THE KAITANGATA RAILWAY AND COAL COMPANY.

Otago Daily Times, Issue 6791, 20 November 1883, Page 4

THE KAITANGATA RAILWAY AND COAL COMPANY.

TO THE EDITOB, Sir, —Referring to a letter of mine kindly published by you on the 7tb inst., I beg new to send you the sequel to it for further general information. On the Sth inst. a memorial was sent to. the directors requesting them to call an extraordinary meeting of the Company to give validity to certain things done with indisputable irregularity at a previous meeting, amongst them being- the re-election of two of themselves to the Board, and further, to pass a special resolution to enable them to issue the unallotted shares differently from the prescribed manner. About the 13th a reply was received to the following effect: — That the directors are advised they have power to issue shares without the vote of the Company (which observe, within the limits of the articles, has never been questioned). [Italics mine.] That, however, having no desire to act contrary to the wishes of the shareholder s> they brought the matter before the late meeting, and had further issued a circular, asking their concurrence, by the returns to which they would bo guided; that they claimed the right to judge of the proper time and manner ef calling any meeting of the Company they might think necessary, and that they considered the requisition implied a want of confidence which left them only the alternative of resigning. That therefore they declined to call the meeting asked, and if it were proceeded with, would convene one to accept their resignation. To the above, the following is the substance of my rejoinder aa one of the memorialists: 1. That I greatly regretted the directors had not fulfilled expectations by willingly calling the meeting asked for, pointing out the imperative bearing of act 36 in such caEes. 2. That though some irregularities had arisen, no doubt by mere oversight, there is no'want of confidence in their general management (which is fully proved by what was intended to be done at the meeting), and that nothing could be further from the memorialists' wishes than their resignation. 3. That it is unlikely the requesters will call the meeting themselves, but should they conclude to do so, previous notice of their intention would be given to the Board. 4. That the circular, besides being irregular, will be likely to mislead, for not a few will certainly sign it thinking it only one of the usual forms of applications for shares issued by companies generally; and that even though all should sign it, and thus concur in the snare issue and resolution, yot it does not follow that they approve thereby of any irregular way of doing the one or passing the other (of which I stated one actual case); and further, that the only dissent which the circular appears to admit of is not to apply for tha shares offered. For these reasons I think the Board would scarcely care ta take the responsibility of proceeding without previously getting too Company's sanction in the only way by which it can be obtained.

I have always admitted, however, that it will be perfectly right to issue these shares in all caseß when fully paid up, together with the premium at the time of application.—l am, &0., W. liANGUtips, Alva atreot, November 19,