MASTERTON THEATRE ROYAL COMPANY.

Wairarapa Daily Times, Volume VIII, Issue 2267, 10 April 1886, Page 2

MASTERTON THEATRE ROYAL COMPANY.

A general meeting of shareholders was held in the Institute lait night, Mr M. Caselberg in the chair. There were also present Messrs Thompson, Payton, Jago, Pickering, Chamberlain, Smith, Barker, Dalrymple, Muir, and Hogg, The minutes of the last general meeting were read and confirmed. The balance sheet and the auditors' report, which had been circulated amongst the members, wore laid on the table. The Chairman, in moving the adoption of the balance sheet, said shareholders would see they had progressed favorably. Thoy had paid off the overdraft at the Bank and, other liabilities, and had a credit balance in hand. So far the management had made headway. Since their last meeting th# arrangement with Mr Coker to take the Theatre for a farm h»d fallen through.. They had advertised for tenders, in consequence, for the lease of the hall and shops. Tho position of the Company waß that they had a mortgage of £ISOO. They had spent some monies on the shops, which were at present let,' and 1 no doubt they would be able to let

the-Theatre in the future on better terms than in the past. There would be no dividend declared, hut the position of the Company was much better than in previous years. The weak point was that instead of having all the money in tho Company of 400 shareholders of £5 thoy had only 149 shares taken up, and were "paying at the rate of eight pounds per cent per annum on £I6OO mortgage. Their directors had demonstrated that the property could be self-supporting, and the natural increase in value to the Theatre from its position would make the property a valuable one. Tho liability to the shareholders amounted to £745, which with the amount of the mortgage £1,500 made a total indebtedness of £2,245. It wouldjbe better for them as a company, to take up shares to relieve the propertyof apart of theinortgage. The directors thought it prudent to recommend that the the company issue 100 new shares for the purpose of reducing. the mortgage to £IOOO. Ho knew several of the directors who had such faith in it, as to express their intention of taking up extra shares. • The proposed now shares would be offered to tho present shareholders first, as they had borne the brunt of starting the Company, and guy they did not take up would be open to the public. He would be very glad to answer any question that any of the shareholders might choose to ask. In answer to a shareholder the Chairman said no eligible tender had been received by the directors for the lease of the Theatre. They would therefore carry it on under the same arrangement as they had prior to its being let to Mr Thompson. Mr Hogg ask" ed how it came about that Mr Coker had been wanted a lease of the Theatre for a considerable period without tenders being called by the directors. Mr Payton said he was in the chair at the meeting which dealt with that ques-. tion. The directors then considered it' in the interests of the company to accopt the offe» made to them, and undoubtedly exercised their right and power, It was a matter of, discretion-whether or not thoy should accopt the offer, and it was almost unanimously carried in favor of it. _ Events subsequently transpired which it was not necessary to go into then. ' The Chairman pointed out to Mr Hogg that thoy were a private Company, and it was not necessary for a private Company to adopt the course carried out by public bodies of calling for tenders, If a good offer was mado and it was to the interest of the Company, it was the duty of the Directors to embrace it, The Directors wore chosen to manage their financial officios, Although he was not present at tho meeting, ho full) upheld their right to act as they did, It was not a matter of whether it was clandestine but the question was whether the party had offered enough, and whether he was a substantial man. If tho directors then present thought it good enough it was their duty to accept the offer. Of course if they had done wrong through an error of judgment they could be censured at that meeting. Mr Muir said the tonder sent into the Company by Poloy and Berkley and accepted by them was lower than Mr Coker's offer, which the Directors had accepted. If Mr Coker had carried out the arrangement on his part, it would have been an advantageous thing for tho Company. It was not a proper thing to attack the Directors through the papers. Mr Hogg should have called a meeting of sharo- , holders and' ventilated any grievance he i had, and not made a newspaper article of i it, but lot the Company decide whether ■ the Directors were right oc wrong, Mr Hogg said he must confess that to him an ontirely new light had been thrown on what ho considered to bo the joint Btock company. He had always under- , stood they wero bound to administer tho act, not only to the interests of the members, but the general public, If it was right for'their Directors to let that contract privately then it would have been right for the Woollen Company to accept private tenders for their machinery. If that opinion was correct there was nothing to prevent mombers letting to one another. The Chairman had put an entirely false interpretation on what should have been dono under the Act, 1 His own opinion was that any change in 1 the lossecship should be done in' a public | not in a clandestine manner. Ho hap--1 pened to know how the letting, was brought 1 about. Ho could not understand how Mr Muir could have taken the course ho ' did. It had boen privately worked up before the meeting. To his knowledge ; the secretary was hawking round a private offer before tho meeting came off. That was thoroughly prejudicial to the interests of the Theatre Royal Company. When offers of the kind were made, notice of motion should be given before accepting them, The Theatre had been grossly mismanaged. People told him they never expocted to see such a change. There were no longer the Bame audiences and he was not surprised the offers to lease tho Theatre had been so few and poor, He was sorry to think the directors had done anything of the kind, and trusted that they would not let such a transaction occur again. Mr Payton said that the question asked by Mr Hogg having been replied to he should certainly have followed up his speech by a motion to censure the directors so as to test the feeling of the shareholders, Mr Hogg declined to do so. The Chairman read the "Joint Stock Companies" Act re powers of Directors. He said: When they cut away the padding of Mr Hogg's speech, it really'came to a charge against the Directors of acting illegally in accepting an offer to lease the Theatre. The Act gave the Directors full power to deal with the affairs of the Company, with certain safe guards, such 38 that they enter minutes of all their and publish their balance sheet. In his opinion the Directors had not exceeded their powers in acting as they did, If they had committed an error of judgment it was quite competent of Mr Hogg to move a vote of censuro, Mr Hosg declined to move a resolution on the subject; he wished to ventilate it. In replying to tho'remarks made he merely wished to state that it seemed to him they were under a misapprehension in saying the Trustees could deal with tho property as if they were dealing with their own. It was only right things should be done in a straightforward manner, _ Mr Payton said he thought Mr Hogg in censuring the directors should have moved a resolution on tho matter, but an he had not done so he himself would, to test the feeling of the shareholders, move "That in the opinion of this meeting tho Directors were justified in the courso thoy adopted in accepting Mr Coker's offer," Mr J. Thompson seconded tho motion. Mr Muir said Mr Hogg had again repeated grave charges against the Secretary and Directors in having hawked round the offer of Mr Coker. He could only say that he had never heard anything of it, and five out of the six Directors present were in favor of Mr Coker's offer being accepted. Mr Hogg said he was not'in aposition to say who had not seen the document. Ho himself had seen it and said at the time that it was a most injudicious manner of proceeding. The question whethtr they could get £4 or £5 a week rental wis' of very small consideration, but whether the party making the offer was an eligible one was the principal consideration. Of course he ffas not saying a word against Mr Coker. The publio hangmw might

makealiberal offertorent the. Theatre , and might throw it up He : was not casting any reductions (Laughter).- • Mr Payton drew attention to'the two specific changes made by Mr Hogg. One was that the Directors did the thing in a " hole and corner fashion," and tho other was that "unduepublicity had been mads of the offer." The two things wore inoon sistant. It would have been bettor if Mr Hogg Ijad rested his complaint upon ono of them. a Mr Hogg said Mr Payton ought toMve been a lawyer, that was only quibbjftgA show of hands was then' the motion was declared carried., Mr Hogg called for a division with the folloiring result:—Ayes—Messrs Barker |-' Jago, Pickering. Thompson, Muir, Caselberg, Dalrymple, Payton. Noes—MessrsSmith, Hogg. The balance sheet was then adopted. The retiring directors, Messrs J, J. Smith and J. Thompson wore re-elected, It was resolved that 100 new shares bs issued. A vote, of thanks to the Secretary w*i carried on tho motion of the Chairman, The meeting concluded with a voto of thanks to the Chairman.