GERALDINE DAIRY FACTORY.

Temuka Leader, Issue 1480, 16 March 1886, Page 2

GERALDINE DAIRY FACTORY.

A special meeting of the shareholders! of the Geraldine Dairy Factory and Bacon-Curing Company was held in the Road Board Office, Geraldine, on Friday evening last. Mr W, M. Moore, lata Chairman of Directors, presided, in the absence of the Chairman, Mr R. H, Poetlethwaite, and there were about 30 shareholders present. Messrs R. Skinner, N. Dunlop, J. Mundell, and D. Shaw, Directors, were also present. The Chairman explained that tho object of the meeting was to elect an auditor in the place of Mr W. Davidson, who bad resigned. He then read the letter from Mr Davidson, covering his resignation, stating that, owing to tho system upon which the books were kept, and which the Directors appeared to bo satisfied with, he must resign bis position as Auditor.

Mr Pearpoint asked the Chairman what was the opinion of the Directors in regard to Mr Davidson.

The Chairman said Mr Davidson complained that the books were not kept strictly in accordance with double entry; and he also insisted upon the necessity for more books being kept, which he (the Chairman) did not think was at all necessary. The Directors were satisfied that the books could be kept without a “journal,” In reply to MrCunningham,the Chairman said that no information was denied to Mr Davidson. Every facility was afforded him in connection with the auditing of the books.

Dr Fish said it was quite an assumption on Mr Cunningham’s part to say that information had been denied Mr Davidson, or that the Directors bad refused to meet him.

Mr Cunningham then asked the Chairman to read au extract from a letter which he (Mr Cunningham) bad received from Mr Davidson. Tho extract was read by the Chairman as follows “. . . . I may mention I offered to meet the Chairman, with the Secretary and Directors, and explain and point out my objection, but my offer was not taken advantage of.” Mr W. Postlethwaite said that from the tenor of Mr Davidson’s letter he seemed rather to dictate to the Directors what they should do. The Directors should be, in this case he believed they were, men who.were fully alive to what they should do. Mr Davidson had one system of book-keeping, and he would be satisfied with no other. He (Mr Poatleth waite) then wont on to say that he regreted so much was made of trifling things. Whenever local industries were started there were always some people trying to thwart their success. A Board of Directors should be given every chance. It was impossible for them to learn all at once a business they bad not been brought up to. If they wanted to carry on local industries in the country allowance must be made for a few little faults. He admitted there were some faults in the management, but not serious ones. Some things had been taken up by people which never should have been taken notice of, and this was the way Companies in this country were broken down, (Hear, hear.) As to the books, the Chairman had said they were clear enough, but Mr Davidson was not satisfied with them. He wanted books provided and kept in a way tho Company were not io a position to pay for. They should try to carry on in as economical a way as possible. He thought that Mr Davidson bad evidently beeeu trying to curry favor with a certain section of the shareholders to get a billet, Mr Coltman, Secretary, in reply to Mr Maslin, said Mr Davidson had not altered the balance-sheet after it had been drawn out by the Finance Committee, He (Mr Coltman) had gone into Tiroaru to Mr Davidson’s office, and he had comphtod his audit in five hours, for which he charged four guineas, and afterwards wanted a bonus of two guineas. Mr Mundell said it was no use wasting time in discussing Mr Davidson. He had treated the Directors in an impudent manner, and had evidently wanted to gel a “ nibble ” out of the Directors.

Mr Maslin differed from Mr Mundell, and went on to say that there had been transactions which would not pass any aaditor—transactions that were not allowed by the Articles ot Association. He referred tq" the commission" receiver) by a Director for certain sales of pigs fjj; behalf of the Company. Mr Mundell said he presumed Mr Maslin would like to have got the commission out of this sale, (Laughter.) Mr Maslip l}ad commission as Broker to the Company whep it was stapled, took up shares for himself, and then sqld oijt for |he pqrpqae of getting tlie pogitioq of salesman to the Company.

The Chairman said that accounts whiph were not in accordance with law. would not be passed by an auditor. There was not an account they were afraid to show to any shareholder. (Hear, hear.)

Mr Pearpoiot thought the discussion had gone far enough. He would propose “That Mr W. M. Sims, of Timaru, be elected Auditor at a remuneration of four guineas.” They required an auditor who was a thoroughly competent book-keeper. There were few limited liability Companies that did not keep books by double entry. It was not to be expected that all Directors understood double entry, Ur Cunningham seconded the motion.

Mr B. Taylor proposed as an amendment, and Mr Postlethwaite seconded—- “ That Mr E. H. Templar be elected Auditor at a remuneration of four guineas.” Mr A. Sberratt asked whether an auditor would be justified in passing an account for work done by a Director, and whether a Director who received remuneration could under their laws sit on the Directorate ? A public auditor would not pass an account of this description. Mr R. Skinner: I suppose, then, that a Director would not be allowed to supply milk ? Mr Sherratt t That is provided for by law.

Mr Postlethwaite thought that the discussion of such questions should be for the general meeting. The Chairman reminded the meeting of its object, and said that the Articles of Association provided that a special meeting could be called. On Mr Sherratt persisting in his question, the Chairman said he was not in a position to say what accounts an auditor might or might not pass. Mr Sherratt: You will expect him tq pass accounts according to law t Mr Coltman asked, in the event of Mr Sims being elected Auditor, whether it was likely he (Mr Sims) would enquire, on going through the accounts, whether every man was a Director or not, if he did not know them ? Mr Sherratt reiterated his question, and Mr Postlethwaite said the Directors would be called upon to pay out of their pockets what they had illegally spent on behalf of the Company. It was impossible for anyone to say what accounts an and tor would pass. Mr Maslin said this was all the more reason why they should elect a person who would not be subject to local influence or bias.

The Chairman then put to the meeting Mr Taylor’s amendment, “ That Mr E. H. Templar be elected Auditor at a remuneration of four guineas,” and eighteen hands were held up in its favor and four for the original motion, that Mr Sims be elected. The amendment was, therefore, parried,

Mr Cunningham then moved, and Mr Fearpoint seconded —“That it be a recommendation to the Directors to have the books kept on the double entry system, and that the auditor be instructed to open a proper set of books.” The Chairman declined to put the resolution as the meeting had been called for a special purpose. It was for the Auditor to make a recommendation. It had always been the Directors’ aim to work amicably together and to conduct the business of the Company to the best advantage, and any recommendation which they considered would be of advantage to their Company if carried ont, they would of eoarse be glad to adopt. Mr Cunningham wished to make an explanation in reference to a remark which had fallen from Mr Postlethwaite. He (Mr Cunningham) disclaimed that he had supplied Mr Davidson with any information, or that Mr Davidson bad been making use of him to get a billet. No one took a greater interest in the Company than he did, or wished more to see it prosper, Mr Maslin asked if it was true that some of the Directors, whose calls were not paid up, voted that certain shareholders who were in arrears should be summoned. Mr Coltman said Mr Maslin was at liberty to examine the ledger and see for himself if such was the case or not.

The meeting then terminated with a vote of thanks to the Chairman.