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show the public and the creditors what the position of affairs would be if the company were wound up. It was never intended to be a statement to inform shareholders as to their position with the association ; and to try and make us responsible for that is utterly unfair. It shows that Mr. Bevan and those who are petitioning with him have been very (pardonably, perhaps) ignorant of the requirements of the Companies Act. But I think it was clue to Mr. Callan to have made some inquiry into these so-called misleading statements before bringing him here to meet such absurd allegations as these. With regard, to clause 6, I think Mr. Callan has answered that in regard to the cost of winding-up. It will show you, I think, how, far from misleading the shareholders, as Mr. Bevan asserted, and the replies of Mr. Callan show, the directors were under the impression that it would take 2s. to 2s. 3d. to wind up. Mr. Bevan states that, some mouths before, he had Mr. Callan's assurance that it would take ss. to wind up. But could any man short of the angel Gabriel tell what it would cost, considering the exigencies of the case, and the uncertainty of the surroundings ? The admission, that Mr. Callan told Mr. Bevan in the first instance that it would cost ss. to wind up, is a proof of Mr. Callan's wish to avoid misleading by giving as liberal margin as possible. The seventh clause Mr. Callan has dealt with in a manner which leaves me nothing to add. Now, we come to clause 8, in regard to directors' fees. That touches my clients somewhat nearly. When Mr. Bevan gave his evidence in chief he read this sentence in the petition : " That your petitioners discovered quite accidentally, in the year 1890, or thereabouts, that the directors had been for six and a half years illegally drawing increased fees, amounting in the aggregate to £2,000, in contravention of the articles of association." Now, gentlemen, what is the necessary meaning of that section? Is it not that for six and a half years the shareholders were kept in darkness as to the fact that these fees were being drawn ? What are the facts ? The facts are that Mr. Bevan, in fairness or simplicity, put in amongst his papers a document received by him immediately after the meeting at which the fees were increased, which showed plainly that this increase had taken place. Was there deception in that ? Can he say they were kept in darkness after that ? When pressed in examination, he altered his ground, and said he discovered the illegality of the thing. This, I submit, is a mere quibble, and he should be bound to what he says here; and what he says here is not true. The provision in the articles of association is this : " That, until the company in general meeting shall otherwise determine, the sum of £3 10s. shall be paid to the directors out of the funds of the company as remuneration for their services," and so on. Now, gentlemen, what I want to call your attention to is this: Until the company in general meeting shall determine to alter the rate, this is to be the rate. The company did in general meeting alter the rate, in March, 1884, at the first annual meeting; so that I submit that any one, even a lawyer, reading that section would say that it went to the meeting. The resolution was passed, and the rate was altered ; therefore, this clause was complied with ; but a slight and technical mistake was made in not sending out the notices, which made the matter irregular. If that had been done in proper form, neither Mr. Bevan nor anybody else could have said a word about the payment of the directors. Mr. Crowther ; What increased fees are you alluding to ? Dr. Findlay : The increase was this : The articles provided in the first instance that the directors were to get ss. a week each; the new resolution entitled them to 20s. a week. Mr. Crowther : Did they draw the twenty? Dr. Findlay : Yes, from 1884 till 1890 ; and after that date they drew no fees whatever. We drew no fees whatever from that date till November, 1890. Mr. Bevan : They ceased in February, 1891. Dr. Findlay : When this simple technical defect was discovered notice was sent out to every shareholder that it was intended to have it validated; and, in order that they might be present, abundant time was given ; and you have the assurance that this motion was passed, so that now the matter has been made perfectly legal; and, if it were to come to a Court of justice, it would be found to be so. Mr. Crowther : Only from the time the resolution was passed. Dr. Findlay : They took counsel's opinion, and on that the form of the resolution was made retrospective. After discussing the legal aspect, I would like to say a word about the equity of the matter. On the inception of a company it has an uncertain future, and it is the usual thing, I understand, for the directors to take a nominal fee; but when the company strengthens and gets on its feet, it is always usual to give them fair remuneration. The increase in this case was to £1 a week, and it is probable they devoted a whole afternoon every day in the week to earn this £1. I do not know that I would not rather be a member of Parliament, with late sittings and exacting constituents, than be a director of this company at £1 a week. Speaking from personal knowledge, I say that in some companies the directors get £2 or £3 per week, and the chairman of directors gets £500 a year. Seeing this, can any equitable man say that these men have drawn more than they were entitled to. Therefore, I say that, firstly, from a legal, and secondly, from an equitable stand-point, there is nothing in this clause of the petition which should appear blameworthy to any reasonable man or body of men. Then, your Chairman has suggested that I might say a word regarding the rejection of these proxies. It has been said that the chairman, Mr. Callan, rejected the proxies because they were not in proper form.' I say he had no option in the matter. Here are the articles of association, which say that, before any man shall vote on a proxy, or as a shareholder, all calls shall be paid. Would it not be obviously unfair that men who had paid their calls should be outvoted by those whose calls remained unpaid? To bring such a charge against the chairman is practically to pay him a compliment, and shows how getting a thing on the brain, as Mr. Bevan has done here, may lead to fatuity. Now, I will pass on to section 9: " That your petitioners also discovered that the directors illegally departed from the prospectus of the association, in not confining the operations of the business to the Colony of New Zealand, as set forth therein." There