The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1838-06-22 00:00:00

SPECIAL ME! TiNG OP TIIE PIIOPRIETORS QF
THE GitAND JUNCTION RAILWAY.

Y-..sterday at one o'clock7a special general meeting ot• the
proprieto.rs.a the Grand Jariction Railway was held at the Cot-
ton SaleS Room,' in t omplialice with a requisition sighed by 28,
of he shareholders,' irtni corieolyed •` that the appointment of,
a new otli er ou the Grand Junction Railway, at the large
salary of ESOU. per annum, ought'. not to be made without the
proprietors having some. explanation .of-the necessity of it."
• At fine o'clock,. Mr. John Moss, the Chairman of the Board of
Directors, took the chair, and announced that they were called
togetker in consequence of the above requisition. - •
Mr. SWIFT-, the Clerk of the Company having read the requi-
sition, •• • -

Mr. Was. EARLE rose and said, be had mentioned at the last
special meeting that he should take some measures for obtain-.
ing a requisition for calling that meeting together. As he had
been instrumental in so doing, and as the conduct of those who
were advocates of this measure had been adverted to, he should
make a few remarks on the subject. He was not opposed to
the railroad directors, but to their measures. Hedid not think
that any one who advocated thiS measure thought that it would
be detrimental to the concern. Some of its advocates he had
heard' had threatened to resign if opposed. This was really
very silly language. It was like a child who would not eat a
cake because he could not have the whole. Children were ge-
nerally put in a corner for such things; but that was a course
they could not adopt on this occasion. Great pains had been
taken to make the proprietors.believe that any meeting of. this
sort
.would he detrimental to the concern.: tie did not think
that this concern rested on a.ny foundation so flimsy as that, :or
he would not have anything to do with it. He, looked upon it
that-the qualificatious for -a director were not very difficult to
meet with in a great commercial community; and he should be
sorry to pass so severe a censure: on the„rest, of the proprietors,
as if there were not in its body 1.5,0 r 20gentlemen tit to manage
the concern or be directors. He iinagined,l to constitute a di-
rector it was only necessary to have common sense, an aptitude
for business, and above all an unflinching determination
against jobbing. Was it to be supposed that the present direc-
tors were the only ones capable of managing the concern?
They had given seine proofs of fitness, for the road was
in a state of forwardness, otherwise he should have doubted it,
if the explanation given by the directors for the apppintment
after a fortnight's concoction, was the only one they could give.
It might be the truth; he wondered if it was the whole
truth. He
.looked upon it that railroad business was like
every other business, only to be conducted in a straight-
forward manner. He did not see any necessity for secrecy in
these matters. There were some measures which it was not
proper to.divulge to the public, but he looked upon it that dis-
cussions of, this sort were likely to dh a great deal of good to
the railroad. ,Let them come faceto face before one another.
The law recognized that twenty-eight subscribers might call a
meeting aLany.time, and if the directors did not think fit to do
so. to call it themselves. This showed that it was intended be
the,legislatute, that on the most frivolous occasions there should
be no-difficulty in getting a meeting to discuss the measures of
the directors:
,To talk of the injury of such meetings as those.
He hoped the proprietors would always come forward when any
measure likely to be.iujnrious to the concern was brought:For-
ward. He-should, perhaps,--propose a re'solution, if the circular,
sent -round .was all the explanation the, directors bad to offer.
If not, some resolution would, perhaps bp 'came to, which was
agreeable to.. all parties, till `the duties of the intended officer
were defined, and they knew what they were about. The man-
agemeut of the concern was altogether upwards of £12,000
a-year, and be thought they could not be too cautious how they
increased ft.
.Mr. LAWRENCE HEYWORTH said he had listened with mark-
ed attention to what- had fallen from Mr. Earle, in the hope of
hearing something illustrative of his own views of the propriety
of the appointment, hut he was unable to grapple more with the
subject than he had been before. He was sorry that Mr. Earle
had commenced in some measure to implicate the conduct of the.
directors, for he had seen nothing which had, in his opinion,
rendered them deserving of anyttOng but the applause and ap-
probation of all parties concerned. (Applause.) He should
have been glad if
.Mr. Earle haul noted.down. his particular. ob-
jeetions in this respect, and. pointed out those parties of whose
conduct he disapproved: He regretted that such remarks should
be made before the shareholders. If he understood the object
of the appoinlinent in view, he thought:the duties
.of such an
officer most essential to the welfare and Welbeing of the under-
taking;• for, it-was evident, in a eereat undertaking like tbis, the
business of the Secretary being in his office, he could not be
continually on the road, and seeing that all things were going
on as they ought to do. And they were aware tbat an immense
latitude was given for servants unless they had some one conti-
nually overlooking them. A great many purchases were to be
iithcle, and a great deal of coal and coke to be bought, which
would require a supervision to see that nothing was lost; and
he thought that there was great reason that there should be 'a
person continually on the road to see that the number of passen-
gers represented was going on the line, and that no fraud was.
practised. In fact, he was of opinion that, so far from the 000
being lost, it would be saved many times over, and that so far
from being extravagant, it was one of the most economical mea-
sures that could be devised, and one that was -likely to do great
good not only to the company; but to the public at large, who
.would be secured from many accidents thereby, which were now
continually occurring. As there was no specific charge against
the directors, he would not occupy time, but simply move, that
the measure they had proposed be adopted. (Hear.)
Mr. H A RDMAN EARLE expressed his dissent.
The CH AIRMAN said that Mr. Hardinitit'Earle had been at a
meet.ing of the directors and made no remarks on the subjeet.
At the'request of the CHAIRMAN, the CLERK of the company
read the following resolutions appended to the circular con-
veiling the meeting :

GRAND JUNCTION RAILWAY COMMITTEE,

THE. LIVERPOOL STANDARD

.
chair on that occasion, and they subsequently proceeded to
consider this report, and.the result of their unbiased judgment
was, " that it was absolutely, necessary to appoint a clerk."
This was Mr. Sander's proposition.' •','
Mr. SA NDA RS. —I was merely the organ of the board. 'I was
called on to do my duty,
Mr. Li anoraati EARLE continued.—This clerk was to take
on himselT the duties of the Lime-street station office, at pre-
sent performed by Mr. Charley—to attend and be present at
the arrival and departure of the trains; to give answers and see
the conductors and guards, to have the surveillance of all the
coaches and, sheds,—to see that the passengers' .luggage was
taken care of, and to make diligent and immediate enquiry
as to any article that might be mis-sent. It was not thought
necessary that he should go to the top of the tunnel, but in
Cases of emergency, he must be prepared to visit any part of
the line on the order of the treasurer, and his salary was to be
one hundred and fifty pounds a year. That was& determination
the directors came to when left to their unbiased judgments ;
and it was even a doubt on the minds of some of the directors
whether even that was necessary.. The chairman had been
solicited by certain gentlemen to return to the board, and cer-
tain letters had passed between himself and those gentlemen,
which were very muchlike the speech on the address, the one
was the echo of the other, and he could not but believe, now
that those letters emanated from the board, and were not a
spontaneous effusion, because the phiases used were so similar,
and he firmly believed it, was a got up thing. Mr. Moss re-
turned, charged with this measure by Mr. Moseley, and Mr.
Tayleur. To say that an unanimous resolution was come to
upon it was true in words,.but not true in fact, for there Was a
great difference of opinion, though there had been no division.
It appeared to him, that they were to pass the measure to ap-
pease the wrath, and to avow the supremacy of air
.He could see no other reason; for why had the board only the
week before come to a different cOnclUsion to vote £l5O a-vear
for a clerk, and that that was all that was wanted, and then
come to a conclusion that a man at £BOO a-year was Wanted.
As to the delays complained of, the road was now becoming
very regular, and the cause of complaints was getting gradu-
ally removed, and therefore, the less necessity for an office of
this kind. Six of the directors had thought the appointment
unnecessary. and Mr Grant had oppposed it.
Mr. GRANT.—I thought the salary too much.
Mr. H. EARLE continued.—Things went on till the 29th of
May, when a number of proprietors did not think the appoint-
ment necessary, and the day arrived for making the appoint-
ment. He thought it would have been but candid to have
made a statement of what took place at the board on that occa-
sion. It was often asked what this gentleman was to do. Mr.
Hornby had moved .a resolution that, before the appointment
was gone into it was desirable that a sub-committee, be appoint-
ed to ascertain the duties. There were other officers whose
duties, no doubt, would be interfered with, and it was thtnight
that they might cause a rupture between those gentlemen who it
was determined should give up their duties. That motion was
lost, nine voting for and ten against it. He thought nothing
worse was ever done than to vote against such a motion as that.
He accounted for it on the ground that when the duties were
put down on paper there would be presented such a " beggarly
account" of duties for £BOO a year that they could not face the
proprietors with it. (Hear.) That was his firm conviction.
He had obtained the opinion ofone of the first legal authorities,
and that opinion was clear that it was possible to give a gentle-
man other duties than that of treasurer.

Mr. RIGG.—I deny that. I can read an act of parliament
as well as any man in England. (Laughter.l
Mr. H. EARLE.—The opinion 1 have got is better than yours.
At the Liverpool and Manchester board, Mr. Booth, the
treasurer, was appointed under precisely a similar act.
The CHAIRMAN said he had an opinion that Mr. Chorley
could not have additional duties and salary.

Mr. H. EARLS.—Why did they "strain at a gnat and swal-
low a camel?" If they had gone on a little further in the act
they would have found it deprive them of the services of the
chairman—that he was not entitled according to the strict letter
of tha act to a seat at the board, because he held a place of
profit.
The CHAIRMAN.—Are you aware of the opinion taken in the
Liverpool and Manchester board? I assure you if you are of
that opinion your chairman will give no further trouble. He
has been long anxious to get out. (Great applause.)
Mr. H. EA RLE.—That was not a sort of ad captandum appeal
to the proprietors; it was a question of law.
The CHAIRMAN said the opinion of counsel had been• taken
upon this subject, and it was decided that Mr. Moss could sit
there as chairman.

Mr. H. EARLE.—He should not have stated this if the other
clause had not been ostentatiously set forward. It was foreign
to go into the qustion why a banker should not sit at the board ;
but there were many good reasons why Mr. Heyworth had ar-
gued as if they had no road manager at all—as if all things were
left to chance. Was Mr. Heyworth aware that they bad a road
manager and a secretary at that amount?
Mr. It tc-G.-1 deny it. (Loud cries of "Name."
Mr. H. EAGLE.—Mr. Altear. He is the engineer • but in
case of accLents did he not apply himself to remedy them. He
had done his best to lay the whole statement before the proprie-
tors, and whatever they determined on should be cordially sub-
mitted to by him
Mr. RITSON came forward with considerable pain on the pre-
sent occasion. He wished to have an explanation of the word
" jobbing." He did not wish to raise any ill-natured discussion,
but he did think that Mr. Earle could not include him in that
word "jobbing." He really thought, with his good natured
face,it was a slip of the tongue (a laugh.)
r. Wm. EARLE.—Oh, you wish for an answer; I begged to
say that the qualification of the directors should be to resist
every symptom of jobbing. Sir, if you think—t never alluded
to you, but I certainly will never take the cap off anybody if
they choose to wear it. (Cries of "Shame," in which Mr.
Sandars joined.) In what is it a shame ?

Mr. SANDARS.—I am quite sorry.
,Mr. WM. EAItLE.—I gave the gentleman in. the chair credit
for possessing the qualifications I thuught necessary fur a
director.

Mr. RITsoN.—I am before these gentlemen,—(loud ap-
plause)—and hoped to have been addressed by the late mayor
of Liverpool in a more courteous spirit. It is a sort of word
one does not like to he applied even generally. There was
another expression of the bon. gentleman which he •must at
once disclaim as not applying to him—that of threatening to
resign his office. The investigation of this subject must be
somewhat tedious. He was anxious as a director to give them
some explanation, and for that purpose bad taken a number of
extracts from public documents, which he would read to them,
which would give a succinct account and history of the proceed-
ings up to the present time. These documents would show that
this contemplated arrangement of the company was not by any
means a novel idea. There were a great number of persons ap-
pointed on the line with various salaries, but what the directors
aimed at was to have a sort of head for all these people. (Loud
applause.) The hon. gentleman said they had a head, but they
wanted a better head. (Great applause.) He thought they
wanted a different management to have a more complete subor-
dination throughout the officers—(hear)—from the top to the
bottom. He. would have them under a kind of military disci •
pline, not only for the sake of their pockets, but for the security
of passengers.. ( Hear, hear.) And if they talked of resigning
he would'be no party to any direction which did not look first to
the security of passengers. Mr. Ritson then proceeded to read
a number of documents, stating that the chairman complained
that he had more duties than he could fulfil, and that therefore
it was desirable to appoint such an officer as the one
contemplated; this was dated on 3rd of March last, that
Mr. Hardman Earle and he (the chairman) differed on
most points, and that an opposition of a most serious nature
was daily increasing in the board, and that, therefore, he should
withdraw his responsibility, feeling he could be no longer use-
ful. A deputation, of three on the 21st of March, waited on
Mr. Moss, to ascertain his views and wishes, and he had then
recommended the appointment of an active mall, as out-door
manager, and to assist the chairman in the increasing duties,
and he was sure ,the proprietary would not regret assistance
being given to relieve-the chairman from the very arduous
duties of the situation.. On the 22d of March, Mr. Moss' com-
munication was taken into consideration. and it was requested
that he should resume his situation; and it was then deter-
mined that an officer should be appointed to superintend every
department, money excepted. In conformity with that yesolu,
tion, the apointment in question had been determined on. The
duties were not defined, for it was a difficult thing to do at first.
A long desultory conversation ensued, in which it was stated
by Mr. ltitson, that Mr. Stephenson recommended the appoint-
ment, and that an engineer should fill the situation. For want
of a head, two of the principal officers on the line were now at
what was vulgarly railed loggerheads, and it would result pro-
bably in one or both going away. Great concerns like that had
a character to support, and it would be sacrificing that charac-
ter. if, after getting the appointment talked about in the clubs
in London, and after gentlemen had sent in their testimonials,
to alter their minds about the appointment.
Mr. LEWIN Mozst.Er, after strongly expressing his concur-
rence in the proposed appointment, and confidence in the direc-
torship, proposed the following resolution:—" That, while the
proprietors now assembled, maintain their undoubted right to
inquire into the acts and proceedings of the directors, they are,
nevertheless, of opinion, that such interference should be exer-
cised with discretion, and only when called for on the strongest
grounds of necessity."

" That the zeal and activity which the directors of the Grand
junction Railway have hitherto devoted to their important
duties, entitles then? to, the grateful acknowledgments and in-
creased confidence of the proprietary. And the Shareholders in
recording their decided appi oval of the intended appointMent,
called in question by the convening of this meeting, rely most
fully on the directors carrying out with firmness those measures
of policy in the general management which may appear best
calculated to meet and advance the true interests of the
concern."

Phis resolution was seconded by Mr. GL A DSTONE.

Mr. HARDMAN EARLE, in reply, contended that the irre-
gularities and complaints put forward as the ground of the ap-
pointment when inquired into amounted to nothing, and that
the opinion of .Mr. Locke, the engineer, was decidedly
against it.
Mr. SANDARS said one of the duties of the intended officer
would be to keep Mr. Hardman Earle quiet. (A laugh.) Sc
persevering was he in his mischievous industry that he believed
a most efficient officer at that moment had sent in his resigna-
tion, declaring that he would not be interfered with b) Mr.
Hardman Earle.
Mr. HArtnmAtv EAnr.E.-1 deny it:
Mr. SA NDARS.—Then if it has not been sent in, I have heard
that it will.
Mr. H. EARLE.—Naine.
Mr. SANDARS.—Tom Millinge.
Mr. H. EARL—There was a dispute lolltween him and Mr
Altcar, and I told Mr. Millinge that it Wis very wrong in him.
Mr. MOZELEY.—Here is a specimen of the impropriety of
this meeting. (Great confusion.)
Along desultory discussion followed, in which it was con-
tended as highly to be condemned, that members of the board
of directors should personally interfere in the management and

in giving orders without the sanction of the whole board. Mr.
H. Earle avowed his determination to continue to do so, so
long as he should continue to be a director. Mr. Sandars con-
tended that till such an officer was appointed, the direction of
the line would never be carried on harmoniously, and that they
were in had odour with the public on account of irregularities
on the line for want of such an officer.
Mr. Tay um thought it beneath the dignity of a company
like that to be called together to question the conduct of the
directors, as to the appointment of an officer, not so highly paid
as to make it necessary for them to inerfere, after entrusting the
board with the outlay of a million and a half of capital: He re-
gretted much to •ee the disunion which prevailed at the board.
Ile did not think the amount of the salary .half so important as
that the directors should work well together. It seemed to him
that there were two or three persons on the board, on both sides,
of such strong wills that it was impossible they could pull together.
If this continued, the only course for the proprietors at large
would be to call On the. directors to resign en masse—(loud
cries of "hear").—and the sort of :principle of management in
the railway they wished would be seen from the gengemen they
re-elected.
Mr. Wm.es concurred with Mr. Taylor. and if he would not
move a resolution to that effect, he (Mr. Wales) would.
Mr. TA Y LOR declined.
Mr. WALES then moved a resolution to the effect, that the
directors be requested to tender their resignations, with the
exception of the chairman, and deputy, chairman, and that
another meeting should be called in eight days to re-elect such
as they thought fit.
Mr. Coo LAN thought the motion could not be received, as