, where almost everybody is well dressed.
Judging from the fifty-six " Plebs" whom I saw, I should
say there were not one-fourth of them who were from
families of independent property, or of ordinary com-
petency. The " mass" were from the "mass" of those
who laboured hard for bread. When once admit& tl,
they are all clothed and fed alike, and no other distinc-
tion is made than that which arises out of the correct
deportment and attainments of the individual. Pro-
fessor Bartlett, of the Academy, was a poor drummer-
boy at Fort Erie. He became a cadet at West Point,
and is now one of its instructors. The subjoined table,
taken from Colonel Totter's report for 1844, will show
that the lower classes have even a more than equal par-
ticipation in the benefits of the Institution, and it is a
fair sample of the usual classification in every year:—
Of the 221 cadets at the Point in that year-
-59 were sons of Farmers.
14 " " Mechanics.
27 " " Lawyers.
18 " " Merchants.
5 " " Hotel Keepers.
12 " " Physicians.
14 " " Army or Navy Officers.
4 " " Clergymen.
5 " " Officers ofState and General Governments.
15 " " Professors, Editors, Bank Officers, or
Masters of vessels, &c.
26 " without Father.
22 44 " " or Mother.
Of the 212 in the Academy in 1843-
156 were the sons of parents in moderate circumstances.
26 " 44 reduced
6 44 " indigent
IC 6 C 4 " wealthy
18 " unknown "

The above statements will, if they serve no other pur-
pose, perhaps amuse, by the contrast it presents to our
own system of military education. At the present junc-
ture, they may convey useful information. If I have
been at all tedious, I will endeavour to make amends in
my next paper, which will treat more of persons than of
places. WHIZ.