ROYAL FLOURING MILLS.

Timaru Herald, Volume XLI, Issue 3301, 27 April 1885, Page 3

ROYAL FLOURING MILLS.

An extraordinary general meeting of the Royal Flouring and Oatmeal Mills Company (Bruce and Co., Limited), called at the request of seventeen shareholders, was held on Saturday morning, at the Foresters' Hall, George street. There was a good attendance of shareholders. The Chairman of Directors and Managing Director (Mr McGlashan) presided. The Secretary (Mr N. Slight) read the shareholders' request to call the meeting, and afterwards the minutes of last meeting, ■which were duly confirmed. The Chairman then called on Mr Balfour to more the first motion standing m his name. Mr John Jackson enquired of tho Chairman if it was not right to first take the resolution, tabled by Mr Balfour, " That the shareholders have no confidence m the Directors." The Chairman replied m the negative, and again asked Mr Balfour to take up his resolution. Mr Balfour did so, as follows :— " That Mr Bruce, be appointed Working Manager of tho mill, and arrangements be made with the Pirectora accordingly." The mover said for a long time-now matters with which Mr Bruce va» closely connected, bad been before the

shareholders, who, he thought, were just as well posted up on them as it was possible to make them. He then shortly touched on questions leading up to Mr Bruce's dismissal from the mill by the Directors. The general feeling, he thought was, if matters had been allowed to go on, and Mr Bruce had had his position clearly defined, the result might have been very different. They must remember that the circumstances of the case were different from many others. For instance, when the present Directorate came into office Mr Bruce had full control of the mill, and after carrying it on for some time, the Managing Director altered Mr Bruce's position very materially. If the Managing Director had then absolutely defined Mr Bruce's position, then, perhaps, nothing more would have been said about it ; but to do as the Directors had done, brought him up standing by dismissing him, all would admit was rather a harsh way of treating him. A great deal might, perhaps, be said on both sides, but he thought apart from this, the extreme measures taken were, as he had said, rather too harsh altogether. No one for a moment could doubt Mr Bruce's knowledge of milling and of the machinery they had got, as it was undeniable ; and he was certain very few men m. the colony would have done as much for the mill as Mr Brace had. The machinery of it required proper supervision such as they could rely on Mr Bruce giving, and from the economical point of working the mill, he was sure the securing of Mr Bruce's services would bo a good investment for the Company. Shareholders thought the disagreements that had taken place were perhaps due a good deal to the mismanagement of the Directors, and they would, therefore, like to see justice done Mr Bruce. In conclusion he had great pleasure m moving the motion quoted above. Mr Crummie seconded the motion, and asked the Chairman what objection the Directors had to Mr Bruce being appointed their Working Manager. Shareholders, the speaker continued, had a right to know what this objection really was. He was sorry to think that an English-speaking community of gentlemen had tried to smother a man who had started such a splendid concern as the Royal Flouring Mills ; and was surprised that men could be found to turn another out m his old age j — men who did this did not deserve the name of Englishmen. Mr Jno. Jackson again asked the Chairman to let the no-confidence motion be taken first. Mr Barker thought it would be far better to settle the Bruce question at once and have done with it, then matters would be again conducted m a business-like way. With regard to the motion, he certainly thought Mr Bruce should not be reinstated, as it was obvious he and the Directors would not agree. They must remember what Mr Bruce had done m the way of starting the mill, but ho was one of those very sanguine men now and then met with, who were first and foremost m starting a large concern, but who they always found was not the man fitted to successfully carry it out. They must remember that m the case under discussion there were some very uncommon and difficult surroundings. Mr Bruce having been owner, it was very hard for him to take the position of a servant. What he would like to Bee was that they Bhould deal with Mr Bruce as liberally as possible m a monetary way. The Chairman said Mr Crummie had asked hun to state the Directors' reasons why Mr Bruce should not be appointed Manager, but he thought it better not to go into these matters, as he did not wish to hurt anyone's feelings. He could tell them this, however, that the Directors had done what they thought best for the Company at the time they dispensed with Mr Bruce's services, and they believed still that what action they then took was only right. If he- went into details he could tell them how money had been thrown away and work at the mill improperly conducted, and show them letters complaining of the quality of (he Hour while Mr Bruce was m office ; but he would not do so. Any shareholder, however, who desired to see these documents could do so. Since Mr Bruce had left, the Chairman added, no complaints had reached him of the quality of the flour, and one result of its good quality was the fact that m one week lately they had sent away 400 tons of it. Mr Crummie said the Chairman's remarks were all right, perhaps, but possibly Mr Bruce tried to take too much out of the wheat he had, which was not of such good quality perhaps as that the mill was now being supplied with. The Chairman said the wheat they had been grinding the last three months was of the same quality as that ueed by Mr Bruce. If shareholders wished a new Directorate m, of course the majority had the power m their hands j but he could tell them the Directors would have nothing to do with Mr Bruce after the part ho had lately acted. He had been going through the country making* statements which were incorrect, and which the Directors did not approve of. It was a very great pity he had so acted, as he was doing great harm to the business, and causing great expense to shareholders. He hoped the meeting would at onoe get done with the business m hand, and leavo all dirty matters alone. Mr Crummie said what the Chairman had just told them might be quite true, but there was no denying the fact that Mr Bruce had the majority of the shareholders with him, and that they desired he should be given another trial. He was suro now that Mr Bruce had seen the mistake he had made, he would act differently. Mr Balfour, m reply to a. remark of Mr Barker's, said if Mr Bruce were appointed Working Manager, he would not come m contact with the Directors, as he (Mr Balfour) had a further motion to propose, viz., that a commercial manager be appointed, who would deal with the Directors. Mr Meikle then rose and said there was a letter m his handwriting to Mr Bruce, defining clearly what work the latter had to do. Mr Bruce, he added, had no right to go into the office at all. Mr Balfour said Mr Bruce was now m a very different position, and would be prepared to take things differently. Mr Barker thought if Mr Bruce were reinstated he would go back with a certain amount of power, knowing he had the majority of shareholders at his back. Mr Balfoar denied this would be the caae. The Chairman was afraid the Directors would not agree to the motion. For himself he would not say anything j m fact, he had a notion of not coming to the meeting at all. It had been a bad business for him. He had been a supporter of Mr Bruce, but had from the force of circumstances been compelled to take a different view of matters. He would now put the motion, bnt before doing so it might be as well to remind shareholders that by the Company's rules they could not vote unless they had paid up all calls, and holders of Droxies could not use them unless the holders' calls were all paid. The vote would be first taken by a show of hands, and then if five members demanded a ballot, one would be taken, as provided for by the rules of the Company. Mr Jackson again urged that the motion of want of confidence should tako precedence, but Mr Moody pointed out that it could not be taken. The only legitimate resolutions now before the meeting were thoße given notice of by Mr Balfour. Mr Jackson said probably the Directorate as at present constituted might not carry out shareholders wishes as contained m the resolution before them. He for one intended to resign ; "he could not attend meetings Saturday after Saturday, tho' busiest of days ; be a guarantor to the Bank and spend a dozen, houra of the week for half-a-crown, and then come and hear a resolution put tantamount to asking him to resign. He felt the Directors would not accede to shareholders wishes, and, therefore, would not carry on the mill. Tho Chairman : The Directors, of 'course, will not give way, a3 clearly stated m their memo sent to shareholders some time ago. Mr I. L. Morris agreed with Mr Jackson. It was all very well for Mr Moody to say that the motion could not be taken. "He (Mr Moms) thought no Director who had any respect for himself would stand such a thing, and so far as he was concerned ho would have nothing more to do with tho mill. As Mr Jackson had said, they wore spending all their valuable time and money, and for what ? Why, to be pitchforked about as shareholders liked ; and he said again he would not stand such treatment. Mr Meikle : These are my sentiments also. Mr Jackion then moved, and Mr Morris

seconded— " That the resolution asking the Directors to resign come on first." Ayes 16, noes 19 ; motion declared lost. As Mr Moody applauded the result, the Chairman said if Mv Moody thought he was going to frighten him he made a great mistake. He (the Chairman) would have the vote taken properly. Ho was then proceeding to have a ballot taken, when Mr Jackson begged to withdraw the motion. This was agreed to, some sliaroholders remarking that tho question was hardly worth making a fuss about. The Chairman then put Mr Balfour's motion—" That Mr Bruce bo appointed Working Manager of the mill, under arrangements to be made by the Diroctors." Ayes 21, noes 12. As some bother ensued through the Chairman remarking that some of those who had voted had not paid all calls, a. ballot was demanded, tho Chairman nominating Mr R. Stewart as his scrutineer, and Mr Balfour nominating Mr W. Moody. Tho ballot taken, the Chairman read the result as follows :— Ayes 143, noes 177 ; the motion was therefore declared lost. The next motion was then taken. It was read by the Chairman as follows : — " That Mr Bruce be allowed £800 m paid-up shares m consideration of his claim for bonus and goodwill." Mr Balfour, m moving it, said he desired to modify it somewhat m this form : — That Mr Bruce got £200 as representing shares he had paid up with his own money, and £500 m cash or its equivalent. Speaking to the resolution Mr Balfour Baid he understood that the arbitrators m the recent case had granted Mv Bruce £260 for floating tho Company, and he also understood that Mr Bruce m doing so had expended £160 of this amount m respect of registration, advertising, and m travelling expenses going about the country getting persons to take up shares. They would thus see that ho had m reality only received £90 for what he had done. He understood that the provisional directors had once passed a resolution that m consideration of what Mr Bruce had done for the mill and the Company, he should be allowed some compensation. The minute read — if he remembered rightly — that should the mill prove a success within three years' time Mr Bruce was to get as compensation one-third of tho proceeds. They would thus see that they were bound m honor to do what they reasonably could for Mr Bruce, who had been the means of niakiug the mill the success it undoubtedly was. The Chairman said if Mr Balfour was going fully into these mattei'3 he might do so too. He would tell tliemi first of all that matters contained m Mr Brucd's manifesto were incorrect. If a certain gentleman present had made arrangements with Mr Bruce to give the latter one-third of the mill profits for three years, the Directors had nothing to do with it. He had beon informed by Mr Moody that such an arrangement as spoken of by Mr Balfour had been made, but he had after careful search failed to i!nd any trace of it on tho minute book. It was absurd on the face of it to think that a body of business men would agree to give Mr Bruce one-third of the profits for three years. It was m entirely his own interests that he got up the Company, as he thereby got a situation. Mr Bruce had lately been doing a great deal of harm to the Company not only m the purchase of grain, but m the selling of flour, and if he entered fully into what Mr Bruce had done he would, he thought, rather astonish them. As Mr Balfour had spoken of tho allowance made by the arbitrators to Mr Bruce, he would quote the claims made by the latter and the award of the arbitrators. They were as follow : — Claims made by Mr Bruce — For floating Company, £288- 13s 2d ; timber for office, £30 6s 3d ; office furniture, £56 10s ; timber m new store, £166 18s ; royalty for dryer, £500 ; fifteen months' salary, £557 10s ; cost of grain dryer, £666 3s 9d ; bag account, £800; total, £2566 Is 2d. Arbitrators' allowances— Wages, £525 ; for floating Company, £250 ; for sacks and bags, £100 ; for dryer, £560 ; office furniture, £18 ; timber, £48 12s ; total, £1491 12s. He would now tell them of another thing, though he did not care much about bringing it forward. As they were aware the annual general meeting last year was held m March. Previous to that he was Chairman of Directors, and at the March meoting he was again appointed. In April last, however, he intimated to the Directors that he wished to resign, as lie could not act with Mr Bruce, who was acting contrary to all instructions, and m such a way that he was tho responsible man and not the Directors as a whole. He (the JChairman) m consequenco of this said he could not stand it any longer, and wished to resign. When he expressed this wish Mr Moody wrote to him a letter which he read. The communication expressed an opinion depreciating Mr Bruce's commercial capacity, and urging Chat he should be kept m his own place (namely, that of Working Manager) . It also suggested that a competent man Bhould be appointed to manage commercial matters m the office. These, the Chairman continued, were Mr Moody's sentiments last April, and he now turned round on the Directors and wished to send them to Jericho. Mr Moody, ho hold, must have some object m doing as he had done, and if he stated it, and it proved satisfactory, he (the Chairman) would give up his position on the Directorate and if necessary sell the shares ho had. Shareholders, however, could not put m new Directors until the £10,000 liability to the Bank was satisfactorily settled. Then they might put m a new set of men, who possibly might make a " muddle". of it. In answer to Mr Mcikle, the Chairman said matters connected with the arbitration were not yet settled. Mr Bruce had been written to about it, but had not roplied. To Mr Barker, the Chairman said both sides agreed that tke arbitrators' decision should be final. The non-Bettlement of ' the matter was putting them very much about, as tho Bank manager had refused to give them any more accommodation until it was settled ; and they had a notice from Mendelson's trustees stating that unless certain moneys were paid immediate action would be taken. All these things coming together had put the Directors to an immense deal of trouble. The fact was, and he did not hesitate to say it, that some shareholders were just making the Company appear ridiculous m the eyes of the public, and not only doing harm to Timaru but to all the farmers' interests ; m fact they could not calculate the damage they were doing themselves — all fora whim to get- Mr Bruce back at the mill. This the Directors would not agree to, for if Mr Bruce were reinstated m the mill several of the men would at once leave, which would be a calamity to be deplored. Before concluding ho had another point to enlighten them on. Mr Bruce had told them when they formed the Company that 1200 shares had beon taken up, and the Directors had agreed to commence the business on this statement. But what did they find? Why, that instead of 1200 being taken up there was only some 700 odd. £500 of tho money m hand was taken to pay the first instalment to Mendelson's trustees, and thus only £200 odd was left to commence business with,— such a business as it was too ; why when they came to look at the result, it was something extraordinary, and he thought shareholders should be deeply indebted to the Directors for what they had done, instead of blackballing them asthoyhad been doing of late. Their conduct had been disgraceful. What he had said he was not ashamed of, and shareholders could meditate upon his words and chew them. Mr Moody said he still held tho same sentiments as those expressed m his letter read to them just now by the Chairman. The opinion he held when the Company started, and which he still held, was that tho departments should have been completely separated ; and had this been done shareholders would not have beon put to such trouble they had had lately. What he mentioned m Ms letter was still urgently needed, namely, a good Commercial Manager to superintend the affairs of the mill. The point really at issue wa3 this. Mr Bruce had overstepped his position, the cause of his so doing being the action of some of the Directors, who had persecuted him beyond the bounds of decency. (Tho Chairman : No, no. Mr Meikle : Who found the money for him ?) He (Mr Moody) held that tho mill would novor have been set going but for j Mr Bruce, whose mechanical skill none could j doubt. The position tho shareholders now took up as a whole was that Mr Bruce should be given another trial. Allusion had been

made by Mr Balfour to tho action of the Provisional Directors, which action the Chairman had denied because he could find no trace of tho minutes. The record of the minutes he now produced, as it had been carefully preserved by Mr Bruce m tho event of such a contingency as the present. Mr Moody then read the minute, which was to tho same effect as stated by Mr Balfour. Tho production of this paper caused great astonishment, and about six Directors and ■shareholders at once rose, and together asked questions about it. Tho Chairman questioned if the paper was genuino, especially as no account could be given of how it went astray. Mr Moody said it was not the first time minutes had gone astray, as some of Mr McGlashan's, when asked for by the arbitrators, could not be found anywhorc. Mr Moody said he moved tho motion himself, at the meeting,- and it was agreed to and duly noted down. The Chairman said the best thing the sympathisers of Mr Bruce could do was to put their hands m their own pockets and assist Mr Bruce. Mr Moody replied Mr Bruce did not ask them for charity ; what he asked for he was entitled to ns a right. The Chairman then said the minute-book had been kept by Mr Bruco up to November, and from that month to the sth January, by Mr Moody ; that it was whilo the Provisional Directorate was m office. In the book there was no mention of tho motion quoted by Mr Moody ; and to his (tho Chairman's) mind, there was something mysterious about tho whole affair. The meeting had better finish the business they were called to transact at onco. Mr Balfour again read his motion, nntl stated that if it were carried, the whole uffnir would be finally settled. The Chairman then declined to put the motion, aud added if the shareholders continued to pay away their money on such things a shareholder would test their right to do so by bringing an action against them m tho Supreme Court. Several shareholders then asked Mr Bruce to Btate his reasons for not accepting the arbitrators' award, but the Chnirman said Mr Bruco could not be allowed to explain at that meeting. It was only through courtesy that he was present at all. Mr Barker thought it only fair Mr Bruce should bo allowed to speak, and added that tho Chairman's ruling was very harsh indeed. The sense of tho meeting wna then taken, a large majority being m fnvor of heai-ing Mr Bruce's explanation. Mr Bruce on rising said Mr McGlashan had endeavored to run him to earth properly that day. (Voices : — " Keep to the point ; "" no personalities.") Mr Bruce said ho would co<co to the point, nnd tell thorn nt once that he was prepared to sign tho award us soon as the meeting closed. In conclusion ho would tell them that value had been received, on all tho items mentioned m tho award with the exception of the one mentioned by Mr Balfour. The Chairman again declined to put Mr Balfour's motion, holding it was not legal to spend the shareholders' money m such a way, and questioning whether the Bank would oash a cheque for the amount. He mentioned that tho Directors had agreed to place 30 shares to Mr Bruce's credit, and now that the arbitrators had given m their award, and both sides had agreed to the course which had been followed, the matter was finally settled. If the motion was earned, however, he (tho Chairman) should certainly protest against it and have steps taken to upset it. Mr Crummie said to his mind the Chairman seemed to think he could do what he liked. The Chnirman denied this. He was entirely m the hands of the meeting. But they know the old saying, " Where ignorance is bliss, 'tis folly to be wise," and ho was afraid the Baying applied aptly to Mr Crummie. Mr Moody said so far ns ho could (rather, Mr Balfour "did not wish the £500 to bo paid at once. Tho Directors could make any reasonable terms they liked. The Chairman was astonished at Mr Moody's remark, especially as the latter would not join the other Directors m giving a bond to the Bank. The proceedings were altogether most disgraceful. Mr Crummie said the Directors had the whole country at their back (meaning the shareholders) to help them. Mr Lovegrove (a Director) asked them to bring forward new men as Directors. Mr Meikle (a Director) snid they would no doubt get many shareholders to take their places ; but had Mr Chisholm a right to take them? The Chairman said sooner than see any trouble arise, he would make one to have the Company wound up to-morrow. They must remember that stopping such an industry a3 they had control of was a very serious matter for the whole country, — for the farmers particularly, as but few markets were now available for their grain. Mr Barker thought tho Directors and shareholders should try and come to some arrangement on this matter, which was really getting beyond all bounds. Mr Meikle was opposed to any arrangement, and said ho would move at next Directors' meeting that the resolution granting Mr Bruce thirty shares bo rescinded, and that he get nothing at all. (Hißses and expressions of dissent.) Mr Balfour's resolution was then put as follows : — "That Mr Bruco be granted twenty fully paid-up shares m lieu of £200 paid on two calls, and that he further be allowed £500 m cash m full of all demands," and carried, only five being against it. The Chairman said he noticed two Directors had voted. All he had to add was when the matter came before the Board of Directors he would strongly oppose it. Mr Balfour then moved the third motion standing m his name — "That immediate steps bo taken to appoint a thoroughly qualified Commercial Manager of the business, with charge of the office, grain-buying, and full control of the mill, subject to the Directors' authority." Before it was put Mr Barker said tho Directors had been jumped on quite enough, and shareholders should let them appoint a Commercial Managor. Tho voting was then hurriedly taken, the Chairman declaring the result — Ayes 3, noes 10 ; motion lost. Many shareholders strongly protested against the way tho Chairman had put the motion, and Mr Moody emphatically stated that he would not submit to bo " jockeyed " by the Chairman. : The Chairman said he had not " jockeyed " them; the vote had been taken properly. He ruled, finally, that the motion was lost. Messrs Moody, Balfour, Crummie and two others then stopped forward, and by the 56th clause of the Artioles of Association demanded a ballot. The Chairman then nominated Mr MoPherson as his scrutineer, but tho ballot was not taken, Mr Barker rising and stating it was time such scenes were ended and the whole mill put on a proper working footing. He was. assured the motion was not directed against the Directors as a body, but there was a. feeling that the management just now was liot satisfactory. (Mr Moiklo : That is very warm for us.) He would, therefore, like to see the whole thing done with. A shareholder then said they would not have any more confidence m tho Directors after what had transpired, ancnt the insurance business. The Chairman explained that only a small portion of the insurances he hod effected belonged to the Company. He could tell them also, that the firm of Moody and Ziesler knew what he was doing. He had conversations with them about it, and they had gone bo far a3 to give him a commission. Unfortunately he had trampled on Mr Moody's corn's by taking from him this paltry commission. Mr Moody had refused to insurefor him on a Monday, just because he had not gone to the office on a Saturday, a day on which for the greater part the offico was shut. [Mr Barker : One or two more revelations, gentlemen, and wo shall know all.] The Chairman then intimated that he was tired of the meeting, and begged to bo relieved of the chair. Mr Bolfonr then moved — "Thut tho shareholders have not confidence m tho Board of Directors as at present constituted, and that they be requested to resign, with the view of the Board being re-elected, so as to bo more m accordance with the wishes of the shareholders."' MrTigeon said the motion was altogether

wrong. They had perfect confidence m their Directors, who had borne the burden and heat of the day. Mr Meikle would move as an amendment — "That the Direotors be all sacked." He for one, would go out at once. The Chairman again desired them to relieve him of presiding, but Mr Balfour insisted that ho must remain there. Matters must bo argued fairly for and against, and they must behavo like gentlemen. He held that the matter of insurance was a very serious one indeed, and the Chairman ought not to bo allowed to lot it pass as he had done. His statements, to say tho least, were very contradictory. At one meeting he said he had insured once, and at the next ho said he had insured twice, whilst ns a matter of fact no insurance had been effected at all. This was rather odd, to say the least. Tho Chairman : You are charging me with fraud, Mr Balfour. Mr Balfour said he was only telling them what the Chairman had done. He asked where were the policies ? The Chairman said no policies were required. He gave notice to tho Secretary of what ho had done. Mr Moody might laugh, but he could tell him that what he (the Chairman) had done was done fairly and honestly. As for Mr Balfour, he repudiated what he had said. Tho Chairman then left the chair, remarking as he did so that he would like to say to them what the Minister of Mines once said to his constituents, " Kennel up, you curs !" Mr Barker said it seemed to him that it was only one member of the Directorate shareholders had no confidence m. —(A Voice : Yes ; only the one). He urged that the Chairman at once put the resolution. Mr Lovegrove then asked tho Chairman to resume the chair, but he would not ; ho was not going to be abused by one or two men 5 it was more than he could stand. An all-round discussion followed several members being on their feet at once, at the conclusion of which Mr Balfour was understood to say that a change was most imperatively needed as it was quite certain that the Managing Director had not the confidence of the shareholders. The guarantee business had been thrown down to them time after time, and what shareholders really wished to see was this obligation (if it could bo so-called) done away with by people coming m and taking shares. In tho face of tho way matters had been going on lately this result would never be achieved, for the Diroctors very plainly said to shareholders, " You havo no control, simply because we have guaranteed the Bank so muoh." He held shareholders should at once get rid of this position. The Chairman again said ho could stand matters no longer, and left the chair. Mr Moody moved, and Mr Crurnmio seconded, that Mr John Jackson bo voted to the chair. Mr Jnckson then by request again put the motion re Commercial Manager, which was carried unanimously, almost all the Directors declining to vote. Mr Balfour desired to withdraw the motion of want of confidence, but the Directors declined to allow this, and that the motion might be m order Mr Meikle (a Director) seconded it. Mr Barker then moved, as an amendment — " That the present Directors have the confidence of the shareholders." The amendment was carried by 9 to 3. The meeting then at (2.10 p.m.) adjourned with a vote of thanks to the Chairmen.