The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1841-05-14 00:00:00

CHESTER AND -BIRKENHEAD RAILWAY.

The adjourned half-yearly general meeting of the proprie-
tors
of the Chester and Birkenhead Railway, was held at
one o'clock on Wednesday, in the Clarendon Rooms, South
John-street, for the purpose of receiving a report from the
committee appointed on the 10th of April, on the working of
the ferries and the general arrangements of the company.
WILLIAM DixoN, Esq., chairman of the board of direc-
tors, took the chair, and called upon the committee to read
their report. He flattered himself the report would state
that the committee had received every information they re-
quired from the directors.
Sir JOSHUA WALNistEY then rose, and said that in com-
pliance 'with a resolution of the last meeting the committee
to whom the proprietors had given the powers to inquire into
this, he might say, delicate, onerous and somewhat-unplea-
sant business, had, with all the ability of which they were
possessed,
_devoted a considerable partion of time, as well as
considerable patience, to ascertain the true state of the con-
cerns of the railway. (Hear.) It would be unnecessary for
him to enter into particulars, inasmuch as those particulars,
so far as the committee had been able to ascertain them,
were committed to writing. He must, however' beg to say,
that in conducting the inquiry the committee had received
from the directors every courtesy and information they were
capable of giving, and he trusted that, it in the report which
the committee had thought it their duty to make, there were
any expressions or remarks which might riot be entirely plea-
sing to the directors, they would not consider the same as
applied personally to any one individual of the board, but
that they had been made use of entirely in the strict line of
that duty which the committee had to discharge. The corn-
mittee,'as proprietors, felt they owed it to themselves, and
more especially to the proprietors generally, to offer a tear-
; less and an impartial report, and such report they had en-
deavoured to give. He would, therefore, call on the gentle-
man who had kindly acted as secretary during the labours of
the committee to read it, and it would then he.for the meet-
ing to say whether they would adopt it or not ; but whether
it would be adopted or rejected the committee were satisfied

:o leave the decision of that matter in the hands of the meet-

ing assuring them that as proprietors they had given the
subject their best attention, and that they conceived it would
be the interest of the proprietors generally to give the report

their sanction.
Mr. J. RADCLIFFE, one of the committee, then read the
report of the committee, as follows :

REPORT

" At a meeting of the proprietors of the Chester and Bir-
kenhead Railway, held at the Clarendon Rooms, Liverpool,
on Saturday, the 10th day of April, the following resolution
was passed:—
" That a committee be appointed with powers to inquire
. .

into the circumstances connected with the Purchase andpre-
sent position of the Monks' and Woodside Ferries, as well
as other lands held by the company, and not now wanted ;
and that the committee be further authorized to inquire into
the propriety of a better arrangement of the two or joint di-
rectors. and such other matters as can be inquired into,
without injury to the interests of the company.

After reciting the names of the committee, the report pro-
ceeded,
" In conformity ciith this resolution, your committee hav-

ing met, appointed Sir Joshua Walmsley chairman, and
agreed upon a series of questions to be put to the directors
of the railway, calculated to,obtain the requisite information
upon the important matters which they, were appointed to
investigate. These queries having been laid before the di-
rectors, your committee were invited to meet the board, and
at this and subsequent meetings, both in writing and verbally,
the information sought for was freely given.
" As it does not appear to your committee that secrecy or
reserve can prove beneficial to the interests of the company,
your committee now proceed to lay the whole case and their
opinions before you ; and as a knowledge of the present state
of the funds of the company became, in the course of the
inquiry, of great importance, your committee think it ne-
cessary, .in the very outset of their report, to place that
information prominently before you.
" The actual expenditure by the company amounts to
£467,050; the liabilities, including all the expenditure which
the engineer anticipates for the final completion of the present
works, £so,42B—making a total of £517,428. The amount
of calls and paid and unpaid, the sums obtained on mortgage,
and the present value of the land not used for the purposes of
the railway, amount, in all, to about £531,000, leaving a
surplus of about £17,000. The several lots of land in the
possession of the company,-and which have not been used

for the purposes of the railway, and which your committee
believe would sell for more than the original cost, would re-
quire to be disposed of, in order to discharge the liabilities of
the'company ; but your committee, in the discharge of the
trust you have reposed in them, feel compelled to recommend
that those pieces of land (with, perhaps, one exception)
should not be disposed of until the period arrives when this
great undertaking, having clearly developed itself, will have
left no doubt as to what portion of the land may be required
for the efficient working of the line.
" Your committee give this advice to the proprietors with
more confidence from their being convinced that no loss can
be sustained by the company by abstaining from the prema-
ture sale of a property which has shown such a decided ten-

dency to increase, even in market value, but, when viewed in
connection with the future working of. the railway, the value
of which cannot be accurately estimated.
" Your committee, accompanied by a few of the directors
and the company's engineer, passed over the whole line of
railway ' • and it with pleasure your committee can report
that, asfar as they. were able to judge, the whole of the work
yet completed bas.been done in a substantial, workmanlike
manner.; expense in mere ornament has been avoided, whilst
permanence and utility have been kept in view ; and your
committee consider it their duty to state their unanimous
opinion that, as far as the engineering department is con-
cerned, as much has been accomplished as circumstances
would permit.
" As.an idea has been very prevalent amongst the share-
holders that the law charges incurred in obtaining the act of
parliament, and subsequently to the obtaining of ,the act,
have been great, your committee think it proper to state, that
the total cost of obtaining the act of parliament, including
,the engineer's and other expenses, amount to the sum of

And the law charges bubsequently incurred

" Making a total of.

£lOl6l 13 9

3420 2 8

£13581 16 5

" This item of expenditure, though large, may be con-
sidered moderate when compared with costs of a similar kind
incurred by other railway companies, and falls far short of
the exaggerated statements which have been current on the '
subject amongst the proprietors.
• " Your committee now beg to lay before you the result of
those inquiries into the purchase and present position of the
Monks' and Woodside Ferries. It appears from the state-
ments laid before your committee that the immense sum of
£32,000 has been paid for Woodside Ferry and its boats,
making the company subject to an annual °rent of up-
wards of £l5OO, and this for a right which will terminate
in May, 1856. The object which the directors had in view
in making this purchase does not appear very clear to your
committee, for previously to its purchase the directors were
aware that by, act of parliament they were -precluded from
bringing the line of railway to Woodside Ferry, unless they
carried two branches, for which they have -no • occasion, to
Birkenhead and Tranmere. It appears from one account in
the possession of your committee, that from the sth day of
August, 1839, to the sth August, 1840, this ferry proved a
very considerable loss to the proprietors, us it only produced
a gross profit of £2Bl Ils. 3d., whilst the interest of the
large capital expended in the purchase, nearly all of which
will be lost in 1856, added to the loss which must be sustain-
ed by the boats, leaves this affair a drawback of no common
magnitude upon the prosperity of the company. It has been
stated verbally by the directors, that it is now paying better,
and an account has been subsequently placed before your
committee, showing that during the last eight months the
gross profits may be estimated at £1039 12s. 9d. ; but as a
portion of the prosperity alluded to is more apparent than
real, your committee are compelled to express their disap-
probation of this purchase, as being highly improvident, and
not calculated to aid either effectually or • permanently the
well-being of the railway.
" The Monks' Ferry was purchased by the directors, in
March, 1840, for the sum of £25,000. The possession of
this ferry. does not confer on the company the power of con-
tinuing the railway to the waterside. It entails upon the
company an expense in the working of it which is very con-
siderable, exclusive of £1456 per annum.paid for omnibuses
to convey the railway passengers from the ferry to the ter-
minus of the railway, in Grange-lane, whilst its gross receipts
for casual passengers from the 23rd SepteMber, 1840, to the
Ist May, 1841, a period of upwards of seven months, are
only £96 17s. 3d. • . .

" When the directors made this purchase they were aware
that Mr. Price had succeeded in establishing his sole right to
convey passengers from Monks' Ferry to Liverpool. So
that the directors bought this property with a clear under-
standing, that in its purchase they had not obtained any
legal right to convey railway passengers to Liverpool ; but
lest there should be any doubt upon their minds on this sub-
ject, Mr. Price caused a notice to be served upon them to
discontinue carrying passengers from Monks' Ferry to Li-
verpool. It appears, however, that as the right of ferry both
ways is vested in the Woodside Ferry, now leased to the
company, no interruption to the traffic can take place till the
termination of the lease in May, 1856.

" Your committee cannot but disapprove of the purchase
of this ferry, because, whilst it does not confer any adequate
rights or privileges on the company, it has caused a great ad-
ditional annual expenditure, and absorbed a large amount
of capital which could have been otherwise profitably em-
ployed.
" With the company's property and rights in this imper-
fect and unsatisfactory position, it became the duty of your
committee to think seriously how this unfortunate state of
things could be amended; and having understood that Mr.
Price was disposed to sell his right of ferry, both as regards
Woodside and Monks' Ferries, your, committee urged upon
the directors the necessity and propriety of making imme-
diate application to Mr. Price, and to obtain (subject to the
approbation of the proprietors) an offer of his reversionary
interest to the company, and to secure, if possible, his co-
operationin carrying their views into effect.
" Your committee have the pleasure of stating that (with
the concurrence of the shareholders) these arrangements
may b' e accomplished. They will give to the company the
right of ferry Loth ways in perpetuity ; and, by making their
ferry property of permanent value, enable the directors to
secure valuable privileges for the railway, and at the same
time give the proprietors power, should they see fit, to dis-
pose of one or both of these ferries to advantage, reserving so
much of the privileges which they would obtain as might be
needful for the efficient working of the railway.

" The directors having concurred with your committee in
this view of the matter, your committee agreed to recommend
to the proprietors to raise the funds necessary for carrying
out these views. Your committee have no doubts whatever
that if the right of ferry is secured to the committee in per-
petuity, and the railway connected with the waterside, that
the returns for the capital expended upon the undertaking
will be ample ; but should these most desirable arrangements
not be effected, the prosperity of the company will be inde-
finitely postponed.
" Your committee therefore recommend that an authority
be given to the directors to apply to Parliament for permis-
sion to raise the money which may be required by the crea-
tion of quarter shares, in the following manner:—
" Each proprietor to be entitled to one quarter share for
every share he holds; these quarter shares to be issued in
the form of debentures, entitling the holder to five per cent.
interest on the amount of the money paid up. Each quarter
share of .1..:12 10s. to be issued at £7 10s., to be paid by three
instalments of £2 each, and one instalment of £1 10s. ; and
in the year 1843 the holder of each debenture to have the op-
tion of becoming a holder of a £l2 10s. share in the com-
pany, in lieu of his debenture, or of demanding payment of
the money he has paid up, in six months from his giving no-
tice of his desire to be pa►d, the privilege of exchanging the
debenture for a quarter share, to be forfeited if each instal-
ment be not paid on the day appointed by the directors.
" Your committee earnestly recommend to the proprietors
to consent to this or some other mode for obtaining funds,
which appear to your committee so necessary for the promo-
tion of the interests of the company.
f' Your committee have abstained from all reference to
many important matters connected with the railway in its
present state, such as the reasons that could have induced
the directors to consent to the railway being terminated at
Grange-lane; to the purchases of the land used for the rail-
way, the prices paid for each lot, the persons from whom each
lot was purchased, and the circumstances attending the pur-
chase of each ; matters which, however important and inter •
esting to the proprietors, your committee did not consider as
coming within the limits of their instructions.
" Your committee are of opinion that considerable reduc-
tions may be made iq the amount of the annual expenditure,
by a strict regard to economy in the details, by a more accu-
rate and better arranged division of labour iu the several
departments, by means of which, expensive and superfluous

offices (so fatal to the, well-being of short lines of railway)

may be dispensed with without inconvenience

Your cora-

mitlee feel assured that it is only necessary to call the atten-

.ion of the board to the subjeei, in orde; that prompt and
Ifeetnal steps may be taken to remedy this evil.

` Your committee have not been convinced that the very

ierious interests which the company now have in the Wood-
side and Monks' Ferries should be entrusted to a separate

board of directors, not appointed by the proprietors, and they
recommend that immediate steps be taken to place the whole
responsibility attached to the management of this depart-
ment, as well as all the other affairs of the company, upon
the board of directors chosen by the proprietors at their
annual meetings; and that the directors be required, in
future, to lay the accounts of the receipts, expenditure, and
net proceeds of the ferry property before the proprietors, iu
the same manner, time, and place as the law requires them
to do with respect to the railway.
" Your committee also strenuously recommend, that the
present opportunity should be taken of making some changes
in the board of direction : some of the present on the list of
directors are those of persons who have shown so little con-
fidence in the undertaking as to have reduced their shares to
the smallest number which would qualify them to hold their
places at the board, whilst others have been most irregular
in their attendance. Judgment, energy, and attention, on
the part of the directors, coupled with the support and con-
fidence of the proprietors, are imperatively required at the
present critical juncture of the company's affairs; if these
are obtained and properly directed, they would, in the opinion
of your committee, soon place your railway amongst the
most flourishing in the kingdom, whilst, on the other hand,
apathy, irregularity, and indifference on the part of the
directors, and a want of perfect confidence on the part of
the proprietors, would prove fatal to its present interests and
future welfare.

" In concluding their report, your committee would again
venture to impress upon each and every proprietor the great
advantages which would result from the company having the
undisputed right of ferry secured to them :in perpetuity, and
their railroad continued to the waterside. When these most
desirable things are obtained, the present cumbrous and ex-
pensiVe ar►angemerts will be dispensed with, the accommo-
dation for the passenger traffic rendered complete and satis-
factory, and the trade in goods and cattle vastly extended.

And whilst, through the medium of the Chester and Crewe,
the Grand Junction, and the London and Birmingham
Railways, your line becomes one of the termini of the most
important line of railway i❑ the kingdom—the formation at
no distant period of the Chester and Holyhead line, part of
which must pass through land the property of the company,
together with the contemplated branch to Ruabon, will open
to the Chester and Birkenhead Railway not only a great pas-
senger traffic from Ireland and \Vales, but also that which
they have promised to afford ; and with an efficient and zeal-
ous directory, a well arranged system of business, and the in-
troduction of a searching spirit of economy into every de-
partment, your committee feel assured that the proprietors
will crc long, obtain as ample a return for the capital they
have expended, as their most sanguine hopes could have led
them to expect. " Josn o A WALDISLEI'.
" May 12, 1841."

The CHAIRMAN said, that as the report just read had not.
been placed in the hands of the directors previous to the
meeting, they were not able, perhaps, to enter into the parti-
culars of it as fully as they otherwise might. However, they
were glad to find that the committee had recommended a
further amount of stock, and they had also recommended,
what the directors originally contemplated, namely, the
bringing down .of the railway to the water's edge. All the
proceedings of the board had been directed to the accom-
plishment of the latter object, and therefore the directors
certainly could not object to the proposal as made by the
committee. In that as well as in other respects the report
tended to further the views of the directors. With respect
to the purchase of the ferries, he could state that the pur-
chase had been confirmed by the proprietors, and that no
purchase had been made without the sanction of the proprie-
tors. With regard t"this fact, it might be necessary per-
haps to refer to the minutes of the meetings at which such
power had been given by the proprietors to the directors.
Mr. JACKSON said that the proposal of the committee, with
regard to the purchase of the reversionary interest from Mr.
Price, was not a new one, inasmuch as such a purchase had
been made from him last May. The company, however,
not having funds at their disposal at the time, had been obli-
ged to abandon it; but it had since been renewed, and at
present the company were in a fair way of going on with it.
(Hear.) _

Mr. MALLADY then read the minutes of a meeting of the

proprietors, held in October, 1838, from which it appeared
that the directors were then empowered to go on with such
arrangements with the Woodside Ferry company as would
secure a quick conveyance across the Mersey. He admitted
that no•previous sanction had been given with respect to the
purchase of the Monks' Ferry. but the reasons for that pur-
chase had been fully stated to the committee, and the pur-
chase had been made in accordance with the general view of
securing the right of both the ferries for the benefit of the
company. He believed that the committee had not stated in
their report the amount that would be required for effecting
the purposes they suggested.
Sir J. WALMSLEY said that when the committee spoke of
creating quarter shares, they meant quarter shares on the
whole of the shares, by which means nearly the whole sum
would be raised that would be required. He thought the
directors might clearly see that the sum proposed to be raised
in that way would carry out a deal of their arrangements ;
and subsequently, if such portions of the ferries as they
might think proper were sold, very considerable sums wonld
be raised which would enable them to pay off their mortgage
debt.

Mr. EDWARDS, of Chester, asked what the use was of
buying the ferries—the Monks' and Woodside ?
Mr. 'WALLABY said it was the opinion of the committee
that any enlargement upon that subject would be much bet-
ter avoided.

Mr. EDWARDS, of Chester, thought the proprietors ought
to be made acquainted with the reasons why the company
should be embarrassed with the purchase of the two ferries

in question

The CHAIRMAN said the proprietors had appointed a sub-
committee at the last meeting to gO into this question, and
it was their opinion it should not be publicly stated to the
p.oprietors. The views of the directors upun that head had
been approved of by the committee; but if it was the desire
of the proprietors that the whole matter should be explained
—" No, no," from several)—he had no objection to such ex-
planation being given.

Sir J. WALMSLEY said, that although the committee in
their report had disapproved of the purchases in both cases.
yet the proprietors should remember that the ferries were no'
their property, and that they must make- the bent of then?-
(Hear, hear.) The committee did not, however, think it
advisable to have further explanations made unless they were
particularly required. He thought the time would come
when the proprietors would be able, with good management,
to get rid of one or both the ferries to their own satisfaction,
and probably without loss. (Hear, bear.)
Mr. FOSBERRY begged to say, as a working director, that
there was no novelty in the report of the committee, and that
all the suggestions it contained had previously engaged the
attention of the board. There was, indeed, one novelty in
it, inasmuch as he had never heard before that there was
apathy among the directors, or that some of them had been
parting.with their shares. He thought the names of such of
the directors to whom the allusion had been made ought to
be named.
Sir J. WALMSLEY was willing to afford explanation on any
and every part of the report that might be required. The
whole of the queries put by the committee had been reduced
to writing, as also had the conversations which the committee
had had with the directors. He thought Mr. Fosberry was
a little in error when he said that the report charged the di-
rectors with apathy. It did not state that apathy existed,
and therefore Mr. Fosberry must have misunderstood it.
Mr. FOSBERItY said, if he had made a mis-statement he
was sorry for it.
Mr. RADCLIFF read a second time that part of the' report
which alluded to the attendance of the directors at the board,
and to their having disposed of some of their shares ; upon
which
Mr. FOSDEERRY said . that it was almost impossible any
proprietor could leave the meeting after having heard the
report, without feeling that the directors had been apathetic,
and that they had been reducing the number of their shares.
Sir J. WALMSLEY conceived, in consequence of what had
been stated in the report, that it was necessary to read the
names of the directors, their attendance at the meetings, the
amount received, and the number of shares they originally
held, as well.as the number they held at present. (Hear,
and cheers.) Personally, he might be permitted to.say, he
had not the slightest feeling of disrespect to any of them.,
nor did the committee wish to cast on them any opprobrium.
Sir Joshua then read a tabular statement, from which it ap-
peared that some of the directors had only attended four
times in the year 1840, and that others had decreased the
number of their shares. The amount they received for their
attendance was, he considered, of no importance, because if
directors were to receive anything at all, the directors of 'the
Chester and Birkenhead Railway were underpaid. He did
not say- that directors had not as much right as other propri-
etors to sell their shares, but he had read the statement with
the view of justify ingfthe allegations made in the report.
Mr. JACKSON said that if he had not attended oftener in
the year 1839 than he otherwise would, it was because he had
been seven months in that year in Italy.
Mr. MALLABY observed that Mr. Hamilton had been set
forth in the statement as possessing sixty-eight shares'ori-
ginally, and with only holding twenty shares at present. The
tact was, however, that Mr. Hamilton only held twenty
shares at first, that afterwards he had purchased others, and
that he had subsequently sold those others in order to place
himself at his original standard.
The CHAIRMAN thought it necessary to state that the di-
rector a were divided into different committees, and that the
Road Committee had paid particular attention to their
duties. Mr. Fosbery, Mr. Jackson, Mr. Booth, and -Mr.
Bentham were on that committee, and they usually went
once or twice a-week, and sometimes oftener, over the whole
line, although no account of their attendance to such a duty
had been mentioned in Sir Joshua's statement. Neither
was any mention made in it of the fact, that the Finance
Committee met once a week.
Mr. BENTHAM felt it due to himself and others of the
directors to state that the selling of their shares had not
arisen from any want of confidence in the undertaking.
(Hear, bear.) He had himself, because he found it neces-
sary so to do, having been obliged, by reason of the pressure
of the times, to diminish the number of his shares ; but he
could safely say that his attendance had not been less regular
or his exertions less great since he had become a less share-
holder. (Hear, hear.)
The CHAIRMAN felt it necessary to state that the direc-
tors were greatly indebted to the Road Committee for their
attention to the line, and particularly during the first six
months after it had been opened.
Mr. SANDERS asked whether they received any pay for
going over the line ? •
Mr. JACKSON replied. Formerly they did receive pay, but
at present they did not.
Mr. SANDERS was glad the system had been abandoned,
because it was without precedent. (Hear, hear.)
Mr. FOSBERRY said the road committee could not be ex-
pected to leave Liverpool one morning, and to return the
next evening, without being paid their expenses.
Mr. SANDERS admitted that they certainly could not. It
was quite right to pay them their expenses.
Mr. JACKSON said be could assure the proprietors that he
had been out of pocket by his attention to the duties of the
road committee.
Mr. SANDERS never knew a man connected with railways
that wasn't out of pocket. (Hear, and a laugh.) He beg-
ged to move the adoption of the report of the committee by
the body of proprietors.
The report of the directors, read at the former meeting, as
well as the report of the committee, were then adopted una-
nimously.
Mr. MALLAnY presumed that, in confirming the report of
the committee, it was merely intended to confirm the view
they had taken with reference to the increasing of stock, with
the understanding that a special meeting of the proprietors
should be subsequently called, to take the other parts of it
into consideration. (Hear, hear.) The next course would
be to proceed with the nomination of the directors. There
were four vacancies, one of which had arisen in consequence
of Mr. Price having sold his shares.
Sir J. WALMSLEY rose with the desire of proposing a di-
rector, and in doing so, he would propose one who understood
the whole of the bearings of the question, and to whom the
railway owed a great deal, bath as to the getting of the bill
through parliament, and the management of the undertaking.
He begged to propose that Mr. Jackson be re-appointed to
his office. (Cheers.)
Mr. Joses seconded the motion, Mr. Jackson being, in
his opinion, a most efficient director. The motion was car-
ried unanimously. •-
Mr. SANDERS proposed that Mr. John Radcliff be appoint-
ed a director.
. Mr. EDWARDS moved as an amendment, that Mr. Uniacke,
who had been of infinite service on those occasions when the

company had been before the Houses of_Parliament, be ap-

• poinied-a director instead of Mr. Radcliff.
Sir J. WALMSLEY supported the original motion. He
had knOwn Mr. Radcliff a great many years—be thought for
ten years—and he did not know in the whole town of Liver-

pool a man in whom he had more entire confidence, as re-
garded his honour, his integrity, and his uprightness. (Hear,
hear.) Mr. Radcliff was an industrious and an active man,
who had an interest in the Chester and Birkenhead Railway
probably greater, in propoi flan to the amount of his pro-
perty, than many of the directors. He had, to his (Sir
Josbua'S) knowledge, Served one of the institutions of the
town, when it. was at its lowest ebb, for the long period of
five years, without charging so mach as one farthing for his
services. (Hear, and. cheers.) He hoped, therefore, that
the meeting. would unanimously elect him'. If they adopted
the report of the committee, it was as little as they could do
to place Mr. Radcliff, who had acted as one of that commit-
tee, and in whom they had the utmost confidence, in the
position of a director. Who was it that had been recom-
mended in lieu of Mr. Radcliff? A gentleman, certainly,
whom he (Sir Joshua) esteemed, and had known for many
years; but where did Mr. Uniacke reside? Forsooth in
bath. (Hear.) Perhaps his residence in Bath was looked
upon as a sort of recommendation, in order that he should
do no mischief. (A laugh.), It was true that if the gentle-
man's services should be required in parliament, he would
be serviceable ; but what were the company going to parlia-
ment for? Merely to raise money on quarter shares. They
had, therefore, nothing to fear, inasmuch 'as thete was no
great thing to be obtained. Under those circumstances, he
would unhesitatingly say,_ that if Mr._ Radcliff were placed

..,.......... •
on the board of direction in place of Mr. Uniacke, he would

be of equal if not of more service than any man on the board,
and that he would carry out, fearlessly, the views entertained
by the proprietors. He felt confidence in Mr. Radcliff's
integrity and industry, and he hoped their votes would show
that the proprietors also had confidence in him. (Cheers.)
The CIfATRAIAN thought it might perhaps be necessary for
him to make some remarks. With respect to Mr. Uniacke,
he was sure they all knew that gentleman to be one of the
most active of the directors. It was true he did not at yre-

sent reside upon the spot; but be (the chairman) was still of
opinion that his services in going to parliament would be very
essential to the company. (Hear, hear.) He bad shown
great zeal in the undertaking ever since it was commenced ;
he had been a member of the Grand Junction board, but had
given up that appointment in order to devote his time and
attention to the interests of the Chester and Birkenhead
. . .

Company ; and having acted with him, he would strongly re-
commend his appointment. He (the chairman) had not the
pleasure of
.111 r. Radcliff's acquaintance. He had never met
him except on two occasions, at the board meetings, when he
made use of certain observations, not pleasinz either to him-

self or to any of the directors. He had made use of a per-
sonal remark to him (the chairman) which he could not for-
iet. He (the chairman had been on the board for some years,
and he defied any one, to say he had not given every possible
attention he could to its interests, or that he had ever turned
the holding of.shares to his own advantage. (Hear, hear.)
It would be much more agreeable to him to work in conjunc-

tion with Mr. Uniacke than-Mr. Radcliff, as his feelings had

been very much hurt by the remarks made by the latter gen-

tlemn❑

SANDILRS said that some gentlemen had talked of the
difficulty of going to parliament, forgetting that there was

no difficulty at all

oppose.the com pony

Where was therelny interest that would

•
Mr. EDWARDS said there was an interest that would give
opposition,
M. SANDER§ denied that there could be any such thing.
Opposition was out of the question, and to appoint a gentle-
man living in. Bath upon the board of direction appeared to
him to boa rnost extraordinary proposition. (Hear, hear.)
_ _

iNlr'EpwAans said that Mi. Uniacke held one hundred
share in the undertaking.
Mr. Sanders said he was aware of the fact, but that he ne-
vertheless opposed his appointment.
The C HAULM A.N stated that a week or fortnight never
passed without communications being received from Mr
Uniacl

.e, whose hints on various subjects were exceedingly

valuable

Mr. EVANS thought that both the gentlemen might be
appointed upon the board of direction. At present a kind of
trick—a regular Newmarket trick—(laughter)--was being
practised to get Mr. Uniacke in and Mr. Ratcliff out; but
the company might have the services of both.

The CH AIRMAN said it was not agreeable to the wishes of
the hoard of directors to have Mr. Radcliff appointed. How-
ever, it was for the meeting to say which of the gentlemen
they would prefer. He could not forget the remarks which
had been made by Mr. Radcliff.
Sir J. WA LmsLur.—What were they?
The CHAIRMAN.—That we were not trustworthy in the
management of even the sum of .XlOO
Mr

AnuoTr said that if the meeting were desirous of

seeing the suggestions contained in the report of the com-

tnittee carried out to their legitimate extent they would elect
Mr. Ratcliff; if not, they would elect Mr. Uniacke. He
asked the proprietors whether they would allow personal
feelings to prevail against the.election of Mr. Radcliff at such
a time as the present, and said that that was really the ques-
tion they had to decide. For his own part, he had personal
feelings, but he willingly waived them in order to promote
the general interest.

WALMSLEY believed the directors had made up
their minds that, if Mr. Ratcliff were appointed, they would
not act. He (Sir Joshua) wished to see the report carried
out, but he did not think it would be carried out unless Mr.

Radcliff were elected—(hear, hear.)—neither. did he think
that any hasty expressions which might have been made use
of by Air. Radcliff twelve months before should be reaped up
on the present occasion with the view of preventing that
gentleman's appointment.

_ .
Mr. EDWARDS thought that Sir Joshua's observations
implied a decided censure on the direct-91.5, inasmuch as he
seemed to think that Mr. Rateliff was to be the main organ
of carrying out the report.
Mr. JACKSON was proceeding to offer some remarks, when
Mr. EVANS said he thoUght the directors should not be
permitted to dictate to the meeting. (Hear. hear.)
Mr. SANDERS begged that his proposition might be put.
Sir J. WALMSLEY said he was sure that if Mr. Radcliff
were appointed, he would remove from the railway much of
what at present was objectionable. For •instance, economy
ought to have been used, but it had not been used. (Cries
of State.") He (Sir Joshua) was ready to prove the fact.
He would ask the proprietors whether they thought, in a
railway of something about 15 miles in length, there was any
necessity of having 12 or 14 directors, or any necessity for an
engineer at £5OO a-year, a treasurer at £3OO a year, clerks
at £l5O a7year,. a man in. Liverpool at £75 a-year, with an
office at £6O a-year—all for a railway of this magnitude.
(Hear, bear.) If that were not enough to convince the pro-
prietors of the necessity that existed for economy, be was
done. If the directors had a disinclination to act with Mr.
Radcliffe, he would say at once to the meeting—" accept
their resignations and let them go out." (Cheers and cries
of " let them go out.")
Mr. EDWARDS said he would not retire from the board,
even if Mr. Radcliff-should he elected. _ _ _

Mr. JACKSON said the Chester and Birkenhead Railway
might challenge any other railway in the kingdom except one
upon the score of economy. The salary of the engineer had
been decreased from .-.C900 to £5OO a-year, and the calce at
this side of the water could not be dispensed with while Mr.
Smith's coaches continued to run.
Mr. JONES fully intended not to have said a word on the
question before the meeting, and he was sorry to find it
taking the turn it had: Had Mr. Radcliff been appointed
without any opposition having been offered, he world have
rejoiced at his appointment ; but when he found the board of
directors objecting to hirn, why should the meeting impose
him on them ? Nothing good could be done unlef s the di-
rectors acted harmoniously and unanimously toget/ ler in car-
rying out the views of the proprietors. He was warprised at
seeing Mr. Radcliff sitting quietly during the discussion, and
he thought the gentleman ought to stand up and say that he
would not be one of the directors. (Uproar, and cries of
" no, no!!) He (Mr. Jones) was sure that if his name had
been proposed under such circumstances he wtnild immedi-
ately resign the appointment ; and he wr.s persuaded that if
Mr. Radcliff should happen to be appointed, the directors
would not go on cordially together.
Mr. SANDERS said he-could not refrain from expressing
his surpriseAt seeing the directors, who had had the whole
of the railway business in hand—and a mos t wretched con-
cern they had reduced it to—ref Using to sun ender their per-
sonal feelings, and accepting Mr. Radcliff, a gentleman who,
though.he Could not remedy many of the ).,ast errors, might
prevent other errors from being committed.
The CHAIRMAN said that much of the expenditure with
which the directors had been charged win; accounted for by
the estimates of the engineer having bee) r considerably less
than the actual cost. The directors w ere willing that the
present vacancies should be filled up f rom the committee
who had drawn up their report, and they had no objection to
any gentleman composing that conamitt.ee except to the one

named..
Mr. FOSBERRY said he had been ask ed, one hundred miles
from Liverpool, what mischief the di rectors of the Chester
and Birkenhead Railway had been do".ng, or what lands they
they'had been buying.
Mr. EVAN s—You bought two feu ies. (Hear, and laugh-
ter.)
Mr. FOSBERRY—Yes; but with i;our concurrence.
Sir J.'WALMSLEY said that the (2ommittee had found the
directors in a fix. (No, no.) He repeated it, that they had
found them in a strong fix ; for what were the facts ? It
appeared that they had bought hit d, that they had made an
agreement with Mr. Price, and th: it they had afterwards been
obliged to run off their bargain. Was that a fix ? He thought
it was. (Hear, hear.) And they had not money at present
to carry on what they propose d : so that they were in a
strong fix. (Hear.)
Mr. SANDERS said the directors appeared to be very tena-
cious because it so happened that they were the first body
of the kind who had been brona,ht up for their conduct; but
this was only the beginning of such things. There were
many railways in the kingdom where a most searching in-
quiry would speedily be instituted into the conduct of the
directors. There were Liverpool men connected with the
directorships of some of' them, whom he would not trust
witch the management of a common clerkship, and who were
continually. going out of England, instead of attending to
their duties. He thought it an extraordinary circumstance
that railway concerns should have such men tied on them
like an incubus. (Hear.) He was certain the present would
be a prelude to many other inquiries of a like kind, and that
some gentlemen who were now connected with other rail-
ways would not be so much longer. (Hear.)
Mr. BOOTH presumed that Mr. Sanders had alluded to
him. (Great laughter.)
Mr. SANDERS said not in the slightest.
Mr. Boom observed that his reason for thinking lie had
been alluded to was simply because he was in the habit of
going to the Highlands of Scotland for three months in the
year. During the remaining nine months he was constant
in his attendance at the board.
The CH AIRMAN then put the amendment to the meeting,
when about sixteen hands were held up in favour of Mr.
Uniacke. He then put the original motion, and a great I
number of hands were shown.
Mr. EDWARDS demanded a poll.
Mr. SANDERS asked what object could be effected by
going to a poll ? Was it because the sense of the meeting-
had been against the wishes of the directors, that the latter
had hesitated to declare Mr. Radcliff appointed?
A. SHAREHOLDER remarked that he had never seen any
body of men in his life express so decided an opinion against
the feelings and wishes of the proprietors as the directors
had done that day. (Hear, hear.) He knew not how gen-
tlemen could expect to be allowed to remain on the directory
who had run so decidedly hi the faces of the proprietors.—
(Hear, hear, hear.)
Mr. EDWARDS said he entertained a personal hostility to
Mr. Radcliff, for his conduct on other occasions.
A SHAREHOLDER said, that in such case Mr. Edwards
ought to have resigned at once, and not to have braved the
feelings. of the proprietors after so determined a manner. -
Mr. JACKSON said the ground of hostility was simply this
—that Mr. Radcliff had heretofore declared that he would
.not trust the directors with £lOO, or even £2O,
of his pro-
perty.
Mr. RADCLIFF said he felt very much indebted to Mr.
Jackson for having put the question in a tangible shape. He
had been sorry to hear observations uttered which did not
imply a Christian spirit, inasmuch as certain parties had al-
lowed bygone matters to rankle in their breasts from a long
period up to the present moment.was But Mr. Jackson having'
put the question fairly, he a d to disavow any-
thing that he had formerly said —(hear, ) and he would-
give his reasons for having made use of thee termsr stated..
the year 1839 a meeting was held, at which certain queries,
were put to the directors, the result' of which shewed that.
some.underhand proceedings had been going forward' about.
the sale of the Chester and Crewe railway. (Hear, hear.),
He saw that a number of gentlemen were on both directions,
and that while they were selling the Chester and Crewe, they
were not communicating that information to the proprietors.
of the Chester and Birkenhead line ; and it was upon that

occasion he had said, that if gentlemen would go on in that
way, and sell the rights of the proprietors of the latter rail-
way, he would- not trust them with the management of his
property. Mr. R. proceeded to show that the shares of the
proprietors had fallen from £57 to 4:3fi ; that £60,000 had
been foolishly spent it the purchase of ferries, and that t lie
proprietors had not been consulted about the said purchases,
and concluded by saying that he considered it a high com-
pliment that a person so insignificant as himself was likely to
make the directors wince for the next twelve months.
Mr. Fosutaity denied that he had ever heard of the sell-
ing of the Crcwe railway. Ile knew nothing of it till after
the occurrence had taken place.

Mr. EDWARDS
Mr. JACKSON.-

s.—Nor aid 1
—Nor 1.

The CHAIRMAN said the remark was intended to apply to
him. He could state that no communication on the subject
had been wade to this board, and filling the situation he did,
of chairman to the Chester and Birkenhead Railway Com-
pany, he did not consider himself justified in attending the
Chester and Crewe committees. (Hear, hear.)
Mr. RADCLIFFE denied that he had ever applied any ob-
servations personally offensive to the chairman. He had in-
deed accused the whole committee and directory of not having
taken care of the interests of the proprietors, but he had not
accused Mr. Dixon personally. (Hear, hear.)
The CHAIRMAN said it was his wish that the direction of
the company should be entirely governed by the feelings of
the proprietors. He had felt very much hurt at the remarks
which had been made by Mr. Radcliffe, and which he consi-
dered personal, but as that gentleman had now stated that
they were not so intended, he accepted that as a sufficient
apology.• (Hear, hear.) It remained. with Mr . Edwards to
say whether he would or would not withdraw his amend-
ment,- and seeing the feeling which pervaded the meet-
ing he (the chairman) should not object to having it with-
drawn. (Hear, hear.)
Mr. EDWARDS then withdrew his amendment, and Mr.
Radcliffe was appointed.
Mr. JACKSON proposed Mr. James Lawrence as the third
director.—Agreed to.
Mr. ABBOTT proposed Sir Joshua Walmsley as the fourth
director.—Agreed to.
Mr. SANDERS said he supported the nomination of Sir
Joshua, in the hope that if he got mixed up with the af-
fairs of the company he would be kept out of parliament.
(Hear and a laugh.)
Sir JOSHUA expressed a hope that henceforward they
would all go on harmoniously together, that the report would
be carried out, and that the profits of the company would
meet the expectations of the proprietors. (Cheers.) He
concluded by moving a vote of thanks to the chairman. .
The motion was carried unanimously; and the meeting
separated at.ten minutes after three o'clock.