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MORNINGTON TRAMWAY COMPANY., Issue 7966, 23 July 1889
MORNINGTON TRAMWAY COMPANY.
The seventh annual meeting of the shareholders of the Mornington Tramway Company, Limited, was held in the company's office, Mornington, last night. Mr Henderson Law (chairman of directors) presided, and the following gentlemen were also present:—Messrs J. Davie, J. Mitchell, A. Law, J. Scoular, W. G. Geddes, J. C. Rattray, J. Smith, N. Y. A. Wales, T. Brown, J. Hazlctt, A. Hill Jack, and W. Wataon.
The Chairman said the meeting had been convened rather earlier than it was usual to hold the annual meetings for this reason: there were certain works which it was desirable should be undertaken at once, and the directors considered that these works should be set about by the new directors. He would therefore move—"That the action of the directors in convening the meeting be confirmed."
Mr W. Watson seconded the motion, which was carried.
The Chairman then moved tho adoption of the report and balanje-gheet, as already published. In so doing he Baid he wished to state on behalf of the directors that they desired to withdraw tho clause in the report which stated that the directors recommended that in future the number constituting the Board be seven, and that clause 61, article 15, of the company's articles of association be amended to give effect to such proposition. The reason for withdrawing the clause was that there had been a notice of motion given by Mr Brown dealing with the subject, and it would be more satisfactory for the shareholders and the directors generally that the matter should be arranged at that meeting than by the directors.
Mr Wales seconded the motion. Mr Davik said it would perhaps bo as well if the chairman informed the meeting what were the works that were to be undertaken.
The Chairman : There is a loopline at this end of the main line of tramway to be constructed for facilitating traffic, and to enable trams to run oftener than they do at present with less labor than is now entailed. That is the chief thing. The motion was carried nem. con.
Mr T. Baows moved, in accordance with notice given —" That the number of directors be reduced from eight to five, and that the articles of association be altered accordingly." He was led to give notice of this motion from seeing in the report that the directors had made a recommendation to the effect that there should be seven directors instead of eight. That did not strike him as being in any way an improvement ; in fact, tho alteration seemed to be scarcely of sufficient importance to be worthy of the name. He held that large directorates such as this were vei'y objectionable, particularly as for Borne years they had been practically working with less than their statute number. He had always held that a business conducted by few people would bo very much more likely to be successful than one with a large number of directors. That applied to the present caso, too, particularly as tho articles of association provided for three only as a quorum out of eight. He could not help thinking that if three or five gentlemen had inn this concern, and felt that the responsibility rested with them, and with them only, they would have hesitated a few years ago, before entering upon a financial transaction such as the sale of LIOO debentures, bearing 7 per cent., at a considerable discount. (Mr Hazlett: 8 per cent.) He understood it was 7 per cent. Well, Vad five gentlemen felt that the responsibility rested with them in carrying out that arrangement he ventured to say, from wha-t he knew of the gentlemen, that whatever the state of tho money market was at that time, and it was not very stringent, they would have hesitated, and not carried it out. Had it not been carried out, and had tho balance of the shares, to the number of 9,000, been put on the market—and they would have at least brought par—the directors would have been working on their capital; or, the capital might have been called up. From the balance-sheet he saw that they had paid away sufficient to write off several hundreds of pounds off machinery, pay the casualty account, and otherwise improve their position; and beyond that they had been able to pay away what would have paid 5k per cent, on tho wholecapital thisyear. The directors had stated at the last meeting that it would be best to have new blojd, and that would be gained, ho thought, if the number of directors was reduced from eight to five. It would throw the onus on fewer men, and would, in his opinion, lead to the greater success of the company. They should be better paid, also—more in proportion to the value of the property which they handled. They could not be expected to give much time to their work if they were poorly paid. Mr J. Smith seconded the motion, agreeing that the work devolving upon the directors is much more likely to be efficiently done by a smaller body. Mr Hazlett said he did not altogether agree with the motion. In the first place he did not like to increase the remuneration of the directors. He did not think the matter of remutieration had weighed in the least with the directors. If the shareholders looked at the attendance of meetings of directors they would find that there had been very few meetings from which any director was absent. There was a very punctual attendance of the directors here. Of course Mr Jack and Mr Law were absent in England for a time, but both of them assisted the company in telegraphing about the new rope. He thought there had never been any neglect on the part of the directors that were here. At a former meeting it was stated that the directors were a family party, and that they were doing what they liked. If, however, they now reduced their number to five they would be far more likely to make a family party than before. He thought that they should have at least seven directors, He would move as
an amendment—" That the number of the directors be seven instead of five." Mr Watson seconded the amendment, and stated that he waa one of those who were going to ietire from the directorate. He quite agreed with Mr Hazlett that seven directors was not too many. Mr Bhown having replied to the remarks of the other speakers, the motion was put and carried by 5 to 3. The Chairman said the next business was the election of a board of directors. He was authorised by the present members of the Board, excepting Mr George Esther, to intimate their resignation. Mr Esther had written a letter intimating that he would retain his seat, and it therefore devolved on the meeting to elect four others. The letter was as follows :—" I have now to state that I will not resign my position as director. Our private meeting on Saturday is, in my opinion, more than sufficient reason for my present action." That referred to a meeting of the Board that took place oa Saturday, and in consequence Mr Esther felt called upon to take up that position. Mr Watson said he had seen Mr Esther that morning before he left town, and he said then he would take his chance with the other members of the Board.
The following gentlemen were then nominated to fill the four vacancies :—Messrs T. Brown, Henderson Law, J. Hazlett, J. Mitchell, and N. Y. A. Wales.
Mr Wales said there was one more nominated than was wanted, and as he did not live in Mornineton ho would withdraw and save a poll.—(Hear, hear.) The other four gentlemen were then elected unanimously. Mr R. H. Leary was re-elected auditor.
On the motion of Mr J. Smith a hearty vote of thanks to the late directorate was passed, together with another vote of thanks to the employed for the caro, diligence, and skill which they had exercised in the interests of the company. It was agreed, on the motion of Mr A. Hill Jack, that the annual meeting should be held during the third week in July each year, instead of during the second week in August.
MORNINGTON TRAMWAY COMPANY., Issue 7966, 23 July 1889
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