NEW ZEALAND BANK.

New Zealander, Volume XVIII, Issue 1723, 13 September 1862, Page 3

NEW ZEALAND BANK.

SPECIAL MEETING OF THE SHAREHOLDERS. The meeting advertised to be holden on Wednesday last at noon, for the purpose of taking into consideration tbe proposal contained in a requisition to alter the deed of settlement, as follows:—"Provided that the first directors, viz.: John Logan Campbell, Thomas Henderson. James O'Neill, George Burgoync Owen, Thomas Russell, Charles John Taylor, and James Williamson, be eligible tor re-election without any notice," took place on that day in the board room of the bank, when a large number of shareholders were present. In the absence of the Chairman of the Board, the chair was occupied by Mr. James O'Neill, who, after a few words of regret at the unavoidable absence of that gentleman from the province, and from whom he thought the meeting perhaps might have received a fuller and clearer exposition of the object for which it was called than it could do from himself, proceeded to explain that, under the 77th clause, any number of persons holding not less than 3000 shares of the capital of the company, could call upon the Hoard of Directors to convene a special general meeting. The present meeting had been called at the instance of several Shareholders of weight and influence in the Company, and the Directors hail been the more willing to comply with such request on account of the desirability of considering the question proposed, which was this: whether an alteration should or should not be made in the deed of settlement, by which an outgoing Director might be rendered eligible f-r reelection In the present case the person for whose re-election this alteration was proposed, was one who had taken the greatest interest in founding the bank, who had nursed it in its infancy, had watched over it in its more advanced stages, and who must, consequently, he (Mr. O'Neill) concluded, be, in a business point of view, the most eligible candidate that could be returned to its present directory. Viewed in this light, it would-be a loss to the Shareholders if, for the want of this alteration, they were precluded from obtaining the services of such a gentleman. Unfortunately the lot to retire from the directory had fallen on Mr. Williamson, and the other members were, like many of the Shareholders, of opinion, that to lose the counsel of such a man during the next year or two, would be a serious loss to tiie institution. It was not with any wish to retain ollice for themselves; but solely with the desire to give the Shareholders the opportunity of re-electing Mr. Williamson that this change was proposed; and though the resolution to be placed before the meeting had reference to the seven Directors, that it was meant only to the one man, and only for one re-election. In order to render this more distinct, he proposed that the words, " at the election to he held in October" should be added to the resolution. He would draw the attention of tbe meeting to the fact that due notice of 30 days had been given. Mr. R. Dacre asked that the advertisement convening the meeting should be read. This was done by the Secretary, who also read a copy of minute taken at the Board of Directors held at Wellington, on the 22nd July. Mr DaCRE would like to feel satisfied as to the legality of altering the resolution without other 30 days' notice—the notice did not agree with the terms of the resolution.

The Chairman explained that the terms of the resolution would remain the same. The alteration, by confining its action to one particular month, in one particular year, would prevent the possibility of the power sought being abused. Mr. Dacki: still thought the alteration would necessitate another 30 days' notice.

Mr. Daldy thought the question just lay in this way: is the alteration legal, or is it not? The Chairman denied that the amendment was any alteration of the terms of the original resolution; it merely confined its operation to ;>nc man. Mr. BraceY disagreed with the opinion of the Chairman, and thought a notice of .'3O days would be necessary. Mr. E. King would advise the putting of the resolution, as advertised, to the meeting, and add the other words as an amendment. Mr. Williamson was the father of the bank, and he should be very sorry to sec him excluded from the directory. As a general rule, however, he thought the Directors should retire, and make room for others.

Mr. J. S. Macfarlane moved the original resolution, as a matter of form. Mr. I). Nathan seconded the motion. Mr. Williams begged to move that the deed of settlement do remain intact. This motion was not seconded.

Mr Kino then moved that the words suggested by the Chairman, " at the election to be held in October," be added. This motion was seconded by Mr. Stone.

Mr. Wuitaker, the law adviser to the Company, then said, it was but little further information that ho could offer them. The alteration of the resolution seemed to him a most reasonable one, for unless some such step were taken, Mr. Williamson must retire from office for twelve mouths. An objection had been taken to the original resolution as advertised, and not, he thought, without reason, for by that resolution the deed of settlement would be altered for all time; but by the addition of the words proposed, its application would be confined to one individual, and to one occasion only. It was for many reasons undesirable that Mr. Williamson should go out of office. They all knew that no one had done more for the Bank of Now Zealand than that gentleman had done. He (Mr. W.) could bear testimony to his zeal and trouble when they wore together at the South. It was not sought to retain Mr. Williamson on permanently in oilice; but the alteration merely would give an opportunity of reelecting him, if they chose, but only for the one year. Looking at the successful management of the Board from the first commencement to the present time, he thought it would be a misfortune to the Shareholders lo lose the counsel and advice of the very individual who had largely contributed to that prosperity, and it would bo highly judicious to make this alteration, and so afford an opportunity for Mr. Williamson's reelection.

Mr. Bracey: Do not these few words alter the deed of settlement.

Mr. VVihtaker said: The simple question was this —when a resolution has been proposed can it not bo amended then and there, or must thirty days' notice of such amendment be given. It seemed to him clear that a meeting had power to receive an amendment to a resolution of which duo notice, had boon given; if otherwise, every meeting would be liable to an adjournment of thirty days every time it was thought necessary to propose an amendment to a resolution. Sir. Daore stated that ho was prepared to receive the alteration after the explanation afforded by Mr. Whitaker.

Mr. Daldy thought an alteration of the constitution of the Bank would be necessitated, and due notice of such a resolution ought to be made public. There was no one in New Zealand whom ho (Mr. D.) would rather see President of the Bank than Mr. Williamson, but he did not think it was worth their while to alter its Constitution at so early a period of the Bank's existence for the mere sake of gaining that end. To take this step would bo laying down a dangerous precedent.

Mr. Tlios. Macfarlane thought Mr. Williamson' was so good a man for the office, that they ought to face the difficulty, and the, advantage of securing Mr. Williamson's re-eleciion would far outweigh any other objections apprehended by Mr. Daldy. The smaller resolution altered the deed of settlement quite as much as the larger one did, and certainly the resolution as amended was the more acceptable of the two. It was quite within their province to move an amendment on a resolution, brought before them after duo notice, and the amendment, if carried, became part of the original motion.

Mr. Williams thought that the alteration of the deed would cause suspicion to creep into the public, mind. The deed bad boon drawn up to prevent any undue proceedings on the part of the Directors. Clause 16 of the Act of the Corporation allowed that—- " The discounts or advances by the said corporation on securities bearing the name of any director or officer thereof, as maker, drawer, accepter, or endorser, shall not at, any time oxoood in amount one-tenth of the total advances and discounts of the said corporation." —So that if ten officers chose, they could manage for tllCir Q\yq exclusive use tljo wfyole. capita,] of tlm com-

pany. (Cries of " No, no.") He protested against the slightest alteration of clause 41—

"That at the first half-yearly general meeting to be. held alter the election of the first directors under the last preceding clause, one of the said directors shall go out of office by lot, and shall not be eligible for re-election; and in like manner at every succeeding half-yearly general meeting, to be held in the month of October in each year, another of the original directors shall retire by lot, and shall not be eligible for reelection until the next ensuing election, and so on until the whole of the original directors shall have so vacated oflice."

—He saw at the first meeting an evident desire on their part to carry everything by proxies. In Sydney they had been obliged to introduce this clause to check abuse. It would be better, he thought, for some director to retire and so leave Mr. Williamson in the directory. Mr. D. Graham thought that a very long discussion had taken place on a very trifling question. The meeting had been called, pursuant to requisition, with a view to alter clause 41, in order to allow of thereelection of Mr. Williamson. Clause S2, as follows, clearly gave them that power,— " That it shall be lawful for a general meeting of the proprietors, by a majority of votes, to make new laws, regulations, and provisions for the company, and to amend, alter, and repeal all or any of the existing laws, regulations, and provisions of the company; provided such new amended or altered laws, regulations, and provisions do not extend to, alter, or repeal all or any part of the laws, regulations, or provisions established and settled by these presents for limiting the individual responsibility ot the respective proprietors."

—The provision contained in the above clause was not infringed upon, and he therefore contended that the meeting could adopt the amendment if they thought proper.

Mr. Stone thought that the remarks of Mr. Williams were quite negatived by the fact that the operation of the resolution woul 1, by the very amendment proposed, be limited to one man and for only one occasion.

Mr. Digxax said: That it was better to discuss the question than settle it off-hand as proposed by Mr. Graham, and that however much he might regret that an alteration should lave to be made in the deed of settlement, he saw no other way to secure the return of Mr. Williamson, whose services were invaluable. The way proposed by Air. Williams, that of some director resigning to save Mr. Williamson's going out by lot, would be illegal. He would support the amendment as the only course open to them. The Chairman here intimated that even if the amendment were; carried, that it, must wait for confirmation at a subsequent general meeting of proprietors holding more than one-third of the paid-up capital. Dr. Pollen slated that he came to the meeting with the intention of opposing the resolution ; and when he heard the chairman state the proposed amendment, the difficulty as to thirty days' notice presented itself to his mind in the way stated by Mr. Bracey. The explanation of Mr. Whi taker had however allayed his doubts, and he was glad that so great an advantage could be secured for the company as that of retaining Mr. Williamson's services without risk to the constitution of the Bank. He would, however, oppose any alteration of that clause, a clause which provided for the periodical infusion of new blood into the directory, and the letting in of new light upon the proceedings of the Board. He hoped the meeting would accept the amendment.

Mr. Dacre here stated, in reference made by Mr. Williams to the introduction of clause 42, that though copied from the Hank of New South Wales, it was not to be found in the English Banks. At one time the proprietors of u Bank in New South Wales were allowed to sell their shares under seven years' possession, and the discounts got entirely into a few hands, and directors got a fixed salary to pass bills.. It was to prevent such a state of things again occurring that clause 42 had been introduced in the new Bank. The Chairman stated that by another clause, if a discount of £2, ODD were recommended by live members of the board, the refusal of the. other two would negative such a recommendation, lie thought they might always rely on having two honest men out of the seven (laughter). Mr. WIHTAKER called on Mr. Williams to withdraw his opposition, pointing (Kit the illegality of the course advised by that gentlemen in recommending the retirement of one of the members to make room for Mr. Williamson. This .Mr. Williams expressed his willingness to do, and the amendment was then put and carried. The resolution as amended was then read, put to the meeting, and carried without a division. This finished the proceedings, and the*shareholders separated.