A STORMY MEETING

Evening Post, Volume CIX, Issue 148, 26 June 1925, Page 9

A STORMY MEETING

COMBINED BUYERS, LTD

V/HO SHOULD HAVE CONTROL ?

POSITION OF DIRECTORS CHALLENGED.

The extraordinary meeting of shareholders of Combined Buyers, Ltd., held in the Dominion Farmers' Institute yesterday, proved to bo a most stormy affair. The meeting commenced in the morning, r.nd the air at once became electrical over the question of who should preside. Mr. T. Taylor, of Hawera, presided at the outset, but his ; right to otfT cupy the position was seriously challenged, and eventually Mr., W. S. Bennett consented to act. Disputes then arose as to the validity of certain proxy forms, and an adjournment was made until tho afternoon in order to obtain the legal opinion of Mr. C. P. Skerrett, !K.O. When the meeting resumed in the afternoon the chairman said that he was sorry to say that the position as regarded proxies was so clouded that, after consulting with Mr. Skerrett and'other legal friends, it would appear as if it ■was going to be almost impossible to clarify it. It had been decided that the only way out of the difficulty was for him, as chairman of the meeting, to declare a poll, and communicate with each shareholder by circular giving him an opportunity of recording a vote. Mr. C. P. Skerrott, ICC., attended the meeting at this stage, and inilicated that since advising the chairman he had looked up another authority, which ; had caused him U> make a slight alteration in his opinion. It ' was, quite impossible for the chairman of the meeting to ascertain which •was the effective proxy form in the case of shareholders who signed more than one proxy form. There was. no difference between Mr. Hislop and himself as to the rule with regard to which was the efficient proxy form. It was the last-signed form, but it was absolutely impossible for the chairman to ascertain which was the latest. The chairman had suggested a very admirable way of determining the matter. That -was to demand, as he was entitled to do, a ballot, and send circulars out to share- ' holders. He had thought that that could be done, but he had since discovered that a" decision of Mr. Justice Joyce laid it clown" that that was not possible, that at the time the ballot was taken there must be attendance of the shareholder" personally to lodge his vote, or the attendance of some proxy on,his behalf. He suggested, however, that the difficulty could be met by the meeting authorising the chairman to Bend out circulars asking shareholders to " indicate which of their proxy forms they sent in should be acted upon, or whether they chose to send in a new prozy form. THE PROS AND 1 CONS Mr. Eobieaon (one of the directors) asked if any further information was to be given to. shareholders as to the pros and cons of the matter. The Chairman: "I take it that any shareholder desirous of any more information than_ he has already would come to the meeting." A suggestion was made by Mr. Wallace that the company's affairs shonld be investigated by a committee of efficient business men in Wellington," the committeo to make a report to shareholders. After some further discussion, it was moved and seconded that the suggestion made by Mr. Skerrett shonld be adopted. Mr. W. J. Poison asked if a proxy form which was out of order was not, already disposed of in the same way as a rote that-was invalid. Were they going to go through the whole process of sending out circulars to the whole of the shareholders, most of whom had already clearly expressed their opinion? ADJOURNMENT SUGGESTED Mr. Eobieson stated that he desired to move an amendment to the motion be- i tore the meeting. He urged that the ' sending out of a colourless circular asking for a poll was going to mislead the ' shareholders. A vote on the question of liquidation at the present time would be disastrous to the financial - interests of the shareholders. The profits had been pl.iced out of sight by a very radical v.iiting down of the stocks in hand but this year there was every reason to beJieve that the company would show a profit of something like £6000. The ymjipany under good .management in the future would bo in a position to pay a dividend _to its shareholders, which would bring the capital back to 20s in the pound._ If they gent out a circular ' asking their people to vote for liquidation it would be like asking them to , vote away half their money. He moved as an amendment:— < J. ! o^ ha T ithis mee*in S adjourns until! .24th July, and that no poll will be taken in the meantime by the .chair- | The amendment was seconded by Mr J. G. Williams. .. "MISSTATEMENT OF FACTS" Mr. T Taylor, a director of the firm alleged that Mr. Robieson had urged people to sign a circular which contained a misstatement of facts. Mr. Robieson and Mr. Stevens had acted together • in the matter. Mr. Robieson and Mr ! office" 3 pracfcical'y occupied the same Mr. Robieson: "That is untrue. I pro- ! te.t agamst these personal statements which have nothing to do with the matters before tho meeting" Mr Taylor: "ram telling the meeting that Mr Robieson and Mr. Stevens worked together. They can't deny it " Mr. Robieson had placed the motion for liquidation before the shareholders but . now he would not move it. Why had he changed his front? -Mr. Robieson: ','You will get it " Mr. Taylor: "Then let's have it .liquidation, if it is carried, will put us ail out. directors and all " Mr. Robieson stated that Mr. Stevens certainly went round with him to eet the Mgnatures There was no denying that. He had been good enough to place his car at his (Mr. Robieson's) djs° posal, in order to asßist in getting to the various shareholders. He had "also Basted m getting out the circulars. His aim was to get tho control of the business into the hands of the ordinary ' shareholders and away from the hands ol tho preference shareholders. (Applause.) v A COMPETENT BUSINESS MAN Mr E. P Hay said that he Was a member of tho board, although he had no personal . interest financially. He was there in a representative capacity and had endeavoured to carry out his duties to the best of his judgment. Tho reason why the preference shareholders '-ad appointed Mr. Taylor a director was because they considered him to be a competent business man, well, qualified to look, nfler the company's affairs.After some further discussion, the motion to.adopt- Mr. Sksrretl'i BU^ggeatipn

was carried, Mr. Robieson's amendment being defeated on the voices. Mr. Robieson then moved that Mr. Thomas Taylor should be removed from his position of director, and that some other qualified person be appointed in his stead. -.■■-•-■ There was no discussion on this proposition, and a ballot was taken. Subsequently it was announced; that the motion had! been carried by 4627 votes to 1688 votes. ; There was one ' informal vote. Five preference shareholders voted for the motion, and five against. A motion increasing; the number of: directors from six to eight was also carried. '.-'■'.■; ;. -" ■ Mr. -R.'-.g. Abraham then moved that the company should go into voluntary liquidation. This was seconded by Mr. G. T. Jones/ / -.' Mr.. Robieson moved as an amendment, and . Mr. Wolland seconded, that the matter of liquidation should be held in abeyance..'-..-: On a vote being taken, the amendment: was declared carried by 41 votes to 22..•:'; . , .'"• ; "\ v. The chairman made it olear that the resolutions which had been carried were merely expressions of opinion, and that the issues; would be finally determined at a,meeting on 24th July. -The meeting then adjourned. '.•;.■