The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1847-11-30 00:00:00

THE LIVERPOOL STANDARD.

to the services afforded by the committee. l',,hey had
been almost incesaantly engaged its affairs. _Mr.
Highfield, Mr. Booker, and Mr. Tyrer had been to :Lon-
don, no doubt at considerable personal inconvenience,
and had given their service to the bank almost day
and night. ( Hear.) His learned friend Mr. Lowndes
had also exhibited such a knowledge of commercial
law as somewhat startled him (Mr. Holmes.) He, there-
fore, trusted,the new deed of settlement would be satis-
factory to all. (Cheers.) Allusion had been made to the
gallant ship. He trusted he might be allowed to take up
the idea, and add that she had now been strengthened—
a quantity of new timber had been placed in her—she has
been newly rigged, and it was for the meeting to appoint
proper officers to command her. (Cheers.) He trusted
they would appoint such as would not be afraid to
take the command : and looking at the rich freight she
carried—the welfare and prosperity of a community like that,
and her operations upon the world (for Liverpool traded
with all the world), he envied not the feelings of the man
who could not say " God speed her."—(Applause.) He
hoped every one present would be able to join in the lan-
guage of their bills of lading, and say—" So God give the
good ship a safe and prosperous voyage."—(Cheers.)
Mr. Halme concluded by seconding the motion, and ex-
pressing a hope that it would be carried without one dis-
sentient voice.

Mr. A. F. JONES said that having had the honour of
seconding the motion of Mr. Holmes, for a committee to
be appointed, he had now great pleasure in supporting the
motion.

The motion was then put and carried unanimously, and
with acclamation.

:.The CHAIRMAN said the next business was to, call
upon their respected friend Mr. Lowndes, to read the
clauses in the deed of settlement.

Mr. LOWNDES then proceeded to read the several
clauses, and the vote was taken upon each :
"Abstract of the Deed of Settlement.
" ART. 2 provides that the capital be £2,400,000 ; that
the original two thousand £l,OOO shares be converted into
ten thousand £2OO shares; that five £2OO shares give the
qualifications and votes of an original £l,OOO share ; that
four thousand £lOO preference shares be created. two to
be allotted to each original holder, and their liability to
commence with January 1, I 848."
In answer to questions from one or two proprietors,
Mr. LOWNDES said, to each holder of shares to the
amount of £l,OOO, there would be allotted two preference
shares ; but if the proprietor did not signify his intention
of holding those preference shares, they would be allotted
to third parties, in which case the original proprietor
would not be called upon to pay the £lOO deposit due in
January next.
The CHAIRMAN thought the preference shares would
have a very beneficial effect. He had not the honour of
proposing the measure, but it had been proposed by one
of his colleagues, and he considered it a very clever pro-
posal.
The clause was then carried unanimously.
4.—The paid-up capital only to be employed in advances
on open account.
Mr. LOWNDES observed on this, that the original deed
gave very ample powers, and that was a modification of it.
Mr. A. F. JorrEs—That is to say that the rest, when-
ever it may accrue, shall not be used.
The CHAIRMAN—Just so.
Mr. Jorms—Either with or without security.
Mr. LOWNDAS—It has reference to the clause which
goes to the extent of £50,000.
'ie clause was then adopted.
s.—The management to be vested in seven ordinary
and two paid directors.—Carried.
10--The appointment, dismissal, &c., of officers vested
in the ordinary directors.
On this clause, at the suggestion of Mr. Cooper, it was
rendered imperative on the Directors to require security
from officers.—Carried.

11.—The directors to appoint the paid directors,- who
must hold three £lOOO or fifteen preference shares,- and
whose salary must not emceed £lOOO ; that Mr. Chaffers
continue manager; and that both paid directors and
manager be removeable, under certain conditions, by, the
directors, but, otherwise, only with a concurrence of a
majority of the proprietors.
A PROPRIETOR objected to the salary of £lOOO.
The CHAIRMAN said it was expected the directors
should give their attendance from ten to four o'clock every
day, but their duties would be more onerous at first than
after, as at present the winding-up of great concerns would
require their utmost attention, and therefore he did not'
think it too much, for when they had to deal with hundreds
of thousands they ought to have men of business.

Mr. R. ZwutitEriiEßT'would limit the salary to £5OO
after the first year:.
Mr. HOLME could not agreewith the last speaker. They
could get, no doubt, ten thousand men who would jump
at £5OO a year, but what would they be worth. He was
of opinion that to adopt the course proposed by the last
speaker would be penny wise and pound foolish.
Mr. COOPER would leave it to the directors.
Mr. ATKINSON proposed that the salaries should be
fixed annually.
The CHAIRMAN thought no man would leave his busi-
ness on such terms.

Mr. HOLME contended the matter ought to be left with
the directors. He would not consent to act as a director
if he was to be a mere automaton.

The clause was then adopted.
17.--That the board meet once a week, to examine
the balance sheet of the previous week, and providing
how special meetings are to be convened. Carried.
24.—That the paid directors and manager be a perma-
nent committee, two being a quorum, to determine upon
advances or the opening of accounts ; applications to be
refused if one of the permanent committee object ; that
the limit of advances be entered in a book, to be revised
once a week, and altered when necessary; that the com-
mittee from time to time revise securities received; that
mil without speurity and
Wet ilie—highe3t advance on any, security whatever De
£50,000; that letters of credit be considered advances
from the time of issue ; that the bank shares be no secu-
rity ; that any credit must be withdrawn, or reduced, if
one of the permanent committee shall at any time desire ;
and that the general directors possess a checking power
over the decisions of the special committee.
Mr. CooPEß,objected to the sum of £20,000 being ad-
vanced. He thought £lO,OOO quite high enough without
security, and £25,000 with. He thought making snch
large advances would shut out tradesmen from being ac-
commodated. •

The CHAtratAx said it did not necessarily follow that
every one who applied was to be accommodated to the full
extent ; and as regarded the limit proposed by Mr. Cooper,:.,
they should remember that it was on active capital that
the bank made. money. He was of opinion that if the
proposal was adopted they might as well close the door of
the bank, for no mercantile firm would look near them.
The clause was then carried,. Mr. Cooper's proposition
being withdrawn.

2.5-. That directors, paid and unpaid, and manager, have
no vote on advances, &c, when connected in business
or united by relationship with parties applying, &c. ; that
no advances be made to a director without consent of paid
and general directors and manager; and that paid direc-
tors and managers have no advances whatever. Carried.
27. That £lOO on preference shares be payable on
January 10 next; such payments, when made, to stand
in place of previous call of £lOO ordered on each £lOOO
share ;. that if the proprietors do not take up their rate-
able proportion of preference shares by that date, the
directors may sell them as they think fit; that such sale
shall relieve the original proprietor from payment of call ;
and that the profit or loss fall upon the proprietor to whom
themeposhtaerree
dwtaos
mo r
ai ien aflul
further
t ha
el lro tet tha
lltupon tphreo
edirectorstol.s,
not
et
exceeding
the calls be pub-.
lished in the Liverpool journals, &c. and in pro-
ortionu in
upon theth w
e £2oohnln strreoso;nannedacthhatshare,
This was adopted, with an amendment proposed by
Mr. Peel, that a notice should be sent through the Gene-
ral Post to each proprietor of any future call, as well as by
advertisement.

Mr. COOPER said each proprietor had two shares appro-
priated to him, which would make £2,400,000.
The CHAIRMAN.—Yes.
Mr. COOPER.—Then the directors have shares tG the
amount of £160,000 to dispose of.
Mr. LOWNDES.—Yes.

A PnoemETon..--Many of them are disposed of already.
32.—That the directors may appoint and invest with
their judicial and determining powers one or more of their
number as a special committee to determine such matters
as may be submitted to them, and yet do not interfere
with the permanent committee.—Carried.
33.—That the proceedings be entered in the books, &c.
—Carried.

34.—That a director must hold in his own right two
original or ten preference shares ; that a bankrupt who
has not paid twenty shillings in the pound, and persons
connected with banking within ten miles of the Exchange,
be ineligible ' • and that a disqualified director continuing
to act shall forfeit his shares and pay £l,OOO as liquidated
damages, to be carried to the surplus fund ; but such an
occurrence not to render void the acts of the directors.

After a discussion as to whether brokers ought to be
directors, this clause was carried.

38.—That the present seven directors remain until next
meeting, when two shall retire by ballot, and shall not be
re-eligible for twelve months ; but if an annual meeting
adjourn without appointing substitutes for those who
should retire, the latter shall continue in office.
Mr. JONES suggested that each candidate for the di-
rection should be named before the meeting, and the
proprietors have a list sent them, but it was said that
would form the subject of a bye-law, and the clause was
adopted.
47.—That the paid directors audit the accounts every
month ; and shall at the annual meeting certify the justi-
fiableness of the dividend declared from the profits.
Mr. JONES inquired whether the clause would go so far
as to show the shareholders what the expenses of the
Bank had been—the salaries, in fact all the expenses
under the different heads ?

Mr. CHAFFERS said, that, during the last eleven years,
the expenses of the bank were £36,000 ; the profits
£1,175,000, of which £435,000 has been paid in dividends
to the proprietors, and 142,000 yet remains in excess to
the bank, which was not the common per centage upon a
bag-man's earnings.—The clause was carried.

60.—That the -show of hands decide a motion at a
general meeting ; but that ten or more proprietors hold-
ing fifty original shares or two hundred and fifty £2OO
preference shares may demand a vote ; the qualification
to vote being, one vote for every original, one for every
five preference shares, and no proprietor to have more
than twenty votes, whatever number of shares he may at
the time possess ; that no vote be allowed on shares not
held three months previously, except as to preference and
£2OO shares when first issued.—Carried.

55.—That no dividend be made upon original shares
until the reserved surplus fund amount to £lOO,OOO, but
seven per cent. per annum in the meantime to be paid on
preference shares half-yearly ; that £5 per cent. per an-
num interest be paid on original shares upon balance of
original capital ascertained during preceding half-year ;
that original proprietors shall have credit for £65,000 oa