The Liverpool Standard and General Commercial Advertiser.
Liverpool, Merseyside, England, 1842-04-12 00:00:00

CHESTER AND BIRKENHEAD RAILWAY,

The half-yearly general meeting of the proprietors and
shareholders in the Chester and Birkenhead Railway was
held on Saturday, in the Clarendon-rooms, South John-
street. The circular issued by the directors to the share-
holders, calling this meeting, stated that no business would
be transacted, but the meeting would be adjourned to the
14th of July. William Dixon, Esq., chairman of the direc-
tors, presided.
The CHAIRMAN opened the proceedings by observing that
the only business to be transacted would be to propose a►i
adjournment. The circular by which the meeting had been
convened stated that the directors called the proprietors to-
gether in conformity with the act of parliament ; but it was
desirable that an adjournment should be made to the 14th of
July.
Mr. HARDMAN enquired whether a legal opinion had been
taken to" ascertain whether the proposed adjournment was
legal and correct according to the act of parliament ?
The CHAIRMAN said it had been proposed under the direc-
n of the Law-clerk.

Mr. HARDMAN asked the Law-ch:
a legal adjourninent ?
Mr. MALLABY (the Law-clerk
Mr. HARDMAN.—IS it your opinion tt
went is legal for all purposes?
Mr. MALLABY.—Yes, for all purposes
Mr. HARDMAN.—Under what clause in the act of parlia-
ment is it legal?

whether it would be

—Yes, certainly

such an adjourn-

Mr. MALLABY replied that it was not necessary there
should be any clause in the act of parliament to make the
adjournment legal. Every general meeting had, incidentally
with its creation, a power of adjournment within itself, to
such a time as might be thought proper, so that it was not
adjourned to a period beyond that at which the next general
meeting appointed by law should be held. Hence they could
not adjourn this meeting beyond the period for holding the
next in October, but they might adjourn it to any intervening
period.
Mr. HARDMAN then begged to be allowed to ask another
question, and that was, whether this was the same as other
general meetings? It was a regular and legal half-yearly
general meeting, but convened under the authority of a spe-
cial clause [clause 132] in the act of parliament, which ap-
pointed a meeting to be held in March, 1842, expressly for
certain purposes which were therein specified ; and one of
those purposes most clearly was that the proprietors should
then and there proceed to the election of directors, in the
place of those who by law went out by rotation in due course.
This therefore he apprehended was not an ordinary general
meeting, but one which was expressly stated in the act of
parliament.
Mr. ATALLABY was aware of that. The election of direc-
tors in the place of those retiring became, by the act of par-
liament, part of the business of that general meeting.
Mr HARDMAN repeated his question, whether a meeting
so taking place, could legally be adjourned ?
Mr. MALLABY replied that there was no doubt of it; and
he read the 132 d clause, which provides that the primary di-
rectors of the company shall go out of office this month, and
cease to be directors. He asked Mr. Hardman whether that
was the clause to which he alluded ?
Mr. HARDMAN replied in the affirmative, and called the
attention of the Law-clerk to the words " cease and go out,
and their places be supplied," &c., at the general meeting to
be held in March, 1842. If, however, it was the legal opinion
of the Law-clerk that this meeting had power to adjourn
without making the appointments named in the clause, he
had no more to say.
Mr. MALLABY.—That is my opinion.
Mr. HARDMAN.—I have had no leisure since I returned
from London to take a legal opinion on the question, there-
fore I am not prepared to say it is not so.
Mr. MALLABY might as well mention at once, and Mr.
Hardman would see the propriety of it, that an original meet-
ing, whatever it might be, and an adjournment of it, were
precisely the same as one meeting. The effect of this was,
that any proceedings which might take place at the adjourned
meeting were just as legal as if they had taken place at the
original meeting.
Mr. HARDMAN said, that was very likely, and he did not
doubt it. He understood, then, that the object, at present,
of the adjournment was to postpone the business which
should have been transacted in March till the 14th of July,
in the meantime leaving the proprietors and shareholders in
utter ignorance, and in darkness as to the state of their affairs
for a period of three months and a half. (Hear, hear, hear.)
He trusted he might be allowed to read the paper which he
held in his hand. He was there as the representative of the
shareholders in the south of England ; and in the first in-
stance, he must not be understood as speaking in his own
behalf as one of the proprietors. He had made the paper
which he proposed to read as succinct as possible, and he had
condensed as much as possible the opinions of those absentees
whom he represented.
Mr. JAMES MULLENEUX begged to interrupt Mr. Hard-
man. He believed there was no question before the meeting
at this moment, and perhaps it would be more regular, there-
fore, if he at once moved that this meeting do adjourn till
the 14th of July next. He had reason to know that there
were difficulties, concerning the accounts, in the way of pro-
proceeding, at this particular moment; and under all the
circumstances, he thought it most desirable, for the interests
of the company, that time should be given to the directors.
For this reason he begged to move the adjournment.
Mr. WILFPN seconded the motion.
Mr. HEALING asked what specific reason could be assigned
for the adjournment?
The CHAIRMAN replied that it was the opinion of the
directors, that, in future, their general meetings should be
held at a period shortly after the making up of the accounts,
say on the 30th June and 31st December: and as the ac-
counts in the hands of the late treasurer required explana-
tion, this was also a stronger reason for asking for an
adjournment,—to enable them to be correctly stated to the
proprietors.
Mr. HEALING.—That is the reason, is it ?
The CHAIRMAN.—The accounts will be made up to the
30th June, and it is proposed to hold the adjourned meeting
on the 14th July.
Mr. JAMES LAWRENCE said, the real reason was, that
the directors could not produce their accounts. The late
treasurer was in such a state of health that the directors had
not been able to see him once; and until the adjourned meet-
ing, they could give no information to the shareholders for
want of the books. The treasurer was in such a state of
health that they could not obtain any explanation from him.
It was much against the will of the directors to propose an
adjournment •, but they could not help it, otherwise they
should have been glad to give any explanation in their power
as to the accounts. .

M—
r.-.
HEALING said if adequate reasons were assigned for
an adjournment of the meeting, he should not oppose the
motion,_ ,

Mr. HARDMAN.—How long has your new secretary and
treasurer, Mr. Wilcox, been appointed ?
The CHAIRMAN.—About two months.
Mr. HARDMAN said that the directors having had a trea-
surer and secretary (who, he presumed, was in the nature of
a book-keeper) for that purpose, they surely ought to have
had their books properly kept. He was not particularly con-
versant with railway book-keeping, but he should think, from
what he did know of it, that the books of a concern like this
might be made up in a period of two months, at the most. In
addition to the new treasurer and secretary, the directors had
employed a new accountant, who was an experienced man of
business. He was also to be employed in checking the books,
and he understood from this gentleman, as they were toge-
ther passing by the railway the other night, that the accounts
would all be ready in the course of next week. He (Mr.
Hardman) wished to know from this gentleman when the
meeting was likely to take place, and he replied, " for my
part I have given the directors to understand that I shall be
ready next week." He was satisfied that every one who
knew Mr. Fry, for he was the accountant, would think that
he was competent to give an opinion on the subject ; yet now,
at the eleventh hour, the proprietors were told by circular,
which only reached hini on Friday last, that the accounts
were not ready because Mr. James was laid up. The fact of
Mr. James being ill was well known ; but it was to be pre-
sumed that the new secretary found all his books in good
order, and, if they were not, certainly two months appeared
long enough to make them up, wnen it was considered that
they were kept according to printed forms. The shareholders
were totally in the dark as to the reason of all this, and,
therefore, he did not admit the reasons assigned at the bottom
of the circular to be a valid and just cause for the adjourn-
ment of this meeting.
The CHAIRMAN said the books and accounts in the hands
of the late treasurer required explanation, which the present
treasurer (Mr. Wilcox) had not been able to obtain, in con-
sequence of the long and severe illness of Mr. James ; but
us he was now much better, there was no doubt a full and
satisfactory statement would be produced for the directors.
Mr. JACKSON said that, in order to be prepared for any
questions of this sort which might arise, he had been that
morning (Saturday) to see Mr. James. For eighteen weeks
he had not been able to get off his back, for seven weeks he
was not allowed to speak ; but he had assured him (Mr.
Jackson), on the faith of a man who was just rising from a
sick bed, that after having taken an excursion for a few days
as his medical adviser recommended, lie would come down
and rectify any account which might want it, so that there
should not be one farthing wrong.
Mr. HARDMAN.—In a few days, you say?
Mr. JACKSON.—Yes, in a few days. For weeks he has
not been allowed to speak or to point a step ; but he assured
me that he is determined to come down fully prepared to sa-
tisfy the most minute enquiry.
Mr. HARDMAN.—I am glad of it.
Mr. ABBOTT.—Have all these irregularities taken place
since the last statement of the accounts were presented ?
The CHAIRMAN.—I believe they have not ; they have
arisen in consequence of the accounts not being posted pre-

viously _
Mr. ABBOTT said, on that as well as on all previous occa-
sions the accounts laid before the shareholders purported to
have been audited by a gentleman from Manchester ; and it
seemed exceedingly strange, if all were correct then, how the
affairs of a small company like this could have got into such
inextricable confusion in the course of three months. What
meant the statement made by one of the directors about
bringing down the accounts up to the time of that meeting—
that was, up to within three months of the end of the year?
It must be presumed, however, that the accounts were cor-
rect ; but, if they were not, he would ask how had it been
possible for the affairs of the company to get into such a
state, when they had eight or ten directors (he did not
know how many) with a secretary and treasurer to look after
them ? The shareholders could not tell what position they
were in. Indeed, he thought theirs a most extraordinary
situation for any company to be.placed in.
The CHAIRMAN.—That course the directors have adopted
from the commencement, by calling in a gentleman from
Manchester to audit the accounts with Mr. James ; and I
have reason to believe that the statement then drawn up is
not a correct one. Therefore we are desirous of having all
the accounts placed before the proprietors in their real form,
and it is on this account we are desirous of having the meet-
ing adjourned.
Mr. MULLENEUX.—Perhaps you will state that before the
time which has been named you cannot be prepared to give
them. If you cannot, it is a waste of time to pursue the
subject further.
The CHAIRMAN.—We cannot.
Mr. JAMES LAwitEscE said, still the question of Mr.
Abbott ought to be answered. It was not known when the
irregularity began. The shareholders wanted to get that in-
formation, and it ought to be given.
Mr. MULLENE U X.—That can lead to no result, and it ap-
pears to me a perfect waste of time to go on with questions
which cannot be answered. I, therefore, press my motion
for adjournment.
The CHAIRMAN then put the motion, and it was carried.
Mr. ABBOTT, before the meeting adjourned, suggested that
a list of those shareholders who were eligible to serve the
office of director should be printed and circulated among the
proprietors ten days before the adjourned meeting.
The CHAIRMAN replied, that a resolution to the same
effect had been passed at the last meeting, and it would be
attended to.
Mr. HARDMAN begged to tender to the chairman his dis-
sent and protest against the adjournment of this meeting
from the purposes for which it had been legally appointed
and as they were not willing to hear his sentiments upon it,
be begged to say that he should make them known through
another channel. He should serve the law clerk of this com-
pany with his reasons for dissenting from
and protesting
against the adjournment, and he begged that they might be
recorded upon the book of proceedings.
Mr. MALL ABY said he should decline to do so, as they
could not appear on the proceedings.