THE GEAR MEAT PRESERVING AND FREEZING COMPANY OF NEW ZEALAND.

Evening Post, Volume XXVI, Issue 15, 18 July 1883, Page 5 (Supplement)

THE GEAR MEAT PRESERVING AND FREEZING COMPANY OF NE W ZEALAND.

An extraordinary general meeting of the shareholders of this company was held at the Chamber of Commerce on Monday afternoon for the purpose of passing certain resolutions in reference to the alteration of the rule 3, and hearing a statement in reference to the operations of the company during the past Bix months. There was a largo attendance of shareholders. Mr. John Duthie, chairman of directors, occupied the chair. The Chairman said that the Board of Directors had much pleasure in meeting the shareholders at the present stage of the company's operations for the purpose of giving them some idea of the extent of work carried on during the past six months. Thecompany's business was of so considerable a character that the directors had deemed it wise to lay before the shareholders certain information respecting the progress of the operations that had been carried on during the past six months, and this was one of the reasons why the meeting had been convened. As all present were awaro, the company commenced business in December last, and had thereforo been in operation about six months. Some timo after starting, several of the shareholders considered it advisablo that a meeting should be held to consider the propriety of altering the rules, and the shareholders would have been called together to discuss tho matter had not the gentlemen in question been induced to postpone the consideration until the present. Tho directors were indebted to those shareholders for their courtesy, and desired now to acknowledge it. In ordor that the shareholders might be made more acquainted with tho position of the company's finances, a balance-sheet was prepared some time ago and distributed amongst those entitled to receive them. That balance-sheet had beon carefully prepared, and would, he thought, be clear to all ; but if any shnroholdor desired an explanation on any point he (Mr. Duthie) would be most happy to afford it. As some misapprehension appeared to exist in regard to the amount of outstanding debts he might explain that a large portion of the amount, .£11,788, had been owing to the business of Messra. Gear and Beale, and when tho works were taken over by the company the debts wero also purchased. Messrs. Gear and Beale had entered into an arrangement with the company to compensate them against any loss they might sustain on this head, and shareholders, therefore, need have little fear that the company would lose by the transaction.. He would not go through the balance-sheet at present, but at a later stage of the meeting he might be able to deal with the various items at length. The business of the company had been progressive since the directors took charge, and was now in a satisfactory condition. There were three shops in town and one at Petone, and each of them carried on a good business. The custom in regard to these establishments, as many shareholders present were doubtless aware, was to supply them with meat, and to take back all that remained unsold at night, this residue being sent to tho Preserving Works, where it was canned. By this means there was no waste, and tho arrangement was found to act satisfactorily to all parties. This branch of the business was bound to increase. The directors found those shops valuable adjuncts to the business, and as the results wero satisfactory, it was to be hoped that tho number would inoroase. The Preserving Works had been in full operation, and no difficulty had been experienced in disposing of the goods manufactured therein. Shipments of proserved meats were sold without any trouble, and so much were they appreciated that, by last advices, three shipments had been disposed of ere they reached their destination, and at prices which were considered very satisfactory. Notwithstanding the competition which the company had to contend against, the trade wasjinoreasing, and there was every prospect that it would develop still more. The goods manufactured by the comi I'^y1 '^y found a ready sale throughout the oc:ony, Australia, Fiji, as well as in India, and there was no doubt that when their excellence became known the consumption would greatly increase. There was a great demand for the meats wherever they had been introduced, and it appeared as though no other came up to them. In order to show the extent of the operations that had been carried on during the past six months, he might mention that np to tho Ist of last month the number of cattle killed at the slaughterhouses was 2072. During that period 328 calves, 62,180 sheep, 2817 lambs, and 769 pigs were also slaughtered. This was a very large amount of stock. The export trade had been satisfactory. Casks of tallow to the number of 2753 (940 tons) had been sent away, and in addition there had been 10,547 cases of meat, 65 tierces of beef, and about 60 tons of bones, hoofs, &c. The profit, as would be seen from the balance-sheet, had beon in round figures .£5380. This might appear to be large, but he would like to point cut to the shareholders that it was after all not a very extravagant return upon the business that had been done. The soles had brought in the sum of .£73.334. bo that the profit to the company had ouly been at the rate of 7i per cent, on the sales. A great deal had been said outside about the company having a monopoly of the business, and as there were some apprehensions over this, these figures would show the shareholders that there was no truth in what was said. As a manufacturing company, they were entitled to a profit on the cost of preserving as well as on the cost of stock. If the average cost of a sheep was taken, viz., 12s 6d. according to tho rate which he had quoted the profit to the ■oompany would be only Hid on each head, which was very small. Following on to bullocks, tho average price of one of which was £8, the company had made a profit of only 12s. The company could look stockowners in the face and say that they had given a fair price for the stock, and could truthfully deny all the accusations that had been ma'do regarding the possession of a monopoly in this matter. Shareholders were doubtless aware that the directors had ordered refrigerating apparatus from England. The directors had taken this step after mature consideration. They were of opinion that a large portion of the stock which now went through the preserving works would pay better if frozen, and that was why they nod decided to send to England for a refrigerating apparatus, which was expocted to arrive here in September next. Tho season commenced about December, so that there was every reason to expect the machinery would be in working order by -that month. The addition of snch a branch would not, in the opinion of tho directors, intorfere with the preserving portion of tho business, as it was considered that a large quantity of moat would not pay to freeze, and, in fact^ both works could be run together at a satisfactory result to the shareholders. Tho directors had no fear thatthoy could not find profitable employment for both plants, and they furthermore looked forward to the time when they would bs able to do the country good service, and increase the profits of the company by still further extending operations. As many of the shareholders were aware, a consignment of beef was sent to London by the Lady Jocolyn by another firm, and 4Jd per lb realised, which meant a loss. The Gear Meat Company had forwarded a quantity of joints, and a price which had boen considered satisfactory had been obtained. Hitherto the export of frozen beef had been much lower ■than that of mutton, but the Direotors were of opinion that when they got the refrigerating plant to work they would be able to export a considerable quantity of beef. The West Coast was capable of supplying a great quantity of live stock for this purpose. Samples of salt beef had been sent to the Admiralty to London, and also to the Mauritius, as well as to Tasmania, and it was the opinion of the Directors that a good trade in that article could be opened np with those places. They had good hopes that they would be able to develop this branch with the same success which had attended Mr. Gear in

regard to the othor branches of the business, thus greatly assisting cattle-owners as well as sheep-farmers. It was a moot point whether it would not be necessary to add to tho works at Petone. Last season it was found necessary to work shifts to get through the amount of work which was required to be performed. The question of freezing meat had received a considerable amount of attention at the hands of the directors, and a great deal of correspondence on the subject had passed between them and various factories. The manager of the Eefrigerating Works at Orange, New South Wales, Mr. Heaton, had supplied the directors with most valuable information on the subject, and from other sources particulars had been obtained. The result of the deliberations on the matter was that the directors considered it would bo their best plan to use a hulk for the operations about to be started. They had not yet purchased a suitable vessel. Taking the cost of fitting up the Fenstauton at Dunedin for the same purpose as a guide, the expense would not amount to a very large sum. The hulk would be taken alongside every ship which was selected to take Home frozen meat. The cargo could be transhipped without much trouble, and there would be no unnecessary handling of the carcases. With the extension of the railway to Napier and Taranaki, the greater part of the stock in those districts will come to Wellington for shipment, and such being tho case there could be no doubt that the company would benefit by such a concentration of the export trade. In the evening paper of Saturday there was a paragraph to the effect that one of the small steamers was about to be fitted up for the conveyance of meat from some of the neighbouring ports. Such a thing was, he was afraid, impracticable. The tract of grazing country which possessed this port for an outlet was the finest in the colony, and there was a bright future before the the shareholders. There was another feature about the company, looking at in the light of a local industry, which should not bo passed over. The amount expended in wages and tradesmen's accounts during the past six months was ,£9041 ; freight and cartage, £4720 ; casks and cases, £1464 ; coal and gas, £540 ; horse-feed and grazing, £477 ; printing and stationery, £220 ; insurances, £590 ; and other amounts ; and when it was considered that the whole expenditure of the company was purely local, people would realise that it was an important factor in the prosperity of the city and district, and was therefore entitled to some consideration from the general public. He believed there was not a more extensive business of the kind in the colony. No private person or small company would be able to achieve such success, and the stock-owners were indebted to the Gear Company for what they had done. The directors had beon ably supported by the managing directors, and the Board wero certainly indebted to Messrs. Gear and Beale for the assistance which they had rendered. Mr. Gear, who possessed great judgment, had most cordially given his support during the past six months, and a good deal of tho success of the past half-year's operations was due to his and his partner's assistance. The dividend of 12J per cent, which had been declared by the directors would be payable at the company's office on Monday next. The Chairman then proceeded to deal with a number of resolutions relative to additions and alterations to the Articles of Association. The first ono was by Mr. Didsbury, and was in the direction of providing that the retiring directors shall not be eligible for re-election. Mr. Duthie said that the directors agreed in asking the meeting to reject the resolution. If the shareholders would look at the Articles of Association they would see that the whole of the directors would retire at the end of the year. According to the resolution now before the meeting none of the directors would be eligible for re-election, and Mr. Gear, the managing director of the Board, would, therefore, be prevented from continuing his connection with the company. The success of the business at present depended on that gentleman's assistance, and it would, therefore, be absurd to prevent him from sitting. All the other members of the Board were quite new to the business, and they were only now getting competent to exercise proper control, but if the resolution were passed, they also would be put on the shelf, and their places taken by men who would require to serve a similar apprenticeship before they could be of any service. He considered the idea of the fratner of the motion a most suicidal one, and he trusted the meeting would not be so foolish as to pass the resolution. Whilst he was on the subject, ho would like to say a word or two in reference to the doings of some of the shareholders. A short time ago Mr. Didsbury called a private meeting of a section of the shareholders to discuss various matters. This was the second gathering of the kind called by the same gentleman, who had never taken the trouble to call upon the directors to ask for an explanation upon any point which he could not understand. This was conduct which wob not expected from a shareholder in Mr. Didsbury's position, and could not be defended. They were all partners together, and they were entitled to loyalty one to another. Such caucus meetings as those he had referred to were calculated to create distrust, and no shareholder should take such action without having good grounds for so doing. If the shareholders were dissatisfied with the way in which the directors were manngin? the business, let them say so, and the Board would at once resign. They were quite prepared to resign in a body, or if there was an objection to any particular member the latter would not sit on the Board longer than ho could help. Letany accusations any section of the shareholders had to make be straightforward. The directors had nothing to conceal. They hnd done their best, and wishod this matter laid bare ; if not, then they desired to obtain the cordial support of the shareholders. (Hear, hear.) The consideration of the resolution was postponed until a later stage of tho meeting. A series of resolutions, proposed by the directors, were then considered. The first, which was moved by the Chairman, was in reference to the omission of the following words from Clause 26 -.— " With the sanction of the company, previously given in general meeting." The second was also moved by the Chairman, and was in the direction of adding the following paragraph to Clause 29 : — " Whenever application shall be made for the issue of a share warrant, the applicant shall, at the time of snch application, pay to the company the stamp duty, which, by any law for the time being in force, shall be charged upon such share warrant." The motion was passed without discussion. The resolution was seconded by Mr. J. S. M. Thompson. Mr. Maxwell said he would like to make a few remarks on the subject before the meeting. It seemed to him that if this resolution were passed the directors would be given too much power. If the powers to be given them were specified he could not imagine that there would be any difficulty : but to give them unlimited powers was hardly right. To his mind the resolution gave the directors power to convert the shares of some of the shareholders, which was a power they should not possess. He would like to be specifically informed on this point. The Chairman said the resolution was almost a formal one, as the directors now only proposed to call up a portion of the capital, and there would be hardly any paid-up shares to be affected by the resolution. A Voice — Are there no paid-up shares. What about Messrs. Gear and Beale ? Chairman — Oh yes; Messrs. Gear and Beale possess paid-up shares: bnt shore warrants have been issued to them. A Voice— Supposing they sell out, what then? Tho Chairman replied that every shareholder who had paid-up shares could avail himself of the powers which were sought to be given to the directors. Mr. Didsbury said be understood that some of those warrants had been already issued. If so, the Articles of Association had been

I contravened, and an explanation was due to the shareholders as to why this had been done. In reply to a question, the Chairman mentioned that the idea of the directors was to allow other shareholders beside? those mentioned to secure warrants, provided the conditions had been already complied with. Mr. Didsbury really thought an explanation should be made as to why the warrants had been issued in contravention of clause GO. Replying to a shareholder, Sir. Duthie stated that six warrants had been i=sued. Mr. Didsbury said an illegal act had clearly been done in issuing these warrants, and he presumed the reason why the directors were so anxious to have this paragraph inserted in the rules was that their action might be eulogised. Mr. Stafford, as solicitor to the company, explained that the directors had not acted illegally, as asserted by Mr. Didsbury, but that that gentleman had confounded matters for purposes of his own, and was evidently unaware that stock, and paid-up shares for which warrants could be issued, were two distinct things. , Mr. Higginson did not think Mr. Didsbury should be accused of improper motives when he simply asked for an explanation. The motion was carried by a majority of one vote. Several other proposed alterations in the rules were agreed to without discussion. A good deal of discussion ensued on a proposition to omit the following words froi'i clause C 4 •.—". — " But no number of shares shall confer more than thirty votes," and to substitute in lieu thereof, " Up to one hundred shares, and one vote for every ten shares over one hundred shares." The Chairman said it seemed to the directoi'S that this proposal was a very reasonable one, and should be agreed to. If a man had a large interest in the concern it was only right that ho should be allowed control over his capital by means of votes. In a company of this sort a largo amount of capital was required, and they could not expect a person to invest largely in it if ho was not allowed proportionate control over the money which ho placed in the concern. Mr. Didsbury strongly urged that the present franchise should not be altered. The more shareholders there wore in the company the better would bo its chance of success, but if the business was to be managed by a few capitalists there would be little prospect of the thing paying so well. The proposal would only affect a couple of shareholders, and he really did not see that any good could possibly result from passing it. He trusted the matter would not be disposed of without some discussion, and when the matter had been thoroughly ventilated he had no doubt that the shareholders would see the propriety of sticking to the principle which had been held since the starting of the company. To ensure success, as many people as possible should be encouraged to take up shares, and he trusted the meeting would not allow the affairs of the company to pass into the hands of a few capitalists, as was proposed. In reply to a question, Mr. J. S. M. Thompson stated that there were sis shareholders who would be able to avail themselves of the powers sought to be imposed by this resolution. Mr. Didsbury pointed out that, if the resolution was carried, a few men would be able to do all the business themselves, and it would be no use for the smaller investors to try and do anything. He sincerely trusted the present franchise would be maintained. Mr. Maxwell, who was opposed to the proposal, also pointed out that, by passing the resolution, the meeting would be practically taking the power out of the smaller shareholders and placing it in the hands of a few wealthy men. He strongly deprecated such an accession of voting power by the latter. Mr. Dransfield said that the question now before the meeting was not one of sentiment, but of business, and should be looked at in that light. The proposal seemed to him to be a very fair one, and it should be carried. Another shareholder strongly objected to such a resolution passing. In his opinion, Mr. Dransfield's remarks did not apply to this question. He considered the proposal was a great innovation, and as it would give great voting power to a few men, he hoped ;the meeting would not be so foolish as to pass it. He warned the meeting that if resolutions like this were passed, the company could not possibly be made a prosperous one. When the company was being floated everyone was asked to take shares, and now it seemed as if the directors wished to take away the power which the smaller shareholders possessed. Mr. Maxwell pointed out that if the proposal were carried, so much power would be placed in the hands of the larger shareholders that it would be little use for the small investors to attend a meeting at all. Dr. Newman considered the change would be a most unwise one. It had been proved in America that the principle of placing much power in the hands of a few was wrong, and it was not improbable that if the proposal was carried, they might get a race of men like Jay Gould and Vanderbilt to rule the affairs of the company. (Laughter.) The argument of Mr. Dransfield was no good. It was not right that a few men should be able to overpower all the other shareholders, and he trusted the directors would come to a decision that the step was ill-advised, and withdraw the resolution. Mr. George Fisher agreed with Mr. Dransfield that the question was not a sentimental one, but he disagreed with everything else that gentleman had said. His (the speaker's) hundred pounds was as good as the money of those whom he saw sitting rouud the table, and ho had as much right to be considered in the management of the business as those geutlemen. Why, he asked, did the directors desire the small shareholders to go into the business if they did not want them ? (Hear, hear.) It ought to be gratifying to the directors to see such a large attendance that afternoon, but it seemed as though the former would prefer a meeting composed of a few capitalists. If this resolution was carried, Mr. Gear would have about 100 votes — (Mr. Thompson : No : only 64.) — and whenever a meeting was to take place he (the speaker) would send down to that gentleman and ask him how he intended voting, as it would be foolish for a small shareholder like himself to record his votes in the opposite direction. The proposal was a most undesirable one, and should not be be carried. The Chairman said the proposal had not been placed before the meeting without deliberation. It was fair and reasonable, and none of the disastrous results some of the speakers referred to would likely come about. He warned the shareholders present that they would do harm by not carrying the resolution, and expressed a hope that they would not oppose it merely on sentimental grounds. The resolution was then put to the meeting, and carried by a considerable majority. This concluded the resolutions moved by the directors. The first proposal by the shareholders was by Mr. James Burns, and was to the effect that the company's meetings should not be earlier than 7 p.m. The mover asked the directors to kindly consider the shareholders in this matter. The majority of persons who held shares in the company were unable to attend in the afternoon, and it was desirable that all the meetings should take place at night-time. The meetings of the Trust and Loan Company, which were held in the evening, were always well attended, whereas there were very few shareholders at any of the meetings of the Gas Company, which were held in the day-time. If the directors wished to consult the convenience of the majority of the shareholders they would agree to this proposition. Mr. Dransfield expressed a hope that the proposition would be allowed to pass. Mr. Didsbury, who mentioned that at the last meeting a requisition to the same effect, signed by one-fifth of the shareholders, was presented, urged that the request was a very reasonable one, and should be granted. A number of working-men had taken up shares,

and as they could not attend in the day it was only right that they should be allowed an opportunity of taking part in the meetings. If this proposal were carried he had no doubt that the attendance at the meetings would be very large. The Chairman said the meetings of a company like this should be held in the day time. Shareholders living at the Hutt and in the Wairarapa would find it rather difficult to attend meetings at night. The proposal, if carried, would not aftcct the business of the company, and as there appeared to be a desire that the hour should be altered, the directors would offer no opposition. The motion was agreed to. The next resolution, which was moved by Mr. Fisber, was as follows :—": — " That article 72 be amended by omitting the words in lines 2 and 3, after the words ' shall be ' to the words ' be eight,' and inserting in lieu thereof the word ' seven.' " Mr. Fisher said the alteration had ueoi made by him after mature consideration, and he had no doubt that it would be accepted by the directors. The Articles ot Association proposed that the number of directors shall be reduced from eleven to eight, and the proposal now before the meeting would decrease it to seven. It had always seemed a mystery to him why eight men should be required to do the work ot two. The Board of Directors had the assistance of a managing director, who received £700 a year, and why seven others should be required to manage the business was moro than he could understand. Indeed, it seemed to him that as far as the actual business was concerned, five directors were sufficient to do all that was required to be done. If the shareholders could be indnccd to go that far, it would be a very good tiling. He trusted, however, that they would see fit to pass the resolution now before them. The Chairman said that the directors attached a great deal of importance to this matter. The business of tho company was a very detailed one, and a great deal of work was required of the directors, who had to acquire an amount of information a number of tho shareholders did not know anything about. The shareholders must look forward to the timo when tho shareholders would be deprived of the valuable assistance which Messrs. Gear and Beale now rendered. Mr. Gear would retire shortly, and it waa indispensable that he should be provided with a seat on the Board. Mr. Maxwell, in seconding the resolution, agreed with the mover, that the business of the company could be as well performed by seven directors as by eight. Mr. Dransfield said he would oppose tho resolution, because he considered it would be a great mistake to place too much power in the hands of a few directors. Another shareholder expressed his intention to support the proposition, because he considered that the number of directors suggested would bo quite sufficient to carry on the business. He did not see that Mr. Dransfield's remarks applied at all. Less than five directors would be undesirable, but seven was a very fair number. Mr. Didsbnry would be pleased to see tho resolution canried. The managing direotors were two in number, and one of them would shortly retire. In his opinion, one managing direotor and six ordinary directors would be quite sufficient to do all the business that was required. If the proposal wero carried, it would reduce the number to a multiple of three, which was in accordance with Articles of Association, which provided that onethird of the directors should retire each time. The motion was lost. Mr. Didsbury moved the next resolution, which was as follows: — " That article 75 be amended by striking out the words and figures ' £450,' and inserting in lieu thereof the words and figures ' £250.' " The mover explained that this resolution was attached to the one that had just been lost, proposing, as it did, to reduce the amount paid to the directors for their services. The motion was seconded by a shareholder in the body of tho room. The Chairman explained that the directors were not anxious to receive any money for their services ; but he would like to point out to the meeting that there was no money expended for which better value was got. The business which the directors were called upon to do was of a nature requiring a good deal of experience and time. Speaking for himself, during the past three or four months fully one-third of his time had been devoted to the service of the company, and the other directors had also been obliged to spend a good deal of their time in a similar way. The business of the company required a great amount of close attention from ths direotors, and it was only right they should be compensated in some way for their trouble. A farthing per ton saved on a cargo of frozen meat would more than pay their honorarium, which wa-i a mere bagatelle. The amount was so spall in comparison to the large responsibility in the hands of the direotors, that the meeting should never have been asked to discuss the matter, and he thought those who had moved in it ought to be ashamed for so doing. The directors earned their money, and they also earned the gratitude of the shareholders. *Mr. D. T. Stuart moved as an amendment, '' That the amount be not interfered with." He said that, as one of the auditors, he had an opportunity of knowing something of the work of the directors, and would tell the meeting that the amount of labour required of those holding seats on the Board was something tremendous. The directors were well entitled to the sum which they now received. The amendment was duly seconded, and was supported by Mr. T. K. Macdonald, who assorted that the judicious arrangements made by the directors during the past six months had resulted in the saving of an amount of money quite sufficient to pay their salaries four times over. After some remarks from Mr. Higginson, the amendment was carried. The resolution next considered was the following : — "That Article 77 be amended in the fourth subsection by striking out the words 'except in the case of professional services rendered by the solicitors of the company."' The Chairman asked the movers not to press this proposition. Mr. Didsbury mentioned [that it was not his intention to have moved the resolution. Mr. Buckley said he considered the proposal was a direct reflection upon himself, and he hoped it would not be withdrawn. It was a well-known fact that he did not seek a seat on the Board. It was thrust upon him. No one had given the business more careful attention than himself, and he was sorry that some of the shareholders should have looked upon his connection with the Board in the light they did. While acting as a member of the Board, he had given advice gratuitously, which would have cost the company a good deal of money. The directors had gone to Petone, and waded through blood (laughter), for the j purpose of making themselves acquainted with the details of the business, and he, as well as the others on the Board, had left no stone unturned to attain success. If he thought the insult contained in the resolution now before tho meeting was really intended, he should not sit 25 minutes longer on the Board. Mr. Fisher regretted that Mr. Buckley had taken up this matter in the manner he had done. None of the resolutions that had been introduced that afternoon had been moved with any animus, and not one of the shareholders wished to cast the slightest reflection- on any of the directors. He trusted Mr. Buckley would look on the matter in a proper light. Mr. Didsbury explained that a few of the shareholders had met together some time ago to consider the desirableness of making certain alterations in the Articles of Association. Surely they could do this without being stigmatised in the manner Mr. Duthie had done in the course of his opening remarks. He (Mr. Didsbnry) only associated with a few friends in the matter, and so far as he could see he had done nothing wrong. With reference to the proposal now before the

meeting, ho could assure the shareholders that he had no personal feeling in the matter at all, and the subject was one which well might be dropped. The motion was allowed to lapse. The resolution next considered was as follows-. — "That the following be inserted as Article 77a : — 'A return showing the number of meetings held by the Board during the year, and the number of attendances of each director, shall bo laid before the shareholders at the annual general meeting.' " The Chairman said the directors objected to the proposal. They were not a lot of schoolboys that such a return as that proposed should bo laid before the shareholders. Such a return was infra dig, and he trusted the meeting would have the good sense not to agree to the proposal. During the past six months the directors had met frequently, and iij this respect none of the shareholders could complain. After some remarks from Mr. T. K. Macdonald in opposition to the proposal, the motion was put and lost. Several proposals in reference to the further amendmcut of the Articles were withdrawn. Mr. Didsbury moved a resolution providing that shareholders should bo allowod to vote at all meetings of the company, thus doing away with the article which stipulated that a person must have possessed his shares at least three months prior to the date of a meeting at which ho wishes to vote. The mover pointed out that the period at present fixed whs much too long, and showed how desirable it was that it should bo struck out. Mr. Didsbury stated that in consequence of the existence of this rule, many of those holding shares were precluded from voting at the present meeting. The propobition was seconded by Mr. Fisher. Mr. J. S. M. Thompson pointed out that it would not be advisablo to pass such a proposal. The Chairman urged the meeting not to agree to the proposition. The resolution had evidently been taken from an English Act, and, if passed, would enable a man to swamp a- meeting with votes, as at the last moment he could buy up or transfer a lot of shares and out-vote others. The clause in existence, which provided that a shareholder could not vote unless he had held his shares for three months, prevented that sort of thing from being done, and also enabled a man to become moro acquainted with the affairs of the company than he would do if the proposition now under consideration were passed He trusted Mr. Didsbury would see his way to withdraw the proposal. Mr. T. K. Macdonald spoke against the the proposed clause, and the resolution was then put to the meeting. It was negatived. Mr. Didsbury then moved the following motion : — " That Article 60 be struck out and the following inserted in lieu thereof:—'f :— ' Retiring directors shall be ineligible for re-election for a period of twelve months from the date of his retiring.'" The mover explained that this resolution, if passed, would not apply to the present directory. There wore something 1 like forty gentlemen holding shares who were qualified to act as directors, and surely out of that lot a sufficient number could be got to form a Board of Direotors. After some discussion Mr. Didsbury was allowed to amend his proposal by adding the words, "After the annual meeting in 1884 " The Chairman stated that the Board hod already lost the services of Mr. Kitchen, and a difficulty would be found in inducing gentlemen who could afford the time to act as directors. A director had to devote a considerable amount of time in learning the details of the business, and he felt sure that some difficulty would bo found in forming a Board qualified to carry out the business in a proper manner. He urged the shareholders not to deprive themselves of the power to elect the be3t men at any stage. Mr. Fisher thought it was a poor compliment to the majority of the shareholders to say that none of them were so capable of performing the duties of directors as those gentlemen who now acted in that capacity. With regard to the statement about Mr. Gear's retirement, he might say that the shareholders got that impression from a paragraph in the prospectus. Mr. Gear's services were very valuable to the company, and the shareholders would be pleased to see him continue his connection with the business. Mr. T. K. Macdonald disapproved of the proposal. Mr. Dransfield did not see why they Bhould legislate eight months ahead Such a thing was absurd. It appeared to him that Mr. Didsbury had got into a fix, and in trying to get out had got into a worse one. There nad been too much carping— (No, no) — amongst some of the shareholders. Mr. Buckley said that as one who had taken a great interest in Joint Stock Companies, he might be permitted to make a few remarks on the matter under discussion. A great deal of harm had been done in the past by proposals of this kind, and if the movers of it did not wish to take an ill-advised step they would not allow it to go to the vote. The proposition was withdrawn. In reply to a question, Mr. Duthie said that the dividend of 12J per cent, was payable to Messrs. Gear & Bcale on account of their paid-up shares. A shareholder wished to know whether it would not be wiser to call up all the money on the first shares than issue a new lot of shares? The Chairman replied that that was a question of finance. In July of next year all the shares would be on the same basis. By placing all their shares the company would be on a stronger basis. It was their conviction that the plan which had been proposed was the best that could be devised. Mr. Fisher, in proposing a vote of thanks to the Chairman and Directors for their services in the past, said that, although there had been several differences of opinion that afternoon, they were only the outcome of honest and legitimate criticism. No one would regret more than himself to see a personal contest between the directors and the shareholders, and he trusted the little differences which had taken place would be forgotten by all. He confidently looked forward to the time when the company would be the largest and most important industry in the colony. The foundation of a very large manufacturing business had been laid down by the gentlemen whose interests had been purchased by the company, and it was the duty of all concerned to try and make the industry as important as it was possible to make it. (Hear, hear.) He had no fear that in time the industry would develop into one of the greatest magnitude, and prove itself one of the mainstays of the place. Shareholders could not but be well pleased with the business acumen of the chairman, and there could be no doubt whatever that he was in every way fitted to occupy the position. (Hear, hear.) The directors also were men of business capacity, and in their hands the shareholders could rely upon it that the | interests of the company would be well looked after. He hoped that when the shareholders met again the directors would be able to lay even a more satisfactory statement before them, and would be in a position to show that the company was in an equally flourishing condition. Hitherto it had been said of Wellington that it was a consuming district instead of a producing one, and he regarded the starting of the Gear Company as a turning point in the local history. In returning thanks for the compliment paid the directors, the Chairman hoped that better feeling and more confidence would result from the present little differences, and assured the meeting that the Board would continue to do their best to further the interests of the company during the time they remained in office. The meeting then dissolved.