TARANAKI PETROLEUM COMPANY.

Taranaki Daily News, Volume XLVII, Issue 81888, 15 November 1906, Page 2

TARANAKI PETROLEUM COMPANY.

STATUTORY MEETING. •SOME STRAIGHT TALK. ELECTION OF DIRECTORS. A STRONG BOARD. Ab'out four hundred shareholders

attended llie adjourned statutory meeting of shareholders in the Taranaki Petroleum Company, held in the Theatre Royal, New Plymouth, on Wednesday morning. The atmosphere seemed surcharged with suppressed excitement, and shareholders evidently looked forward to a lively meeting 'in consequence of the re-

potted friction between the directors and the ex-secretary; and owing to

the many rumors in circulation concerning the company's affairs. The directors, with the solicitor and secretary, were on the platform. Mr Humphries moved, and Mr Faser seconded, that Mr D. Berry, chairman of directors, take the chair Mr Robertson moved an amend - ment, seconded by Mr Blanehett, that Mr Malone should be chairman. Mr Malone considered that Mr Berry should pteside. It was his right, as chairman of directors, and l as chairman of the statutory meeting of which this was but an adjournment.

The meeting adopted a similar view and Mr Berry was elected chairman. The chairman stated than he ih< tended at the outset to refer to certain charges made by Mr Laing in his circulars issued to shareholders. In one of these it was urged that no director should be a supplier of material to the company. This involved a personal explanation by Mr Berry, who said he had 'been a supplier him-' self. At the first meeting of directors he and Mr Rollo had declined to ac: if holding office would debar tlicm from catering for the company's trade. The matter was very fully discussed. The directors came to the conclusion that as Messrs Berry and Co. carried the largest stock of ironmongery requisite for the purposes of the company, the firm should not be barred from supplying, especially as some of the goods could be obtained from only that one firm in New Plymouth. Then JOIJey and Rollo, of which firm Mr Rollo was a member, had the only local iron foundry works, and it was essential to deal with the firm in order to save time that must be lest in obtaining foundry work from Auckland to Wellington. Sending away would sometimes involve a delay of a couple of weeks in the delivery of the goods. Besides this, Mr Fair, the manager, stated that the local firm supplied at lower rates than was usual in the Australian markets. For his own (Mr Berry's) part, his firm had always supplied the company _at wholesale prices. The articles were framed, the chaiinran said, so that the directors were enabled to' supply,

but the manager was instructed to buy in the cheapest market. l''or the live months' operations of this company, Berry and Co.'s account had only been ,£SO, and about £2O had •been charged 10 the original Moturoa Company. Okey and Rollo's was heavy, of course. if any shareholder could find anything wrong with that, he (the chairman) would like to hear about it.

Personally, Mr Berry said ho should have liked toretirc from the directorate, bur had decided to stand as a vindication of his actions and the actions of the Board. It had been open to him to retire, or to retain his sea without electbn, but he hacl decided to leave-the mailer in the hands of shareholders, and for that reason was now a |for (elecjiojn. (Applause.) If the shareholders did not approve of the course of action adopted by the directors, then they could elect a new board'. lie mentioned that the directors had attended 40 or 50 meetings and a very large number of committee meetings, besides attending at the company's office frequently. lie would not undertake the work again, except that he knew that it was fraught with so much importance nut only to Taranaki but to the whole colony. (Applause). Then there were complaints made about the amount paid to Mr Fair, the manager. Before the speaker went South he had an agreement prepared for execution between the manager and the company. Whilst he was away Mr Fair so altered the agreement that it was not acceptable to the directors, and a full day was devoted to the matter. Eventually Mr Fair gave way on most points, but 0.1 the question of salary absolutely declined to engage at less than £720 1S j a x ear until the first two bores were put down on payable oil. His original claim was for ,£750. At that time their manager had several tempting offers, and had he not received the salary fixed, the company would have lost his services and these works would have been closed down. The directors had, therefore, done what any of the shareholders .woukl have done in like circumstances—they had engaged Mr Fair on the best terms possible. "You must recollect/' said Mr Berry, "that Mr Fair is an expert in oil." The chairman stated that probably he wjuld have to be personal in some of his explanations, but ho had to "fight an organised party, and would figlit with the gloves off." Coming to the question of drillers' wages, the chairman said Mr Fair hau reported to the directors his ability to get good drillers at £6 a week, and it was impossible to get j

good men for less. lie would probably anticipate a question when lie stated that one man engaged was a Mi lnchman, Mr Fairs brolher-in .aw, and lie got £(> a week. Other men at the buic got £5 a week, and all worked in u bouts' shifts—ten hums' winking, and two for meals. Dnllcrs were very scarce.

it seemed necessary, too, lo explain the directors' arrangements with Hie present secretary, Mr ilugh Baily. Tnc engagement was a temporal y one for three months, at £5 per week, and was made in a case

of great emergency. Mr -Laing's term expired on October 31st and die directors for reasons that would appear presently, did not ieel inclined 10 re-engage him. The £5 a week included the uso of Mr Baily's office, strong-room, post oflice box, typist, and messenger, but extra was p a id for extra clerical assistance that was absolutely necessary until the company's work was brought to the advanced slate necessary at ithis stage, lie did not think Mr Baily w-ou.d make anything out of the job. At the end of his term the company Wjuld invite applications for the position. The chairman was decidedly of opinion that the company should have, offices of its own, so that a change of secretaries would not totally disarrange the business as this change had done. He added that, of course, if a certain "ticket 1 ' were returned fur (lie iliroctotate, 'he "whole thii|g was cut and dried, 1 ' There was an immense amount of clerical work to be done. No scrip had yet been issued for the 2(j,u00 ode shares. After rhe work had been got into order, the directors' meetings would be h'-s frequent, and the work would be very much lighter all round..

Mr Berry mentioned dial on 27th July Mr Uiiitf transferred iu Mr Monle;|ih i;,oii shares and In Mr Ke|sey 5(1.1 shares. On October uli' ii 1 hi- proxies were in. Mr Lain» commenced to buy in again. IJis ptvxie- amounted to 1095, and the whole r,f the rest ~f ihe proxies anionnied to , in ly 550., so "his heaieis cou'd imagine tll.lt had (lie meet ir.ff 1101 been adjourned a fortnight ago, there would liave been an J eetM'ii of directors nol by the shareholders, but by the Necre'iu'Y U, V> could have pm i u jp-;; w j u , m !u , chose, 1 d 1 reel o is were, l ( e 1 viKHiji'ht MV.uehcUh rs \\ouM admit. 1 quite justified in a. foiiadjournment.. Now. out of the sno shares hold by Mr Kelsey, ion were Iran-feired to Mr [\ Corki! far the consideration o|" one sliiHintf. The directors did not consider thi- quite the atraift'h t thin,t>-. j it wa-> evidently done to increase the voting power of the shares. A rcsuUitiun was parsed dealing a Iy with the m-Uter, by w'tich the directors declined to Kcotfiu-e or ; snr.etion any transfer in which merely a nominal consideration was stated. Jf the d'rcctors had *o mismanaged things, as Mr Laing had

<ed in hi circular, why was he It buying shares? ]f the shareder< would put on their tliinkinjf ■ _>s, it shou.d nut be hard to dis- ' .or tile unlive, but he (Mr li :,-y; uld not like to suggest the real son.

Another charge laid at the dooi • i the directors was that they had declined to supply 100,000 gallons o( oil, for the reason that such a sa'e would undoubtedly send up the price ut the shares, and this was not desired until a certain brjker, connected with a director, had filled an order for some share- at a certain figure. So the director was accused of trying to keep down the price of shares in the interests of the broker,

his son. It was also stated that the .dfiiectors had suppressed the letter of inquiry. At a matter of fact, the inquiry for oii had been received about the 22nd of October, and on the 23rd a resolution carried to the effect thai owing to the proximity of the statutory meeting of shareholder* lor the election of new directors the matter would no', be dealt with until after the shareholders' meeing. That re.-option was proposed by Mr Fair, and seconded by Mr Humphries. (Minutes produced and resolution read by the secretary.) Since then the same firm, Hutton and Co., of Dunedin, had made an offer of zjd pe.t gallon f.o.b. at the breakwater. This was thought too little, and the order was not filled, the directors fixing the selling price of crude oil at 6d a gallon, casks extra, but returnable. That information had been sent to the firm, but peculiarly

enough the letter could not be found, although the directors and secretary had carefully searched all the papers handed over by the late secretary. Concluding, Mr Berry stated the ditcctors courted the fullest publicity, knowing they had nothing to fear, as all their actions had beon straight and above-board. He expressed his willingness to answer any questions.

Mr Corkill asked leave to make a personal explanation at that stage. The Chairman: You are not a shareholder, Mr Corkill, and this is a shareholders' meeting. Mr Corkiil claimed the right to speak. The Chairman: Mr Corkill, I rule that you can>speak. You have no right to attend here. Mr Corkill; 1 claim to be here a s the holder of 100 shares. The Chairman (advancing to the front of the platform, and facing Mr Corkill) : 1 must ask you to stop. (Cries of "chair" and "order.' ) Mr Corkill: I claim the right to speak to the shareholders. I am ■-.peaking to the shareholders, and 1 intend to speak to them despite you. (Groans and cries of "sit down.") The Chairman; You know the tules well enough, and if you persist I'll have to get you thrown out. You have no right to be here, Mr Corkill: I appeal to the shareho ders. ("Sit down.') I am going to speak. You and your colleagues have brought mo into this, and 1 intend to speak. You're trying to gag tnc, (Yells for "chair.") Give me

1 a-r play. A voice: "Let's have a good wash-,ng-up." (Hear, hear.) Mr Corkill repeated the directors were attempting to gag him. The Chairman: VVc are doing no such thing. You came in to upset i..e meeting. Mr Corkill; I didn't. M claim fait

P. ay.. Mr Okey thought Mr Corktli should be allowed to speak. Tne Miateholders wanted all tite-infor'ma-cuin they could get. The Chairman: I can't allow it. 1

rule that Mr Corkill is not a shareholder, and has no right to be here. Mr Okey thought Mr Corkill might speak if the shareholders would allow The Chairman: The shareholder

don't allow it. I rule he can't speak. Mr Corkill: And I appeal to the shareholders against your ruling(Lrics of "sit down.") The Chairman: The shareholders

aie against you. At any rate, the shareholders have no say. The meeting is is in the hands of the chairman.

Mr Corkill: What, the shareholders nave no say? The Chairman: What's the chairman for? Mr Corkill; To keep order, and see fair play. (Applause.) I'm here as a shareholder. I'm not going out till I'm forcibly ejected; and I'm nut going' out until 1 have made an explanation of your reference to me in your speech. V'ou want to gag me.

The Chairman: 1 djnt want to gag you.

Mr Corkill and the Chairman exchanged a simultaneous broadside amidst much ' vociferous comment from the hall, and Mr Corkill appealed to the meeting. Would any snareholder move that he be heard ? The answer was prompt and unmistakable in a chorus of "No" and "Sit down." Mr Were said Mr Corkill was wasting time. Would he sit down: Air Corkill: Well, 1 don't want to fence myself on the meeting. Voices; Sit down Mr Corkill: 1 will sit down. Then business was proceeded with, in answer to a shareholder, the chairman said Mr Laing had received £7 7l a week as secretary, but as the directors thought this barely sufficient he had been allowed a shilling 011 each transfer. The Shareholder: So he was really drawing large monetary emoluments, as well as tlie directors who supplied

material. ! The Chairman: Yes, and we also leased several of his properties. 1 am one of the company's smallest supplies. But in order to show you ihat my being a supplier was not ills only reason or his real reason foi ciuuavounng to get on the directorate, 1 may mention that he came to me and told me he held command oi ■evral hundred votes and could thus put 111 whom he chose as directors. He personally asked me to endorse his arrangements, and promised my return as a director, probab.y as

enauman. Mr Rollins considered the company was paying too big salaries, and he advocated a reduction of 50 per cent, with a substantial bonus witen the oil proved right. Otherwise it seemed all the money would go in salaries; and there would be none left for drilling. (Applause. J Mr Berry thought that such a reduction would produce an anomalous position—a board of directors without seivanis. That would inoan playing into the hands o{ rival companies..

A voice; You are doing that now. The Chairman continued that a reduction of salaries by even 25 per cent would mean ihe loss of tho secretary, the manager, the drillers, and eveiy man they had' llr Rollins contended it \yould make 110 difference. There would be no difficulty ift getting borers if tlicv were advertised iui.

i'» Mr Ambury, the Chairman said Mr Laing for his £7 7/ a week had to provide office and clerical staff. lo Mr Kelscy ; The secretary" was now receiving £5 a week, and had authority to engage clerical assistance _up to £/ a week, making £l2 in all. This" would not last very long, but had been necessary for the pa n couple of wyeks, as the work had been numinous.'

Mr Were asked if it were legal to send proxies in an envelope already addicted and stamped, so that shareIwikliM's had only tj sign and return. The Chairman said ' ii was quite legal. but it was shaving' tilings (ii'lty fine. Mr Horry referred to tin 1 action in anything but complimentary ttrms. In many cases peoI> 1; 1 had sluwn their opinion (if Mr I,nine's course of \)y scoring "Ut his name and s.vmiing in the form appointing JJr Deny or the sccrc•i'iy. Jf all the shareholders had ('.'he ilieir duly in returning the prr.xirs sent out by the company the mating' 1 hat day would have been ( mewhat unnecessary.

] Mr Were asked the question to l which he was unab'c tj get an an■v.i'r at the former meeting", and wa» informed that from Sth October to dale (if closing the share list only 'j shares had been applied for. Mr Merry said there was no chance of iraud on the shareholders there, Mr Were then asked if the directors had themselves disposed of their vendors' a disadvantage to the company's issue of contributing shares. It was stated that thousand! o; Share had fee?# twfikW by the]

directors themselves H c had ~,, , d ( , ctor6el . inff2o e o h d ard inc Chai.maii ..uloci dueaor, Mr G. C. ~u " « number. Per.-unallv, "i,„j nut's ll"" ,W tVUcI ilffjlcl '' an(l had L°u. on "- (AW)lau<o.) ,la '• »• uld l°' V i U ' l,l£l t!H ' s ' 1, '" c 'i"!dors «-S 7' h b f L ' rs a,ld p:au«.) * thu dircctora.o. (A p. Mr J-'air nv,,i hn - "1 imvoVi ,)er4 i <ma ' t'xp'ana* cu-ed of .-ciii,'. sa,d ' "boon acso.'d six—that is r my sllaies - 1 "icr you beli ev ,' m e" b " aie '-' . Wll °- to find out, b ut ,i la . 15 fo '' yuu J haros 1 sold f! ' S the nu ®bor of my name." Waat i held ia A voice.- How many? «iS>>« MaWr.on 1 o( J L O Vb , ' ay ' i. «»™ iMr Laing's) name L? r u* re his lfe V e l d '[ >' ,W «»but on jianded in) the name of Mr G r stated, directing f h"f r !? ment ' -> s should be returned to L form Why did Mr Laing n A aT"* ies? ' two na mes were tm the pro*.

«u^trS ce^n^ La T^ t them "'That 8 k° ol£S ' n fidence. ' WaS a breach «* con-

L. l ii?„Ss"L'" k « l -«l>« Mr

>1 J y r appointed, to devote the state salary required. P to Mr C D E n S CS 0 ' f °i Manai a. psgsg aw ' l " Cllairman explained that CU f.L, t necess; ! r y l ° furnish that in. ot Association th<s Artic ' ea ■'ad not been done. h# regre(fed * In order to enable such proxies to jWasttcsirc 'he motion was defeated, only four shareholders would rather expense of another trip'Z Z wfnt a" 1 1 . t '' s ' ranc hised. They wanted the directors to know that they were alive to the various mov e. ments afoot, and were closely reading heard Said he had d '' lat °ne side" was willing to use its proxies according" to the in on g thP e Putting them non the winning side. Would the same? 01 Ule ° ther Side ' do lhe in^nfn- n aS i k ° d . : VVllat is themeana 1 , dlvlsion 'nto two sides? th s® sheep and goats? absurd one" th ° Ught the P ro P° s al 'an The Chairman thought that, whilst the meeting would probably favour tho directors, he did not like the scheme. Proxies were not sent in to be us e d m that manner. The pioposal must be rejected. Mr H. J. H. Okey moved, according' to notice, "7]hat this meeting of shareholders considers it would be in the best interests of the company to withdraw from application the whole ot the unallotted shares of the company, and that such shares shall not be open for application again to the public until at least i 4 days' notice be given." Mr Monteath rose to a point of order. The meeting was called to e.ect directors. I ho Chairman ruled the motion in order.

j^ r on^ ca th: I doubt your ruling, don t object to the motion coming on, but the election should come first. , The Chairman said that the voting would probably take from four to six hours, and it should be taken last. It would be rubbish to keep business dangling on all that time. Mr Okey, explaining his motion, "aid he did not propose to close the share list merely for a week or "two, and then have it opened again; but it should be closed until the'next two bores were down on oil. Then, by, giving notice of the reopening date all would have equal chances of buying fresh shares. Anyone in the know was aware that at present it was possible to get shares without payment of the application money. Mr Berry; You're wrong. Mr Okey retorted that ha had found shareholders with their application moneys unpaid. Mr Berry; I think you're wrong.. I hero were some shares on which allotment fees had not been paid. Any application without cash .would go to tne wastepaper basket. Mr Davies seconded. The Chairman thought the motion a mistake to a certain extent. The number of shares allotted to date was not sufficient, and the directors should be allowed to allot up to 40.000. He endeaviured to get such a resolution through at tile first meeting of directors, but they were led away by the rosy tale of an Aucklandcr that the whole 64,00 c. could be placed in that city in three days. He thought the list might remain open for a few weeks to allot up to 40,000, and that 24,000 shares should be reserved to be dealt with by the shareholders. • The motion was carried with only four dissentients. *

election of directors. llw election of directors was ths next business. Mr James Wilson withdrew his name from the nomination paper. Messrs Morgan, Mills, and Tribe were appointed scrutineers. _Mr Dan Hughes asked if the Chairman could read out the vocations of he candidates. He might not like to put a sharcbroker in, and did not Know if any were nominated. . Ml Berry read: Berry, Daniel, uonmonger; Beilringer, Charles Uuanue:, ironmonger; Cook, lierbM. rM ' , ns ',- New Zealand 1 ortland Cement Company; Fair, George Charles, driller; Fraser, Murdoch, merchant; Humphries, vvuiiam, merchant; ] 0IleS) Michael James, architect; Eking, David, contSr 0 T n ' : Little ' Jose P h . ! r« V Messenger, William Bazire, r tired; Morns, Frederick Joseph, •™ Cr; 1? ? y ' , Ucnry Jamea llobbstaimer; Rojlo, John, engineer; Roy. John Barton, solicitor; Teed, David cuemist; Tisch, Gustave, retired. ' lhe pjHing' lasted til] p.m. 110111 about 11.30, the extension of time being in order to allow the small shareholders, business men and assistants, to yote m ihe lunch hour. It was well on in the afternoon when the. poll was declared. The following. veil were returned : *M. I'Tasej- 30?0 Joseph Little J- Okey *M. Jones ±2 C. h. Beilringer.. KKa J- u- Ro y ...t *D. Berry ]7 jj, i: Old directors.