Meetings.

Otago Witness, Issue 1419, 1 February 1879, Page 21

Meetings.

,. — +. THE COLONIAL BANK. The ninth half-yearly meeting of the proprietors of the above was held in the Bank's board-room on Wednesday. There was a very large attendance, and the chair was occupied by the Hon. W. H. Reynolds. The minutes of the last annual meeting having been read and confirmed, Mr George M'Lean remarked that it had been suggested, as a number cf the shareholders present were desirous of leaving by train, that the meeting should first proceed with the election of a director. But before that could be done it was necessary to appoint two scrutineers, who would have charge of the ballot-boxes during the time that the election was proceeding. He had, therefore, pleasure in proposing that Messrs C. S. Reeves and Ed. Smith be appointed scrutineers. The proposition was duly seconded, and carried new. con. , THE UEPORT AND BALANCE SHEET. ' It waa agreed to take as read the report and balance sheet, as under :— The Directors have much satisfaction in submitting to the Proprietors the accompanying Statement of Accounts and Balance-sheet for the half-year ending 31st December last. The net profit for the half-year, after deducting interest paid aud accrued on Fixed Deposits, all salaries and espouses of management, rent and other charges," rebate on current bills, and making ample provision for all bad aud doubtful debts, amounts to .. .. .. .. £20,171 9 3 To which has to be added— Balance of Premium reGeived on shares allotted .. .. 1,T71 2 3 Balance of Profit and Loss carried over from 30th Jnne la-jt .. 2,003 12 6 Making a total of .. .. £23,951 "4 0 Available for distribution by the Meeting. The Directois recommend its appropriation as follows :— £ s. d. £ s. d. To Eeserve FuDd—including £177 L 23 3d Premium on shares (which will then amount to £42,000) . . COOO 0 0 To Payment of a dividend of 8 per cent. per annum on the paid-up capital .. 14,822 2 4 20,822 2 4 Leaving a balance of .. .. £3129 1 S to be carried forward to Profit and Loss New Account. Upon confirmation by the Proprietors of the foregoing proposed appropriations, the Dividend will be payable at Head Office on and after the 13th proximo and at the Branches upon receipt of the Dividend Warrants. Tho Honourable Mathew Holmes re' ires from the Board at this meeting, in accordance with the Deed of Settlement, and is not until the next ensuing election eligible for re-election. The Candidates for the vacant seat at the Board are Jambs Rattray, Esq., K.OBK&T Wilson, Esq. The present Auditors retire from office at the meeting, only one (Mr William Parker Street) being eligible for ie- election. A. CHETHAM STRODE, Chairman of Directors. (The balance-sheet followed.) The Chairman : Gentlemen, the directors have great pleasure in laying before you the the report aud balance sheet for the halfyear just ended, and in congratulating the shareholders on the success which has attended our efforts during the last half-year, and on the prospect ot continued success. Prom the stiteinent it will be seen that, subject to your approval, it is proposed to pay a dividend at tha rate of 8 per cent, per annum, which is an increase of 1 per cent, upon the sum that was declared for the previous half-year. We also purpose carrying the sum of £6000 to tho reserve fund, which will then stand at £42,000. £1771 2s 3d is the balance of premiums received on shares allotted in June last, which, together with the sum of £4228 17s 9d taken from the profits of the last half-year, make up the £6000. Ample provision has also been made for all bad and doubtful debts, interest paid and accrued on fixed deposits, and rebate on bill •mrrent. In the last report we, for the firat 'iicejasked the proprietors to assent to the U'inciple of deducting the rebate on current jilk. The amount then appeared in the valance sheet, bat, you having at the last half yearly meeting assented to the principle,' it was not considered necessary that this item should appear in the balance-sheet ia future. Suffice it, then, to say that the amount for rebate for

I the current half-year is greatly in excess of that for the previous half-year. Last halfyear there was a balance of £2000 odd carried forward under the profit and loss account; this half-year we propose to carry forward £3129 odd. I do not think that you wish ma to make any long speech — I am not good at making long speeches— and in going over the report and balance sheet I should be only needlessly occupying your time. The report and the balance- sheet speak for themselves. Therefore I think it will be meeting your convenience, as I know it will be meeting my own, if I conclude by moving the adoption of the report. Before sitting down I may say that if there ia any subject upon which any one wishes to get information, I shall be most happy to answer any questions that may be put to me. I move tne adoption of the report.—(Applause.) Mr X B. Cargill : I have much pleasure in seconding the adoption of the report. I do not think we can have any difficulty in doing so, as the present position in which the institution stands is a very fitting subject for congratulation ; and that we have every confidence in the body of men we see before us here as directors. Taking it for granted that the accounts now submitted show the actual state of affairs, I think that it must be admitted that that state of affairs is very satisfactory indeed.— (Hear.) It is known that the times recently have been times of perplexity, anxiety, and trouble to financial institutions all the world over ; and to find that this young Bank is enabled to make such a statement of accounts as is put; before us, to recommend a dividend for the half-year at the late of S per cent, per annum, besides putting £6000 to the reserve fund and carrying forward £ 3 1 00, is, I must say that it seems to me, a very satisfactory statement of accounts indeed.— (Applause.) I only trust that the Bank in the future will continue to show the same solid and substantial front it is able to present to the shareholders to-day.— (Applause.) As regards the rate of dividend, I almost wibh that such institutions would say it should stop at 8 per cent., and that they would not pay more.— (Hear.) The high rates of dividend which have been distributed by some banks have led to undue inflation of shares, and to a good deal of disappointment when the dividends have gone back again. It ib a great deal better to have strength and solidity. A bank should be the very centre of strength. It is of far more importance to the present and future shareholders that this Bank should stand on a strong and solid foundation, than that we should put before the world fine accounts and big dividends.-— (Applause.) I have great pleasure in seconding tho adoption of the report. Mr H. J. Walter : Might I inquire what amount is set apart for bad and doubtful debts ?

The Chairman : All I can say is that there is ample provision made for all bad and doubtful debts. I don't think it is advisable that shareholders should ask the exact amount that has been set aside for the purpose. Mr Walter : I was under the impression that we could ask any questions on the report. The Chairman : There is no doubt that any question can be put, and the meeting can, if it pleases, insist on an answer being given ; but I do not think it is in the interests of tho shareholders that such ques tions as this should be put or answered. 1 may say that it is quite unusual at other bank meetings to put such a question. Mr Walter: I bow, Mr Chairman, to your superior judgment. The motion for the adoption of the report and balance-sheet was then put and carried. VOTES OF THANKS. The Hon. H. S. Chapman : Fellow shareholders,—l have now the last duty before us to perform, and it is a very satisfactory one to me. I have to propose a vote of thanks to the Chairman and Board of Directors, to Mr Cowie, and to the rest of the officers of the institution. There in no doubt whatever, from what has passsd here to-day, and from the satisfaction that everything appears to have given to the proprietors nov present, that this proposal of mine will be carried by acclamation. I believe everybody, from the highest down to the lowest clerk in the establishment, has done his duty zealously and efficiently, even though over-pressed by work. — (Hear.) I think the balance sheet showsthat, because ho weyer humble theoffice of clerk may be, the clerk ought always to have a pride in, and be assured that he himself has in some small degree contributed, to the success of the institution. — (Hear.) I have heard on, a former occasion, when a dividend of 6 per cent, was declared, and on this occasion, when a dividend of 8 per cent.- has been declared, objections made to both of them. On the former occasian a great many persons grumbled because they did not get 8 per cent. Now I hear a few persons — they are certainly not very many — express the opinion that, instead of 8 per cent., the Directors ought not to have paid more than 6 per cent. , and ought to have put more to the reserve fund. Adverse as is the one opinion to the other, it seems to me that, takeD from their different points of view, the opinions can be perfectly well understood. The man who buys shares with some sort of contingent in his head about selling them at a profit likes to add to the reserve fund as much as possible, in order to make the shares go up. Therefore he |is content with less dividends, in order to see the reserve fund swell. On the other hand, to those who — like myeelf, with my small means — choose to buy shares here and there as they can be got, for a permanent investment, the price of the shares to day or a year hence is of very little consequence. I I must confess that, for my own part, I prefer | 8 or 7 per cent. I will not occupy your ■ time further, but will propose the vote of thanks which I have just enunciated. — (Ap- ' plaust.) | The Hon. Captain Fra^er : Endorsing as I 1 do all that has been said by the Hon. Mr I Chapman and Mr E. B. Cargill, I have very great pleasure iv seconding the motion. I The Chairman : I suppose ] need not put the question, because from the way you received the remarks of the Hon. Mr Chapman it is evident that it meets with your approbation. — (Applause.) I have only to express, on behalf of the directors and myself, our thanks for the way in which you

have received the motion, and to assure you that it is our earnest desire to make the Bank a great success. In saying this I believe I am speaking the opinion of every one of your directors. There is no trouble that we would consider too much in order to make the Bank a success and in looking after jour interests,— (Sear.) But the shareholding have a great deal to do themselves. They can bring business to the Iknk, either directly or indirectly ; and it is to bo hoped that all of you will endeavour to bring to it what business you can : to bring, in fact, grisb to your own mill. The remainder of the motion will be replied to by Mr Cowi<s. At the same time I have just one or two words to say, and they are that I believe that a better staff of officers could not be had by any institution in the Colony. I think that the officers have shown thereselves to be men really deserving of the positions they hold. — (Applause ) Gentlemen, I thank you most sincerely for the way you have received the proposition. Mr Cowie : Mr Chairman aud gentlemen, itagain affords me very great pleasure to return thanks for the vote you have so cordially received and passed. lam satisfied that it will strengthen the hands of the staff to fiud I that their efforts are appreciated. These votes from time to time show that the confidence of the shareholders is reposed in the executive for the time being. I can only endorse what our Chairman has said with reference to the quality and stamp of the staff. I believe we have as zealous, efficient, and good a staff, for its size, as is to bo found in any bank in tho Colony.—(Applaube.) ELECTION" OF A DIRECTOR. The Chairman : As you are aware from the advertisement, it has fallen to the Hon, Mathew Holmes to retire from the office of director ; consequently there is a vacancy, seeing that under our articles of association a retiring director cannot come forward for election until twelve months after his retirement have expired. The candidates are Messrs James Rattray and Robert Wilson. There is no necessity to propose or second them. All shareholders have to do is to put their vot.ng-papers in the ballet- boxes, which will be kept open till 5 o'clock. Mr W. H. Cox : Might I ask if Mr Rattray has been 12 months out of office ? The Chairman : It is not necessary that he should be, as he is not the retiring director. I may say that the following notice of protest by a shareholder waft sent in to the directors ; — Dunedin, 22nd January, 1879. To the Directors of the Colonial Bank of New Zealand. Gentlemen,— Referring to the advertisement in the Otago Daily Timea convening a meeting of the shareholders of the Colonial Bank of New Zealand, to be held on Wednesday next, the 29 eh inst., at which Mr James Rattray, of Dunedin, merchant, intends to place himself in nomination as a director of tho said Bank — I, as a shareholder of the t,aid Bank, hereby give you notice that I protest against the said James Rattray being so nominated; and that should he be allowed to be nominated and elected as a director, proceedings will be taken to have such election declared void, on the ground that the said James Rattray having been a director of the said Bank within the last twelve months, is disqualified and unable to act as a director, and his appointment as. such would be in breach of the constitution of the said Back. — I am, &c, War. Gregg. The Board received this protest and forwarded it to their legal adviser, and this is his reply :—: — Dunedin, 27th January, 1879. lie Mr William Gregg's letter. Mr Rattray, as I understand, resigned his office on the occasion of his proceeding to England, aud did not retire by lot under Article 42 of the Deed of Settlement. If he is otherwise qualified, I am of opinion that there is nothing i in the fact of Mr Rattray haviDg been a director within the last twelve mouths to disqualify him from again becoming a director, if the shareholders choose to elect him. B. C. Haggitt. The question rests entirely with the shareholders. If you think otherwise, of course you will not elect Mr Rattray, but in the face of the opinion of Mr Haggitt, our solicitor, I do not think that that shareholder could interfere with the election iv any way. — (Applause.) — There is one thing I may state : that according to our deed o£ settlement no action taken by this meeting — suppose, for instance, an error is made in connection with the election —will be valid in consequence. Mr Cox : Mr Chairman, if you retired after having served for eleven months, and were re-elected, and retired again after aerving another six months, could you again offer yourself ? Th-3 Chairman : That is hardly a question for me to answer. The directors are entirely guided by their legal adviser. The matter rests with the shareholders whom they wish elected.

The Hon. H. S. Chapman: There is a mode of settling the matter, without appealing to the directors at all. If the election should fall on Mr Rattray, there is a mode for testing in the Supreme Court the validity of the election. I may menticn, however, my opinion — certainly I have not been dealing with the law for the last four years— entirely concurs with the opinion of Mr Haggitt. Clauso 42 applies to the director who is balloted out for the year : that director cannot offer himself and cannot be again elected till another 12 months have expired. But the clause is totally distinct in another part of the deed of submission from the man who retires for his own convenience — goes to England, for instance, and comes back again. He is at once eligible for election. That is merely my own opinion. Any lawyer's opinion has no permanent validity ; it is merely a guide to those interested in it. The directors are perfectly justified in being guided for the time by the opinion of their own solicitor. It is for tho dissatisfied party to move the Supreme Court, by a proper form of proceeding, and try at a future date the validity of the election. There is no other final remedy. No set of lawyers' opinions would settle the question ; it is only _by the Supreme Court that the question, if worth trying, can be settled. Mr R. Wilson thought it waa due to himself that he should give to the meeting his reasons for coming forward on this occasion. He was one of those who considered that Mr llattray was infringing one of the Articles of Association; and m the next place he

considered that no man who was actually engaged in business should bo a bank director.— (Cries of "Oh," and applause.) He had been one of the promoters of the Bank, was one of the Provisional Directors, and had all along maintained that bo long as there were men out3ide of business circles available they should not take their directors fiom business circles. No one in the room hid done so much for the Bank as he had, and on that ground he claimed their voles. Ilia account had been at this Bank since its commencement, he having taken it from a bank that had treated him well ; but if he was not elected he should feel compelled to shift his account again. It had been stated that he (Mr Wilson) had never had an account at the Bank, while it been erroneously stated that Mr Rattray had been a promoter of the Bank. So far from that being the case, Mr Rattray had never taken the slightest interest iv the Bank. When the Bank was started a deputation from the Provisional Directors waited on him aud asked , him to place the money he got out of the tirm of Dalgety, Nichols, and Co. with the Bank, but he rafused to do so, saying that he had made arrangements with the National Bank, and would deal thera. Fromthatday tothia Mr Rattray had notdone one good turn for the Colonial Bank. Then i as to the manner in which tbia election had ] been contested. Had the notorious John M'Laren stood for the vacant seat on the directory he could not have been more stre- | neously opposed than he (Mr Wilson) was being opposed. Bat he stood there, caring I not lor what any man could say of him. He had worked his way up in the world to his present position, and he defied anyone to tind out a black spot in bis character. — (Applause.) The efforts made to keep him off the directory were a disgrace. If the battle had been fairly fought, he would never have stood up there to defend himself. It would be the first time he had been beaten, and surely he could stand a licking once. — (Laughter.) If elected he should do his outmost for tbe interests of the Bank, the same as had always done ; if not elected, it would not take one whit from his zeal for the Bank. He would still protect its interests. If Mr Rattray was elected it would encourage directors to retire very shortly before their term was expired, and offer themselves as eligible for rei election. It was a great pity that Mr Rattray should have bought and paid for votes. —(Cries of "Oh !" "Time," and a voice : "It's time you sat down.")— That gentleman had paid a very high price for the votes, as he (Mr Wilson) could prove. Here was a letter he had received from a gentleman, whose name could be seen by anyone at the meeting who wished to see it:— "Rattray wired to me to employ canvasser in his interest and at his expense. I replied— lt was too late." Another gentleman received this communication : "We are anxious to ensure the return of Mr Rattray as diiector of the Colonial Bank at the next meeting. To this end you might employ some one to collect proxies in blank, and forward to us. We can allow half-a« crown for every 100 shares obtained." Then a gentleman in the North wrote to him that "the South British have used every measure to get proxies for Rattray, and in Beveral instances all I could do was to get a promise not to vote at all." It had been stated that his and Ross and Glendining's travellers had been employed canvassing for proxieß. Mr Glendining : It is not true. Mr Wilson had to state that he had no paid canvassers, and had refrained from even allowing his travellers to go out for proxies. He begged to read the following letters from them :— " It having been stated that I have been collecting proxies for you by your authority, I am prepared to make an affidavit that you never asked me to collect any, nor have I been canvassing for you in this respect.— Thos. Culling." "As I have been blamed for collecting proxies for you by your authority, I am prepared to make an affidavit that you never asked me to collect any, nor did I ever receive more than -from you. — Thomas Hyndman." Now, at the first go off Mr Rattray had employed a man to go round and abuse him. The Hon. Mr Chapman : There is nothing wrong in canvassing for proxies. You are fighting against a shadow. Mr Wilson continued to say that not only did Mr Rattray's paid canvassers abuse him, but they stated falsehoods concerning him. From one of them he had received the following apology : — "I have postponed replying to yours of the 17th till 1 was in a position either to justify myself or acknowledge an error. I have been at do little trouble to find out the fact, and have now to apologise to you for having, in good faith at the time, mis-stated the matter of your keeping an account at the Colonial Bank, to the utmost two or three shareholders to whom I may have done so. As I now know the position, of course no remarks on that subject will be again made by me. It is only due to Mr Rattray I should tell you he sent me a memorandum so Btrongly worded as nearly to cause a breach in my engagement with him on the subject." He would not have cared what Mr Rattray, or his paid officers, said of him in Otago, because he was too well-known in this district for it to have effect, but in the North it was different. It was ungenerous and mean to pay men to slander him in the North Island, where he was not known. It was to such proceedings that he objected. One of his friends in Wellington wrote to him, " Your friends are sorry to see the way you have been abused here. It may make you uncomfortable, and it will do the Bank no good." If the shareholders were satisfied with these proceedings he was. He would always protect the Bank's interests, and be found ready to stand up against any likely to do injury t,o the Bank. He would give Mr Rattray an opportunity of assisting the Benevolent Institution.— (Laughter.) If he could find over 20 shareholders whom he '(Mr Witeon) had asked to vote for him, he would give 10a for every one. Mr Cox : I would like to ask whether Mr Ratbray kveps his account at this bank ? The Chairman : So far as I know, the directors have taken no part in the present election. With regard to the question just put, it is quite unusual to answer as to who keep accounts with us, and I don't think I ought to be called upon to answer this question,—(Hear.)

Mr W. D. Stkwakt : I should like td know whether the directors intend to amend the constitution of the bank, so as to provide against occurrence to that which has now arisen. I think the provision whereby the old blood is not allowed to get a monopoly of the directory, Mr Rattray has nob broken the letter of the constitution, but I am quite as s&tisfied that he has broken the spirit of it.— (Applause.) It never was intended that a director should be at liberty to remain aix or eleven months at the board, then to quietly retire and come oufc a month or two afterwards for re-election. There should be some amendment whereby there should be no indirect way of getting on the board under circumstances similar to the present. The Chairman : There is one matter which Mr Stewart has forgotten. There is actually one director who goas out this year, and who is not eligible for re-election. Mr EC. M'Neil pointed out the question had not been answered. Mr Geokge M'Lean" : I will endeavour to answer it. One director must retire by lot. If one resigned before the end of his term, still another would have to go out. It is iv tho hands o£ the shareholders to say if they will not elect Mr Rattray. I decline to be dragged into the dispute about the election. I have kept my hands clear of it except saying how I would vote. Mr M'Neil: The question is still unanswered. It ia simply whether the Directors intend to amend the deed of settlement so as to prevent such a case as the present. — (Applause.) The Chairman : I understand the question as now put. It ia one I cannot answer just now ; it has never been considered by the Board, and there would have to be a meeting to ascertain whether or not there was any such intention. There is no doubt of one thing : there may be certain alterations in the Articles of 'Association recommended to the shareholders, and this matter may be considered at the same time, but at the present moment I cannot answer for the Board. Mr Rattkay explained that before he committed himself to coming forward as a candidate he consulted Mr Haggifcfc, whose opinion on the point was clear. As to canvassing, it was only during the last five or Bix weeks that it was much pressed on his attention. When he observed it at previous elections he had thought it a very objectionable precedent. There were 12,000 votes j the voters were scattered over the Colony ; and the deed of settlement provided for proxies. There were only three ways in which the election could be contested. The deed of settlement intended that the votes should be looked after, though he considered it a very objectionable way, and it ought to be amended. He knew many men in Dunedin, connected with the banks, who were very eligible for seats on the Boards, but who did not submit to go through the ordeal Mr Wilson and he had had to go through. It was against the interests of the banks. When he found he had an opponent who was reputed to be one of the best managers of an election in the province, he determined to show fight of some kind, and he sat down to consider how the election should be carried on. Having decided that he could not retire withoutj striking a blow, he came to the conclusion that there were only two or three ways of doing it. The first was a personal canvass which he could not, and would not, undertake. The next was to employ his own business staff, but he could not afford to take them off. The next, and last, plan seemed to him to be the least objectionable. It was to employ respectable professional agents, who undertook to do everything. He employed Messrs Seward and Walker, who managed it very quietly, and did work better than he and his clerks could have done. He also employed agents in other districts of the Colony, and they would expect a Hbtle payment. —(Laughter and applause.) He did not tell them the sum he would pay them, but he understood he was to pay no more than the Chairman and his predecessors had paid on similar occasion. To future candidate!! he gaVe this advice : — Employ respectable professional agents, and pay them ; they do not lodge protests and bother the directors ; they do not write to the newspapers— bub they go quietly about the thing, which was far better. He had himself told Mr Wilson shortly after the occurrence, that one of his canvassers had been mistaken in stating that he (Mr Wilson) had no account at tho Bank. Mr Wilson knew that he (Mr Rattray) did not give that information, and that he was at great trouble to explain to him that he was incapable of taking such an advantage of him. He and Mr Wilson had shaken hands thereupon, and the circumstance should not have been alluded to. The ballot resulted in the election of Mr Rattray. ELECTION OP AUDITOBS. The Hon. Captain Fkaser moved, and the Hon. H. S. Chapman seconded, the nominations of Messrs W. P. Street (one of the retiring auditors) and J. T. Ritchie as auditors, and there being no other candidates, these gentlemen were declared elected. The meeting closed with the customary vote of thanks to the Chairman.