MEETING OF SHAREHOLDERS

Thames Advertiser, Volume VII, Issue 1889, 12 August 1874, Page 3

MEETING OF SHAREHOLDERS

CITY OP YORK O.M.C. (LIMITED.) An extraordinary meeting of sliaroholders of the City of Yol'lc G.M.O. was held last evening, at the Mechanics' Inslimte. There was a large attendance, nearly all the shares beiut? represented.— Mr Wickham proposed that Mr Wilkinson should take the chair.—Mr Kernick seconded the motion.—Mr Hieks proposed Mr Jiernick.—Mr Wilkinson retired in favour of Mr Kernick, but the latter objecting, Mr Walker proposed Mr J. li. Macdouald to the chair, mid this was seconded by Mr Wilkinson, and carried. — Mr Macdouald said the meeting was called at the request of six shareholders, whoso names were appended to the requisition, and who no doubt held the requisite number of shares. The business for which the meeting was called was twofold. The Chairman then road the business of the meeting from the advertisement. It was " To remove from office any or all of the present directors, and to elect others instead of those removed." The second business was to alter and amend certain rules. He presumed that some of the gentlemen who were instrumental in calling the meeting would favour them with their views on the subject, and inform them why the meeting was called.— Mr Walker, after some delay, said that, as was slated in the advertisement, the meeting was called in the, iirst place to remove the directors from office. Jle was one of those who signed the requisition. In fact, he drew it up, and ho drew it up for the purpose of getting a board of directors to be representatives of the present shareholders, as a majority of those who wereat that time ruling the company were only interested in it to a limited extent. He moved " That all the present directors be removed from office."—Mr dicks seconded the motion, .lie said that three-fifths of the present directory were not in office when the requisition was signed, and in them lie had every faith, but ;not in the'others. —Mr Wilkinson said he would like to hear some explanation of the reasons for bringing forward such a motion.—Mr Walker said that sofiio of the directors were in office when the requisition was signed wlio did not hold the requisite number of shares. He know directors who for days had no

shares, although tliey held office.—Mr Wilkinson said that he should like some better explanation of the object of the meeting, and why the direetors should bo called upon to retire, — Mr Hicks said that he might enlighten the meeting. At the time he signed the requisition the whole of the directors only held 150 shaves. He did not think that was a sufficient interest for men to hold who might make a 2s Gd call 011 the shareholders at any time, or a 5s call if they thought fit.— Mr Wilkinson said that that reason, if it ever existed, could no longer be urged.—Air Brown said that one of Ms reasons for signing the requisition was because, through a sharebrokor Mr Morton, (Mr partner) offered him his shares and his seat in the directory for £35. For that small sum, the sharebroker told him, the influence of the office would be used to get him the seat' in the directory. This meeting was called because the interests of the company hid become of such value that the majority of the shareholders should elect directors of their own choosing. When the requisition was signed a majority of the shares Imd changed hands. The motion could do no harm to the directors if they thought they had done their duty, for if tho feelings of the shareholders were with them they would be re-elected. They were quite justified in calling the meeting in consequence of the enhanced value of their property.— Mr Wickham said that it appeared that all this fuss was with regard to Mr Wilkinson and himself. Tho conveners of the meeting seemed perfectly satisfied with tho directors whom they had chosen, Messrs IL;rniek, Kowe, and Sims. -Mr Walker said he never said so.—Mr Wickhnm said that he (Mr Walker) knew that Mr Kernick was elected a director when the requisition was putin the offieo.—Mr Wnlker slid that he referred to Mr Kernick. Was it likely that he (Vlr Kernick) would sign the requisition if he was on the directory.—Mr Wickham thought Mr Kernick should speak for himself.— The Chairman said the requisition was not signed by Mr Kernick as published. —Mr Hicks said that he would like Mr Kernick and Mr Goldsworthy to tell why they had withdrawn their names from the requisition after having signed it.— VI r Kowo said that the discussion was entirely out of place. The first part of the business for which those who signed the requisition got up the meeting was totally out of the question. They could not remove the directors. Boh re doing so they must alter the rales. The present directors could not bi removed until the rules were altered. He would appeal to the Chairman on this point. The first businass of the meeting must therefore fall to the ground. (Cheers.) -The Cnairman said he would say at once that any person may propose, and the meeting may adopt any resolutiou regarding the directors, It was only his duty to record the resolution of the meeting, and before ho volun' teered any opinion he might say that h( came prepared with an opinion, but he would simply do his dutj as Chairman of the meeting. Hi had formed an opinion upon this point, and if the meeting chose thej might take it and he would give it.—Mi Sims said that it would save time if tliej knew from the Chairman whether if tin resolution was passed it would be of anj use. If it was of no use there was n< use in then discussing it.—Mr Horsbrugl seconded the proposal that they shoulc have the Chairman's opinion on thf subject. Mr Walker said that heals< should like to have the I'hairman'i opinion, and would value it very much.The Chairman said that he had searchec through tho rules, and he failed to se< anythiug to warrant the proceedint which, they were now taking. It was no in the power of au extraordinary meeting to removo the directors. He did not se< any rule to justify it. (Cheers.)—M Wickham proposed that the meetin; adjourn to some future day.—Mr Walke said that he would stick to his origina , resolution.—Mr Hicks referred the Chair , man to the 21st rule.—l he Cliairma : read the rule, and said that it only pre , vided that a certain number of share [ holders could call an extraordinary meet ing, but left them quite abroad as to wha , should be done at that meeting, and let \ the,, question of whether the meetin. p was qualified to transact, discuss, o dispose of the business specified j He had gono carefully through tli rules, and in this section he coul j see that a discrepancy with the Act ex „ isted which was fatal to the rule itsel He merely mentioned this fact to sho> the meeting that lie had gone earefull through the rules.—Mr Kowe said tha • he quite disapproved of the policy ( those who had brought on this motioi the necessity for which had nob occurret Had it occurred some time ago tlier " might liavo been some propriety iu i s (Mr Walker: That was when you di: . posed of your shares.) He said that tli , parties seeking this change were doings - for their otvn purposes. (Cheers.)-Al . Brown denied this. (Vlr Hicks said li v did not think the meeting eared what M - Kowe thought.) He would say th a meeting had taken placo out of lime, an was brought about from very selfish au i- narrow-minded motives (hear), and tl :, object of seeking the removal of the offii - to Auckland—Mr Hicks interrupt d lie said tho—rcmoral—of—the offli !• had not been mentioned. It wi s tho removal of the directors.—Tl d Chairman said that Mr Jiowo ougl r to couline himself to facts, and allow tl e meeting to draw their own inferences.e Mr Kowe said that he was never afraid I e meet men faco to*face. He had said m ,s thing of this outside, but ho _ now sai 11 unhesitatingly, and said again, that it narrow ring was formed by a few m< e seeking to prostitute the interests of tl d company to their own purposes, and )f more degraded movement than this- 1 u had never seen. (Cheers.)—Mr Hicks n Name.—Mr Kowe said he was not afrai i- to mention names. It was he (Hicks - Walker, Brown, and Bleazird, who wei t, working to forward their own purpose e but they would not be allowed to do s ,o He did not hesitate to tell them to the is faces that they had been buying and sel i. ing, and trading, and wanted to buy, sel p and trade, and wanted to keep the mil )f within their own power, and th 3- was the secret of the whole thing.—iV ,o Hicks: Do you not buy, sell, and trade.■e Mr Kowe said no. He had allowed hi t. (Mr Hielcs) to buy and sell, and ho wi •s now sorry for it. Ho knew that they Iu ;s been working for their own purposes, at it it was the duty of tho shareholders to r y sist them —(cheers) —and do all they cou j- to prevent them from doing , what tlu ic were endeavouring to do. Air Walk, s. had come to him and told him that Ji ;o Wilson wished tho office removed.' i- Auckland. . That was doae for a sold a motive, and ho would bo no party to sui of transactions. Ho knew them and tl ie people here more thoroughly than tlx Id thought, and he could tell them th lo honesty had been cast to the winds foe to ong time. -Mr Brown said that ho ga'

the lie direct to Mr -'{oaVs sfatt-ineut that they had signed the requisition from the motives imputed. Mr Howe had asked him to go into a bulling and hearing ring.—Mr Rowe said that was a wicked lie, and that he was ashamed of i him (Mr Brown) (Interruption.)--The ; Chairman said that Mr Howe was iu ' order in adverting to the policy which dictated the motion. So far he did not \ exceed his liberty, but for one to tell another that he was a liar and branch \ into references to nefarious transactions . not connected with this meeting, exceeded the latitude which he could allow. '1 he ' business before the mveiing was Mr , Walker's "jotion, and that led Mr iiowe , to speak as to its policy. — vlr Rowe said that all he had to say was that the meeting had no power to remove the directors,, and the directors would ml be removed. ThesimpleadoptionofthatresolntioHwould ' only serve to involve the company in law expenses. He might tell them that under the circumstances he would no more retire until he had spent his last .shilling than he would be hung by the neck. —Mr Korsburgli said that they were departing from a rule which one of the parti's who called the meeting had stated to him. Their object, lie said, was to remove the directors in order to have unity and avoid quarrels. I'liey were now drifting into a way to make quarrels He did not think the meeting would entertain the motion, for when the requi- '. sition was got up and proxies given it was for the purpose of removing other directors than those now in olli::e, Granting that the people who gave those '. proxies may have a wish to remove that i directory, or a portion of it, that was i not the present directory. He would i therefore move as an amendment that they do nut adopt any action for the removal of the directors. He grounded i his opinion, in making this motion, upon the opinion of the Chairman and, in acting contrary to legal advice they only borrowed trouble for themselves, if the directors were to be removed it must be by other means.—Mr Waker said he had a few proxies. If any of them were dated prior to the accession of Messrs iiowe and iieruick, he would be willing to put them a>idc, but having now put his hanl 10 the ply ugh he would not turn back.—Air Aicken seconde I the amendment.-Mr Hicks asked"' Mr Kowe to recall what he had said in regard to the ring. He ought not to have said so, but if he did not recall it he might stick to what he said.-Mr Kowe declined.-Mr Walker asked what this ring had bei-n guilty of. It was, he though, nothing illegitimate. If buying as cheaply as he could, aud selling as dearly as he could, was what was referred o, lie musi plead '< guilty. Beyond that he had not gone,; and did not kuow what the ring was guilty of further. -» discussion ensued, after whieh vlr Brown suid tint lv was notjin any ring, he never bought or sold shares. He spoke beciuse motiv.-s had been imputed to him -le was an original shareholder in the \l H knew nothing of any ring, and ijave an emphatic denial to the imputation of interested motives in signing the requisition, aud he challenged Mr Rowe to prove it. (Interruption.) He said they had a perfect right to call the meeting if they held the requisite number of shares, andt) call upon the.directors to resign if j they were within Hie law. He did think they ought to take the sense of the meeting and see whether the directors had the voice of the shareholders. If not, they ought to retire with a good'grace.- If they had the good of the company at heart, they would submit to the test. - Mr Mms said that he would retire at once. His only desire was to see the business of the company carried on honestly, but as for being forced to retire, he would not retire except the meeting was able to maue him do so. I hen he would retire because he must. (After another interruption by Mr Hicks, who said that Mr Sims ; was one of those who declined to ■ retire. Mr Sims went on to say that his . election was quite legitimate and quite in • order. A vacancy had occurred in the i board, and the directors were empowered - to elect another qualified share udder.— • The Chairman said that vlr m-ds was a . director de facto. I here was no getting ; away from thai-—Mr Brodio suggested , that as there appeared to be no objection ; to the, others,, -iessrs Wilkinson ami • Wickham should retire, and allow Messrs , Walker and Hicks to be elected in their ' stead. (Laughter)-Mr Wa'kerdeclined. | An aspersion had been cast upon that , poor ring, and until it was cleared oif- ; until it was either convicted or acquitted r -he could take uo part in the manager meut of the company.— Phe Chairman t then put the amendment to the meeting, f It was carried on the show of liaads by , 17 to 5. -Mr Hicks demanded a poll. - , After some further discussion regarding ; tlte legality of the proceedings] a poll *as . taken, at. the close of widen 1 lie (Jtiair- . man declared the amendment carried by a 3 majority of 15 votes. Mr Hicks deD mauded ascru'iny of the prnxi'S, which r was grauted (vlessrs Wilkinson and « Horsbrugh being appointed scruti ieers), r but after it had proceeded some tune it s was intimated that all tne proxies for the 1 amendment were formal and a number 1 against it informal, but the majority e being in favor of tho amendment no e stricter scrutiny was ueeessary, and the I. Chairman declare I the amendment ij" TJhrricd-bf anmjorlty-of voters and a s majority of shares.-The next business e of. the meeting was the alteration of rules, t —Mr Walker proposed that rule 1 be e altered to make the qualification of a - director 100 shares instead of 25.—Mr 0 Hicks seconded the motiod. Mr Hors- - brugh moved as an amendment that 50 be 1 substituted. Mr Walker withdrew his a motion, and adopted Mr Horsbrugh's n Messrs Kowe and vVickham onjeetrd to e the alteration as being uhn cessary, an i a that no sufficient reison hat he-n shown e for making it. the obj -o r i <n to rule 5 : was withdrawn by the conveners of tini meeting, through Vlr Walker. Motion i, agreed to. Rule 8 wa< also amended ace cordingly. In regard to rule 19, which i, gave the manager of the company, if disi. c or suspended by the directors, r power of appeal to the shareholders of the i- company, a long discussion ensued, vlr 1, Walker proposed 'h*t the rule e should be altered to give the direc,t tors absolute power to discharge tne r mauager without ■ reference to an - extraordinary meeting, —Mr Rowe u strongly, opposed the alteration. He cons ddered the rule which ailo.ml'ihe inanail to appeal from the directors to the il shareholders their sifegiuni. Messis • -Vilkinson and Hoi'brugii als-< opposed cl tue alteration -tho rule as it- stood n-as- a \ vise and go >d one. Altera lengthened i discission the tuotbn was lost —Mr i talker then proposed that rule 21 shoul-i (• le altered, making it requisite that the shareholders empowered to call «n .extrah ordinary meeting should hold 1,000 shares instead of 500. The resolution was carried, y Rules 23 and 'M were altered in a similar it manner, by substituting 1,000 for 500.— a A vote of thanks to the Chairman' tere fflinatod the mooting. ' *'' -"'

raw—«i. i:'Oi'.!CK OOIJI\-l.—ifiarmiDiV. (Before W. I'raser, Esq., It. 11.) Drunkenness. — .Richard Lloyd was charged with having been drunk and incapable in Albert-street, Graham* town. He pleaded guilty, and was fined 10s, or in default 24 hours' imprisonment.—Wm. , Hamilton was charged with.,having been drunk and disorderly in Abraham-street, Grahamstown.—Pined 20s, or in default 43 hours' imprisonment.—Alexander I). C. Potterton was also charged with having been drunk and disorderly in Albertstreet. He forfeited bail. Lauckny.—John Donovan, a lad about 13 years of age, was charged that he did feloniously steal, take, aud carry away, in April last, from a boat at Grahamstown, a pair of rowlocks, value 2s 6.1, the property of John Bell. He pleaded not guilty.—The case was remanded for a week, in consequence of the absence of the prosecutor.

WARDEN'S COURT.-Yestebday. (Before \V. I'UASBR, Esq., E.lt., Warden). Gkokge miitb v James mswaetvand Other's.-The plaiut m this case-..-.was breach of a tribute agreement .''entered into between the plaintiff and the defendants, the shareholders'of the Queen of Beamy Claim, in consequence of which. t the plaintiJf claimed damages.—Mr Mac- • - donald asked to have this and the fol- ' lowiug case adjourned until to-morrow.— The eases were adjourned. Thomas , and Others ,v. George Smith.— his was a claim lor'having unlawfully removed and convened to his, o»vii use a large quantity of gold from certain portions of the Qiieen of Beauty claim or licensed holding. '''%' ■ ii&l(Hli "MILE Ij-.M.'.;. AND OtHEES T. W. Thomas and Othbks.—This was a claim fur drainage, which:was adjourned for a fortnight. A number of other cases of a like nature were further .adjourned. '.-'.' V,