ROYAL FLOUEING MILLS.

Timaru Herald, Volume XLI, Issue 3266, 16 March 1885, Page 3

ROYAL FLOUEING MILLS.

The adjourned second ordinary meeting oi shareholders of the Royal Flouring and Oatmeal Mills Company (Bruce and Co., Limited) was held on Saturday morning in the Foresters' Hall, adjoining the Council Chambers, George street. There wero about fiftj shareholders in attendance, and Mr E McGlashan, Chairman and Managing Direc tor, presided. Business was commenced by the Secretary to the Company (Mr N. Slight) reading tin minutes of last meeting. Some discussion took place between thi Chairman and Messrs Moody and Crawforc as to the order of business, the Ohairmai holding that the adoption of the annua report and balance-sheet, the election ol Directors, &c., should be taken first, while Messrs Moody and Crawford held that the meeting had been called specially for con sidering the report of a Committee of share holders appointed on Mr Moody's motion ot the 14th February, viz., to confer with the Directors as to the reinstatement of Mr Bruci as Working Manager of the mill, and as to th< office arrangements generally. Ultimately ii ■was agreed to read the report at once anc then proceed with the business of the ordinal 1 ] meeting, after which an extraordinary meet' ing would take place to take into consideration several motions of which due notice hac been given, and alao discuss the Committee 1 ! report. The business of the general meeting wai then begun by the Chairman moving thi adoption of the Directors' report and balance sheet, whieh were taken as read. The motioi was carried unanimously. The Chairman next moved the adoption o the Auditors' report, but before taking th vote on. it he would like to make a further ei planation of matters contained in it than h had at last meeting. There had been, he saic two shipments of produce that required t be insured, but on sending down to the Ii aurance office he found it was shut. He wt prepared to take the risk on the shipment and he did so. Last Saturday, 1 added, the same difficulty arose, and c Friday last he had also taken the] risk c himself. Mr Moody said' as the Company had i open policy, bow was it the Chairman had I underwrite himself ; and Mr Jackson said 1 ■was agent for an office which waa open fr quently till six o'clock at night and wou tuke any risk they liked. The Chairman said they were in the hab of insuring in the National Office, but wou! for the future probably go for Mr Jac lob'i offics. /

.. \ Mr Moody said he had made enquirii r t into this insurance business, and he would all e make an explanation about it. First 1 y would read the Chairman's remarks mac a about these insurances at last meeting. B n did so and continued : The goods shipped b 'g Bruce and Company (Limited) were covere 13 with an open policy, and were held covere j. on declaration being made should th d office not happen to be open, and tb j premiums were taken next morninj n and the National Insurance Office wo d no exception to this rule. Mr McGlasha , r had said it was a Saturday whe a the first delinquency occurred, but o e enquiry he (Mr Moody) found that the lat ,f insurance effected in the National Office wa 1( on the 19th August, a Tuesday. On the 21t r August, a Thursday, the s.s. Penguin took h thousand sacks which were not insured in th . Company's office, and on the 23rd Augue a the s.s. Mawhera and the s.s. Taiaroa. took large cargo each which also were not insured in fact the insurances at the Company's offic ) were not resumed till the 30th Septembei ) In all the cases mentioned there was n [ necessity for the Chairman to have insure) L on a Saturday. In conclusion, he would tel ) them that the Chairman had received £3 [ for insurance, and they could judge for them j selves whether he was solvent as an icauranc j office, and whether it was a proper thing fo ) anyone to take advantage of his position an I pay money into his own pocket as M } McGlashan had done. (Applause.) j The Chairman said he was very sorry t . have touched Mr Moody's corns, but had M ) Moody been placed in the same position a he (the Chairman) had been he was quit . sure Mr Moody would have acted in a simila manner. Mr Moody (indignantly) : Never, Sir ; ! am not the sort of man to do such an act. Di< ; you obtain the sanction of the Directors be i fore you insured ? I The Chairman : No ; I took upon mysel j to do it, and gave a guarantee for it. Mr Pigeon : Did you, Mr Chairman, maki a deposit in the Bank against probable los before you made the insurances ? The Chairman : I have nothing to ia; against myself for doing it. I did it to sav' the Company ; not of my own wish. Ii future, as long as I am connected with thi I Company, and I cannot get insurance at the Company's office, I shall try and make arrange ments with another. Mr Moody : You are quite welcome to dc that. Mr M. Godby asked the Chairman if there was any memorandum in writing left in the office showing that he (the Chairman) wai responsible should any loss occur so, that such loss might be recoverable from his estate, (Applause.) The Chairman said there was. He left a note with the Secretary acknowledging his liability. In answer to Mr Crawford, the Chairman said he could not produce the note now, but rather than make a bother about it he would make the Company a present of the £37 he had received for insurances. Mr Crawford said they would allow him to keep the money if he could show the note he gave. He was sure no gentleman present wished that Mr McGlashan should be one penny out of pocket. (Hear, hear.) Mr Meikle thought the remarks made by Mr Moody and Mr Crawford about the Chairman were disgraceful. The Chairman : Let us have peace and quietness, and go through the business quietly. I shall now ask you, gentlemen, to pass the Auditors' report. The Report was passed over in Bilence, no one holding up his hand for or against it. The Chairman therefore declared it adopted. The election of three Directors was then proceeded with. The Chairman said the Directors had met and had proposed that Mr Lovegrove be reelected as a Director, and. that Mr Jackson and Mr Pigeon be elected as the other Directors. Mr Brace's application had been withdrawn, and Mr Moody's application had been received two days too late. Mr Moody said this was another little fabrication. Hia application had been sent in on Saturday week by a special messenger, and as there was no letter box at the office the letter containing the application had been placed underneath the door. He held that it was in plenty of time. The Chairman said he was sorry for what Mr Moody had said about a " fabrication." He could tell them that Mr Moody's application had not been received till the Monday morning. The Secretary was in the office till 7.30 on the Saturday night mentioned, but did not get the application. It was picked up by Mr James Bruce, junior, below the office door on Monday. Mr Meikle asked Mr Moody if he could prove that the letter had been left at the office as he said. Mr Moody said he could. He had sent a special messenger in with the letter, and could produce this messenger if the meeting desired it. . The Chairman : I rule that Mr Moody'i application is out of order. Mr Moody : I claim my right to stand as a Director. (Hear, hear). lam not going to be put down or snuffed out by you, Mi Chairman. (Loud applause). Mr Jackson : I beg to withdraw in favor of Mr Moody. The Chairman : No need for you to withdraw, Mr Jackson. Mr Pigeon has been asked by me, and has consented, to withdraw in Mr Moody's favor. Mr Pigeon denied that he had given hit consent to withdraw, but said if Mr Moody wished to be elected he did not mind. The Chairman replied that now Mr Pigeon had so kindly withdrawn the Directors had no objection to Mr Moody's being elected a Director. Mr Jacob Hill questioned whether it laj with the Directors to say who was eligible oi not, and held that the meeting had more power than the Directors over this matter The proper way, to his mind, was to allovi all the gentlemen nominated to Btand, anc elect three from among them. They hac Mr Moody's word that his document reached the office on Saturday evening and therefore he was quite eligible. I seemed to him there was a kind of under current at work which was not at all creditabli to the Company. For his part, he would lib to see matters conducted in a more straight forward way. (Applause.) He would mov that Messrs Jackson, Lovegrove, Pigeon am Moody he eligible for election as Directors. Mr Moody agreed with Mr Hill, and sail he stood on his own legs ; he did not wan any man to withdraw in his favor. (Heai hear.) The Chairman said Mr Pigeon had with drawn in Mr Moody's favor, and it was to late now to alter it. Shareholders did no seem to understand it, Mr Moody particular! so. Mr Moody said he understood it perfect!; well, and again stated that his notice ha been sent in in time. Mr Pigeon rose and said (with much force that he had not withdrawn, as stated by th Chairman. Mr Barker asked if the new Directors wer to become responsible to the Bank for th guarantee mentioned at last meeting. The Chairman : The present Directors ha resolved upon this : unless the Directoi share tho guarantee, we shall withdraw ou security from the Bank, and let them 6ue ui We shall not buy a bushel of wheat ; w shall sell all the flour we have, and thea lc you have the mill to do what you like with. Mr Crawford : You must not think to ii timid ate us, Mr Chairman. I shall not b intimidated by the best man in the placi (Applause.) Mr Meikle : If you think you can d better than us, Mr Crawford, take my plac< I shall be very willing to give it you. Mr Crawford : I do not want your placi But if you talk to me privately 'about it, shall bo happy to listen to you. Just now am addressing the Chairman. _ The Chairman said he meant no intimidi tion at all. He was only informing shari holders of the Directors' intentions, and thei waa no use shareholders getting hot about i If men were appointed to fill their dlbci they would have to give a guarantee." B could assure them that it had been a vei bad time lately, and the Directors had bee seriously thinking of giving up the guaranb unless natters went more smoothly. All tl Directors wished was to plainly tell the shar holders their position. They did not wish intimidate them. Mr Crawford should n take it so much to heart. He would nc move that Messrs Lovegrove, Jackson si Moody be elected Directori.

bb Mr Pigeon claimed, and Mr Moody sup so ported him, the right to stand as a Director le but the Chairman said th« former had retiret le in favor of the latter ; if he had not, thou Mi fe Moody was not eligible. 'Y Mr Hill said it seemed to him the Director 'd could over-ride the rules at will. There rnus " be some influenco at •work to get a certait 16 member in. He again urged that the four hi le had named wero eligible. "' Mr Jackson then rose and again said hi n would retire, but the Chairman -would nol ' accept of it ; he again ruled that Mr Pigeoi n had retired in favor of Mr Moody, and eaic jj. that the shareholders now wanted to intiml date the Directors, who would not be intimi' jt dated. He again moved that Messrs Love a S t P re > J ac k 8(m and Moody bo elected ai e Directors, which was then agreed to. it The remuneration for Directors was ther a fixed as follows, on the motion of Mr Balfoui . seconded by Mr Sing : — For each attendance, o one guinea to country members and half e t. guinea to town members. 0 The next business was the fixing of the fee 3 for Auditors. 1 The Chairman said Mr Granger had done a very large amount of work during the past '' year in auditing the Company's accounts, and e had sent in a claim for £25 for it; he >r would move that that amount be paid. ? Seconded by Mr Moody and agreed to r unanimously. Mr Moody then moved, and Mr A. Cuth--0 bert seconded, that as two auditors are to be r appointed this year their fee be fixed at £12 8 10s each. — Carried. e Messrs Sims, Stewart, Cook, Warren and r Davidson were then nominated as Auditors, and a vote being taken, Messrs Stewart and J Sims were elected. 1 Mr T. Hall asked if the stock had been ' checked by the Auditors. This seemed to him a very important matter and should be dealt * with by the most competent person they could get. B The Chairman said the stock last year had 8 been checked by the Head Miller and Mr Bruce, jun., but this year the Directors prof posed to get a qualified person to take 8 stock. 1 This concluded the business of the general 8 meeting, and extraordinary business was 3 then taken, but before doing so Mr * McGlashan vacated the chair, and asked the shareholders to elect a Chairman for the meet- > ing. Mr Jackson then moved, Mr Moody ' seconded, and it was carried, that Mr 1 McGlashan be Chairman. ' The first motion taken waa as follows : — " That Clause 84 of the Articles of Associa- ■ tion be so altered that it shall be made to read as follows : — That t^e shareholders may k from time to time, in general meeting aa- ' sembled, appoint one of the Directors to be Managing Director of the Company, instead 1 of the appointment being made by the Direc- ' tors as at present ; and the remuneration be 1 also fixed by the shareholders so making the 1 appointment ; and that the Articles of Association be altered accordingly." Mr John Crawford, as the mover, said this motion was embodied in the report of the Committee to be considered later, and he would therefore with their permission withdraw the motion. — Agreed to. The next motion by Mr James King was — " That any shareholder holding in his own right shares to the value of fifty pounds shall be eligible for election as a Director ; and that the Articles of Association be altored accordingly." Mr Meikle moved as an amendment that the Articles stand as they are. The Chairman said this motion if carried would not come into operation till the following year, and in the interim the Directors would ascertain what effect it would have on 1 their banking arrangements and the stability of the Company generally. He would tell them one thing, however, that the previous notice of motion, the one he had before him and two others, were written by Mr James Bruce, sen., and probably dictated by him. Mr Crawford : They came from John Crawford, Mr Chairman, not Mr Bruce. You have no business to tell us who wrote this or who wrote that. I am surprised at you bringing up these paltry things. (Hear, hear, and applause.) The Chairman : A great deal has been dono by Mr Bruce in getting up meetings, and I look upon his actions as not only bad towards the Directors but bad for the shareholders also. Matters would probably have gone on much smoother had he let things alone. Mr Crawford : Gentlemen, I must speak again. I think our worthy Chairman is quite out of place in making any further remarks about Mr Bruce and his actions. He should now bury the hatchet, and let bygones be bygones. The report of the Committee is to 1 settle all. I think the Chairman should take up a position of dignity ; not the position of 1 throwing slander on a man that happens to ; be down. (Applause.) ■ The Chairman said he was only giving information, and a shareholder replied that the 1 Chairman was to his mind out of place in giving such information ; he should let 1 shareholders enquire for themselves. (Hear, \ hear.) ' The Chairman : Thank you, gentlemen. In seconding Mr King's motion, Mr Craw- : ford said the motion if carried would have the effect of getting good practical men on the ' Directory, and there was no doubt that the 1 name of the man with £50 of shares was just ' as good on a guarantee as the man with £200. Mr Meikle asked Mr Crawford if he could 1 inform him how tho Company was floated, but Mr Crawford ignored the question ; he was not talking to Mr Meikle. The latter ' continued : If the guarantee had not been ' given the Company would not have been 1 floated, as they were led astray as to the number of shares taken. Mr Jackson was against the motion, hold- " ing that the more money a man had in the ' concern, the more care he was likely to take * of it. [ Mr Hill, for the information of share- ■ holders, said these resolutions had been drawn I up by a number of men who had met to take action in these matters. The meeting had | been called by Mr Bruce and these resolutions had been brought forward. The Chairman and Mr Morris : Ah ! a 8 private meeting. ° Mr E. A. Barker was in favor of the motion. They should throw open the Directory j as much as possible and tho Company Bliould the benefit of the best ability to be got , regardless of money. As shareholders they 7. wanted to have a little opposition against the Bank j not to rely entirely on its influence. r> The voting was then taken, resulting in a large majority for the motion. l " The next motion, fixing the annual meet- ? ing for January, was withdrawn, as the annual report being adopted fixed the month of ? March for holding the meeting in. Mr Jacob Bill then moved :— " That the Z number of Directors shall he increased to ten, and that one more than half the whole numv ber shall bo a quorum ; and that the Articles '' of Association be altered accordingly." 6 Mr Moody saw no objection to this, motion. The only serious consideration was the paya ment of the extra number. 16 Mr Jackson, speaking from experience, said , the fewer Directors there were the more , business would be done. ' 8 Mr Barker said possibly, but there was tho a danger of the fow being a too happy family '" — sometimes. (Laughter.) e Mr Meikle moved, as an amendment, that the number of Directors remain as at present. . '" Mr Hill thought that by having mere 16 Directors more interest would be taken in the B * mill, and the business and other mattere better looked after. The motion was carried. e ' Messrs Moody, Jackson, Crawford and Guild, the Committee of shareholders ap- - 6j pointed at the meeting on the 14th Februarj i to confer with the Directors as to the rein' statement of Mr Bruce as Working Manager, and on other matters, handed in their report »• which was read by Mr Moody as follows :— e- " The Committee appointed to confer witl r e the Directors as to toe reinstatement of Mi *• Bruoe beg to report that they met thi 88 Directors on the 7th instant, and placed thi fe position before them. , ry » The Committee regret that no very satis sn factory conclusion was come to, the decieioi ae of the Directors after discussion being— ie « That it was resolved, in the best interests o e- the mill, that Mr Bruce's services in whateve to capacity could not be accopted in the mi] ot itself, but they are willing to do what ia i >w their power to adopt Mr Bruce's services, ii id (be erection of buildings and oatmeal milli or anything required outside of the mill, o

i- they would not even objeet, if the proposi- ", tion emanated from the shareholders, to give d him a sum annually for a defined period.' v " The Committee have considered the question raised by the Directors of repaying y Mr Bruce for his time, trouble, anxiety, and ,t capital sunk, and they consider that under u ordinary circumstances Mr Bruce would havo e been entitled to a very large bonus for handing over such an enterprise to a limited e Company, but considering the difficulties j. which attended the formation and subsequent B development of the present Company, they j feel that any sum really adequate to his . interest cannot be proposed, and suggest as a measure more suited to the Company's position that an annuity of £200 for five years be granted and paid by the Company to Mr Bruce or his survivors, or its equivalent in cash (£1000), and that he bound not to start in the same business within ten miles of Tima-u. " They further recognise the fact of Mr Bruce having taken a large number of shares in his desire for the welfare of the Company, and depending on his continuance in the service to pay the calls, but as there is no' certainty now of this being continued, the Committee recommend that the amount paid by him (£200) bo reckoned as 20 paid up shares, and tho balance of shares bo written off the share register. "The Committee having made no headway as to the object which the meeting appointed them for, viz., the reinstatement of Mr Bruce as working manager of the mill, regret exceedingly that the Directors have not taken a more- considerate view of the difficulty, and we leave this matter as it stands, regretting that the Directors have taken up such an adverse position which may possibly be quite sincere on their part. j " The Committee recommend that tho Directors be instructed to appoint as soon as possible a thoroughly qualified business manager, to conduct the commercial part of the Company's business, so that the Directors may be relieved from attending to details which they cannot be expected to do efficiently, considering tho extent to which the business has grown, and is likely still to increase to. They recommend that the appointment so made shall be of one outside of the Board of Directors. " They further are also of opinion that in order to strengthen the Company's position financially, that the shareholders be asked to make an effort to increase their shares so as to impart more working capital into the firm, and that ho wheat be bought during the coming season from farmers or agents (not at present shareholders) unless a defined percentage be taken out in shares in the Company. " They also recommend that the present shareholders have a preference in purchases of wheat, quality and price being equal." Mr Moody also made a fow remarks in oxplanation of the report, specially urging upon shareholders the necessity of putting their shoulders to the wheel to extend the Company's capital, so as to relieves those gentlemen who had so generously carried on the business and the Directors of a very serious responsibility, and 90 as to make the concern more self-support ing. Mr Jackson said there was one point of difficulty he met with in drawing up the report, aud that was in the absence of the arbitrators' report ; they could not form an opinion of what should be given and do justice to shareholders. The Chairman asked if the Committee desired the report to bo gone on with at once. Mr Crawford thought it would be better to go through with it now, as there was such a good meeting. Mr Moody was also against delaying the consideration of the report. The Chairman said the Directors hud not timo to consider it that day, and Mr Morris (a Director) said a thousand pounds meant a good deal, especially if the arbitrators made an award for another £1500. Ho thought the shareholders did not give the matter the serious consideration it required. They had passed resolutions that day which twelve months hence would make them look whiter than they did that day. Mr Crawford said shareholders wero in no fear of what they did that day. As regarded the report ho thought the Directors had had as much to do with it as the Committee had. The Chairman :It does not matter. Our lives will be very short} I only hope tho Company's will not be any shorter. Wo oppose this thing being dene. In answer to Mr Jackson the Chairman said ho had not got the Arbitrators' award. Mr Moody said he had, and informed the meeting that Mr Bruce had been allowed £1651, which, after deducting £733 for certain things left a net balance payable to Mr Bruce of £918. Mr Moody asked, Would 100 shares paid up be given Mr Bruce instead of the £1000 ? The Chairman said this was a very serious matter, and he would not bind them in any way. The Directors would like time to consider the matter. The Chairman again asked if they desired to pres3 for tho report being considered, and receiving an affirmative reply, put the motion to the meeting, twenty-three voting for it and none against it. The Chairman intimated that this motion and others carried that day would have to be confirmed at a special meeting, of which due notice would bo given. He added that the Directors would consider the whole thing carefully, and during next week would deliberate on their connection with tho Com pjiny as it at present existed, and decide whether they would continue in tho Coitpany any longer or not. He would like to see the Company prosper in the interests of the community at large. Still, the hostile attitude shown by a large number of the shareholders to tho Directors would, he feared, compel them to retire. Under these circumstances he held the shareholders could not blame the Directors, and therefore the shareholders would have to take the consequences. The Chairman, turning to the Directors : These are your views, gentlemen ? The Directors : Yes, Mr Chairman, they are. . The meeting then terminated with a vote of thanks to the Chairman.

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