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THE CAMBRIAN RAILWAYS.I

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THE CAMBRIAN RAILWAYS. (A tkort repovt of the folloioing meeting appeared last week.) The twelfth half-yearly meeting of the Cambrian Rail. ways Company, adjourned from the meeting held Pro formd at Oswestry on the previous Monday, was held "Il the 3rdinst. in the Board-room of the Company's Offices, Oswestry. The Right Hon. Earl Vane, chairman of the Board of Directors, presided there was a large attendance of proprietors, including Messrs R. D. tryce, deputy chairman, David Davies, J. Falshaw, H. 4artside, the Hon. R. C. Herbert, J. W. Johns, G. H. toxdale, J. A. Mann, directors; G, Lewis, secretary, G. P^en, engineer, E. Elias, traffic manager, A. Walker, locomotive superintendent; Henry Rawson,Robt. ML wen, Robert M'Lean, John Robinson, Samuel Fernyhough, J1- A. Fynney, John Rowland, W. H. Dawson, Manches- ter; A. H. Phillpotts, London; Swinton Boult, R. H. Jjesbitt, Liverpool; T. Antrobus, Macclesfield; J. W- Jrouncer, R. Dawes, Shrewsbury; W. W. E. Wynne, O. S. Wynne-, Peniartb; W. Jones, Meredith, D. Howell, Jlarpoles Lloyd, Morgan, Gillart, Jones, Davies, Jones, Willlarm, R. Jones, D. Jones, Machynlleth; Edward Jones, Jones Ellis, Griffiths, Dolgelley; Paddock, Llles- tn.ere; Parry, Knockin; Str&usburg, M'Andrew, London; Ppldeu, Lancaster; Yearsley, E. R. Morris, Abraham Howell Jones, C. E. Howell, Welshpool; Jones, Carnarr- Davits, Llandinam; Morris, Hatrer, Hay ward, Llanidloes; Powell, Llandinam; Powell, Newtown; Gnf- fiths, Xilanymynech; Jackson, Middlewiclr; EL. Jones, John Morris, B. Roberts, Corney, Saunders, John Thomas, Oswestry; Pusrh and Farmer, Madeley. On the preposition of Earl VANE, the seal of the com- pany was affixed to the several registers of shares and stocks. The half-yearly report, which we subjoin, was c°nsidered'as read:— Your directors submit the aocourits to the 31st December, which are framed in accordance with the Regulation of fvulwavs Act, and the special Act of the company, passed in 1868. I'M arbitrators appointed tinder the last-mentioned Act f^ade theiv sward on the 5th day of November last, based upon the two half-yearly accounts ending respectively the 31st Decem- Per, 1883, and 30th June, 1869, and awarded that as and from the 1st July/iato, the net surplus of Vhe common fund mentioned in the Act of 1868 should belong'to the Coast and Inland Sections espectively in the following proportions, that is to say, 65.48 lIer centum to-the Inland Section, and 34.57 per centum to the oast SeetiaD. The division of such common fund has therefore "I!en made accordinly. The proceedings in Chancery for the "ettlement of the priorities under the Act of 1S68 are still pend- It is confidently expected that the Vice-Chancellor's order Mil be settled within the next few weeks but we have reason J? believe that the litigation will not be thereby concluded, and ;hat an appeal will be lodged against such order. Mr Abraham ■Sowell, who has been the solicitor of the company since its Jtiginai incorporation, has resigned has appointment; and *tr Henry Christian Corfield, of Ne. 6, Victoria-street, Westminster, has been appointed bis successor. During •he past "half-year two vacancies were created in the direc- tly of ttie Coast Section—one by the resignation of Mr A. H. f hillpofets, and the other by the lamented death of Mr Williams, *-P. "The remaining directors of the Coast Section, under the towens vested in them by the Act 'of 1868, filled up two such i^cancies by the election of Mr Charles Holland and Mr G. H. ^°X(lale, both of Liverpool, but the Board "regret that the former lentleman Zied before taking his-seat at the board. The direc- tors "rfetirihg by rotation at the present'meeting are—Inland, David Davies and Mr James Falshaw. The Coast proprietors Mil have -v,o elect a director in place of Mr Holland, deceased. The autlitor now retiring by rotation is Mr W. E. Revell, and he ?9ers hir.iself for re-election. The directors have no desire to J^terferc in this matter, which belongs exclusively to the share- ^oldfei-s, but they suggest for their consideration whether it is jjecessas'y to employ two gentlemen in the audit of the accounts, ■^e several accounts (with the exception of the security ac- quit) with Mr Savin, as lessee and contractor, and with Mr ?^vir.'s inspectors, have, with the assistance of Mr Quilter on febalf of the inspectors, and Mr Price (of the firm of Price, r*olyland, and Waterhouse) on behalf of the company, been Mjusted, and effect is /jiven to that adjustment in the accounts submitted. The Board are of opinion that the salary of secretary should be increased £ 100 per annum. The traffic o^tunis show a general increase, which we have every reason to ^lieve will continue. There is an increase in the expenditure Hiring the past half-year as compared with the corresponding f^lf-year, but this is attributable to the relaying of a longer por- S°n of line on the IrJand Section to renewing a portion of the ^°ast line; to a hea vy slip near Harlech; the accident at Carno, *M-the repair and i mprovement of bridges. Earl VANE said—The report of the directors having been •^ken as read, J. have to move that the report so con- ^dered as read b<3 received and adopted. Before putting motion to th e proprietors, I should wish to refer, in a brief word? to what has taken place since I last had honour of presiding over a meeting of shareholders in *uis company, I believe, from what I have heard, that a 80raewhat erroni aous statement, or erroneous idea, has pre- ^iled in the n linds of many who have not, perhaps, fol- ^he circu instances of the case quite so minutely as thers,that up on a previous occasion when I had the JtoQour of presi ding here we were as a board of directors ^oouring undo r a motion which was made at the meeting Ore we, conv eying a- vote of want of confidence in the directors of thi s company. Whatever erroneous ideas may *^ve been fori aed with reference to that vote of want of Y°Hfidence, I ish it to be distinctly understood that when last presided here I distinctly informed all those who J^re present f ;hat the vote of want of confidence in the P°ard of direc tors which was moved by, I may say, an elated portion of the shareholders at Crewe, must be CQnsidered as unconditionally rescinded and I was most 44Xions to con vey to all those whom I addresed on that ^c&sion that: 1 pledged myself, as chairman of the board, jt no future o >urse of proceeding unti} tli^t vote of wan.t ?* Confidence: in us had been rescinded. Consequently, I t that whs tever reports, rumours, or ideas may have spread "V ith reference to the vote of want of confi- ^eHce, I hope it will be distinctly understood that that v°te of want ()f confidence was rescinded, totally, wholly, d entirely i vithout conditions. (Hear, hear.) After that \'ote of want of confidence was rescinded, a resolution was Massed appoir iting a committee of gentlemen to report to the Board wi th reference to its reconstruction, or as to any iterations v.hich they might think fit to make in the ?ePreseirtati< m at that Board; but I wiph it to be distinct- ly Understo* id that that resolution was passed totally Respective of and without any condition, and would Jeyer have been passed, and we should never have agreed its being passed, unless the vote of want of confidence in the directors had been unconditionally withdrawn. Well, {fciitiemen, ta go back to bygones—and I will say that it 18 not my wish to go back to bygones, for I wish that they epe closed for ever, and I would that we could enter on a Ilew ern-a year ago I proposed to enter on a new line of NlieV -ztfd--xipon a new line of proceeding; that we should Sacriiiee our private animosities, our private jealousies, and (Private feelings; that we should .endeavour, as far as possibly could, to malie mutual sacrifices in order to Promote the welfare and prosperity of the undertaking we ?ave in our hands; but I grieve to say that we are in no -position than we were a year ago, and I would certainly -take upon myself the credit of saying that if I Could have persuaded the shareholders to' have entered "'itù me into a unanimity of feeling and a unanimity °* interest, by sacrificing, perhaps, some prior rights or Vantages for a time, we should have gone on rejoicing in course. (Applause.) I mentioned at the last meeting P^r which I presided here that I thought I could see a Wght light in the horizon, and that I entertained a hope the dawn of prosperity for the company would soon Corne time when we might, by some means or other, j^tive at what I thought must be the gseat aim of all of us, the welfare and prosperity of the shareholders and the J*e]l working of the lines. I regret to say that those hopes We Bot-been realized; and that we find ourselves at the end of another year more deeply involved in difficulties, ?nd at the same time having lost, out of our resources, a quantity of money in lfcw, litigation, and quarreling. 'Hear, hear.) A committee—a Reconstruction Committee, E14 I may call it—having 'been appointed,* and having reluded my further observations by saying that committee was appointed unconditionally as to the ^ote of want of confidenoe in the Board—X will etideavortr, 'however feebly alid however imperfectly I PlaY express myself, to give an outline of the proceed- ings which took place with reference to that committee. **e adjourned for a month, and it was understood rthat We were to hold our meeting at Crewe, and that the remittee were to meet us on that occasion. Upon the appointment of that committee, I received from -the chairman, Mr Rawson, an invitation to become a mem- er of it; and I candidly confess that at the moment I thought that I might by my presence upon that Recon- "tmction Committee, have been of some use in endea- vouring to promote unanimity between the committee and the Board-(hear, hear)—and if I bad acted on my judgment I should have joined that committee-- ihear, hear); but since th« proceedings of that committee ~fan only congratulate myself, and I can also return my 'hanks to those with Whom I consulted, asd who advised ,to the contrary, that 'I was not bound up with that n Committee at all. I told the chairman of he committee that I must decline being a member of it, and 1 heard no more oi the Reconstruction Committee ^Btil our next meeting at Crewe. On my going to Crewe, P^eviocsly to the meeting of the -shareholders, I received ? Oiesgage from Mr Rawson, saying that he wotfld wish to ;^ye a private interview with me. I must say that it jWick me with some surprise that a month had elapsed the iime the Reconstruction Committee had been S&iointtfd, and that to my knowledge, and in the firm be- my colleagues at the Board, no meeting oi' that tnnùttee had taken place from the time it was appointed "ttil within ten minutes of the commencement of our pro- edings' at.Crewe. Mr Rawson placed two resolutions in p y hand, with -the expression of a request that I would JJdeavour to support them to the utmost of my power the Board. The first resolution was—" That at a feting of the Cambrian Railways Committee, appointed 27th day of October, 1869, held this day (Nov. 24th), sJfas resolved, on -the proposition of Mr Boult and Mr i,hillpotts, acting on behalf of the Coast interests, that name of Mr Charles Holland, of Liverpool, be sub- ?Jtted for election this day by the Coast directors as a ^Qiber of the Board of Directors of the Cambrian v^lways Company, in placex>f Mr Phillpotts, resigned." answer to that was plain. I went before the Board, J1*! iold them that that was tfye first resolution. You l Uat understand that the question of Mr Holland being ^ected was one for the Coast directors only. Captain ^hns and Mr Mann were the two Coast directors present. only suggestion made was by Captain Johns, who that he had not the slightest objection to Mr Hol- being elected as a Coast director; and that his only 8 was' ^iat as -David Williams was an old di- ^tor of the Coast line, in common courtesy he should d an opportunity of saying whether he objected 4 C, r Holland or not. This was a very simple argument, lisis alt the next Board meeting Mr Charles Holland, who tr since been taken, from us, was elected ncmine eon- V^lCmf £ to the post of director. The next resolution on tL Paper placed in my hands by Mr Rawlins was to effect, and it had been concocted certainly in not Coijj6 than twenty minutes, for whatever their private q%.tlinications might have been, the committee had not ^th P y met f°r at *east one m°nth from that time, tne exception of one occasion upon which the par- fr>8ai6ntcai7 (lriesti°n arose—"It was resolved, on the pro- n° ,^r Rawson, Mr M'Ewen, and Mr Robinson, •°oalt and Mv Phillpotts concurring, that the name fa of Mr S. E. Bolden, of Lancaster, be submitted for election this day by the Inland directors as a member of the Board of Directors of the Cambrian Railways Com- pany, in place of Captain R. D. Pryce, who is hereby requested to resign. The committee beg to intimate that a further reconstruction of the Board will, in their opinion, be needful. Signed, HENRY RAWSON, Chairman." Mr Rawson expressed a wish that I would endeavour, as far as I possibly could, to follow up the second resolu- tion, and to make the Board consent to it. I returned to the Board, and placed before them the resolutions. The Coast directors of the Board refused to interfere; the rest of the Board considered that it was a most in- vidious, and I must say insulting thing, to expect that when a gentleman is sent by a certain number of the constituency to represent their interests, he out of the whole lot is to be expressly told to go to the right about. I confess that I felt my position, although an independent one, still in this case a very difficult and onerous one; I felt deeply the support that I had received from Captair, Pryce as my deputy chairman, and that in every way, to tlle best of his ability, and with all honour and good feeing, he had supported the interests and the welfare of the whole company and having Worked with him from the moment that I became a member of the Board myself, I felt it impossible for me to say to the deputy chairman, to whom I owe so much, that he must resign; but I left it to the Board to decide, and the Board were unanimous in saying that Captain Pryce's services were great, that the company was indebted to him, and that they utterly de- clined to lose him. (Applause.) During the time that he has been deputy-chairman of this railway, in my unavoid- able absence, and, in fact, previously to that, I do not think I could mention any member of the Board who has discharged his duties towards this company with such energy and assiduity as the deputy-chairman, Captain Pryoe. (Applause.) And yet he is the man whom the committee desired to expel, after ten minutes' or a quarter of an hour's consideration before the meeting at Crewe. It seemed as if they had thrown the names into a hat, and that the first namt that came up was that of Captain Pryce, the deputy-chairman of the company, whose only fault, I believe, consisted in his having spoken—and I stopped him in doing so—with rather too much disrespect 'Of those gentlemen who fancy that they may ride rough- shod over the Cambrian Railways. (Applause.) I was bound to support my deputy-chairman—(hear, hear)—and I am thankful to say that I am supported by the majority of the Board. Following upon the resolution of the Re- construction Committee, Captain Pryce rose up in his place at the meeting of proprietors, and stated, as far as I can recollect, that he owed his place to a constituency, and that when that constituency told him he was to go he would go, but that he would not be ousted by any section or any packed meeting. I wish to avoid anything offensive in my language, and therefore I hope that if I may say any- thing in the excitement of the moment that may be con- sidered offensive, it may not 'be put down to anything be- yond a wish to put things in a proper light, and not to a desire to be offensive to any gentleman present. (Hear, hear.) That meeting is one to which I am sorry to have to revert, because it is the only meeting of the Cambrian Railways Company, during the many years that I have 'sat in this chair, that I should wish, if possible, to forget —(applause)—for upon that occasion, not having expressed one word of anger, hatred, malice, or nncharitableness, I felt, when I left the room and dissolved the meeting, that I had been most unjustly, most unworthily, and most dis- gracefully insulted. I leave that subject, and go on to the next. I dissolved that meeting in fact, if I had been paid for it, I would not have remained one single hour after having been informed that my conduct was un- worthy of a nobleman and a gentleman. (Cries of Shame.") You are probably not aware that when, as chairman of the Cambrian Railways, I move in certain circles in London, our conduct is criticised. It is criti- cised in the Houses of Parliament. When one goes into one's place, there is asked, How are you getting on with the Cambrian Railways? You seem always in law, in litigation. Cannot you arrange your differences; cannot you do this, cannot you do the other?" You are a by-word, as a railway, in every committee-room of the House of Com- mons. Heaps of friends of mine, who have served on these committees, have told me in the committee-rooms, You are cutting your own throats you are looked upon as a perfect by-word in the committee-rooms of the House of Commons you are looked upon as a perfect nuisance before the House," Then I go on a little farther, and I find that in every portion of society I am asRed as to the Cambrian Railways, "What are you about?" Do you think that my position—although I have been talked about as being an absentee, and being away from my duties as chairman of this company-has been a peaceful or a quiet one ? Letters have been addressed to me from people in my own neighbourhood in North Wales, from widows, orphans, clergymen, and people of every sort, who have placed their R600, C500, P,400, or R300, the whole of their little all, in this concern, and they turn round and say, We would never have done it if we had not seen you there and, seeing you at the head of the affair, we thought it a prosperous one." And what do you suppose my feelings are day after day? I lay the letters before Mr Lewis, our secretary, and ask him, What am I to do with this case ?" and Mr Lewis says, "God only knows what you are to do." The money is gone, and gone for ever. Many such letters I have re- ceived from my own neighbourhood, Machynlleth; and do you suppose that I don't think over these things? I may be laid down with illness, and my absence may be compulsory, but these letters come and yet for the last two years you have been cutting your own throats you have been quarreling with yourselves you have tried to throw dirt upon your Board you have never allowed your Board to work honestly, comfortably, and successfully together; and by not supporting us you have brought us to such an extremity that we are really cut to pieces. If you had angels for a Board of directors, and a seraphim for a chairman, it would be utterly im- possible to put things straight if you go on as you have hitherto been doing. (Laughter and applause.-) Another word, gentleman, with reference to the Reconstruction Committee. I think that if it had not been for the last letter which came from the chairman of the Reconstruction Committee, things might have had a more peaceable and a more satisfactory end. Upon my word and honour, I could have forgiven the committee if it had not been for this last offence. (Laughter.) Mr Phillpotts may smile, and take his notes but the last circular, I think I may say, is somewhat too bad. This is the last letter that was written On behalf of the committee appointed on the 27th of October last, and in answer to your letter of the 13th ult. I have to request that your directors, with the exception of the Right Hon. Earl Vane and the Hon. R. C. Herbert, will place their resig- nations in the hands of the chairman of the half-yearly meeting convened for the 28th instant, the same to be at the disposal of that meeting; or, if legal difficulty arises, such directors to comply with the requisition of such meet- ing.—I am, sir, yours truly, HENRY RAWSON, Chairman." Without wishing to say anything offensive in any way, as I said before, I think, gentlemen, this is without ex- ception the cleverest thing that has been enunciated by the Reconstruction Committee. It displays an amount of talent which I only wish had been plated in better hands. (Much laughter.) "I have to request," the letter says, "that your directors, with the exception of the Right Hon. Earl Vane and the Hon. R. C. Herbert, will place their -resignations in the hands of the ch&irman of the half-yeaiiy meeting." Why, the committee, could not hope to turn us out they could not have turned out Mr Herbert and myself if they had wished. But just let us inquire a little further what they have "gone and done," and that is where I say they have been clever. (Laughter.) They have got proxies from people in my county. But those unfortunate people in my county do not know that you cannot turn Mr Herbert and Lord Vane out, and when some of these people send their proxies to the Reconstruction Committee, they say, It is all right; turn out every man- jack of them Lord Vane is there, and Lord Powis's representative is there, and all will be-right." (Laughter.:) Although it is a difficult position to be placed in, I shall be happy to answer any question with respect to the man- agement of the railway generally; but in the extraordinary position in which we are placed, after consulting with my friend Mr Herbert, as the only two gentlemen who, by the kind permission of the committee, are allowed to remain, merely and for the sole reason that they have not the power to turn us out, I shall leave to every individual member of the Board the opportunity of stating to you, fairly and honestly, their own views. If I am asked my own opinion about the committee, I would say that I think that it certainly has been an extraordinary com- mittee that it has met under most extraordinary cir- cumstances, and that it has produced most extraordinary results. As to Mr Herbert and myself, as a .sort of isolated portion of the Board, they may grin at us, but they cannot touch us. (Laughter.) I should be very sorry to see the Board changed; I should be very sorry to lose the services of those with whom I have served, and with whom I have had the pleasure of serving. At .our meetings the real business has been rather put out of the question by the quantity of private discussion and animadversion that has been started. I will now, there, fore, observing that the clerical error to which Mr Mann adverted at a former meeting has been rectified in the accounts, proceed to move, That the accounts of the company for the half years ended respectively the 31st December, 18G8, 30th June, 1869, and 31st December, 1869, and the report of the directors to this meeting, be and are hereby adopted." Captain PRTcE-Y ou have heard his lordship's opinions; and I will now give you my views, and a simple narrative of facts as to what actually took place, His lordship came to mi., at Oswestry, before the meeting of October 27th, and his words, as far as [ can recollect them, were these— "Pryce, these Manchester people seem inclined to rescind the vote of want of confidence, on certain conditions." I said, "What are those conditions?" His lordship replied, "I really cannot tell you; they don't seem hardly to know themselves; but one is, that no discussion shall take place to-day." I said, "My lord, I hope you will not consent to that or any other conditions; I hope that you will have either an unqualified rescinding of the vote or have it con- firmed." His lordship went into the chair, and told you several times that he would have an unqualified and un- conditional withdrawal of the vote of want of confidence. And yet the committee can publish this circular. With regard to the resolution of October 27th, the facts are ex- actly as his lordship has stated them to be. In the first instance it was proposed that three Inland proprietors and three Coast proprietors, with his lordship as arbitrator, should form the committee. We retired into another room, and saw that a trap had been laid for us, and would not allow his lordship's name to be brought forward, far we felt that we should be morally bound by any committee that had the sanction of his lordship. When the vote had been unconditionally withdrawn, it would have been com- petent to his lordship to dissolve the meeting, and there an end of it. The committee, self-constituted, had no power whatever. That is my opinion, and that is the opinion I shall always hold and maintain. At Crewe, on November 25th, the committee held their first meeting, although appointed a month, and proposed two resolutions to the Board. One was accepted; one personal to myself was rejected. I ssk whether this meeting thinks that the Board should submit to the dr^teft of this committee? If the committee had shown chettis'elres really anxious to benefit the property of the, to propound any pohcy-if they had mad a investigation or hteld ftfty meetings—the Board have been too glad to co-operate with them but -are we bound to accept the crude proposals '.nade by that committee after the way in which thy have acted towards us? You must recollect tha*, the Bofcrd of Directors are the tras- tees, by A^c of Parliament, for the whole property; that undef that. Act of Parliament we have great powers ana gr-eat responsibilities; and are we to delegate those powers and. responsibilities to a self-constituted and irre- sponsible, committee? I say, No, gentlemen; a thousand times >,o. If we ate to abdicate and to act in that sort of way wfe should deserve to'be blamed by all the owners of the. property. We know BOW what the committee really V?ant; the cat is out of the bag; they want power—they want to eject the directors, and to get into our places. (Laughter.) You may laugh, but I know it is the fact. How was this exodus to be effected? It is a very pretty little game- The directors were, as it were, to have walked out through the front door, and then those who were ready to swear allegiance to the committee were to be allowed to sneak in through the back door. (Laughter.) The gentlemen "Who form the Inland section of the com- -.u mittee are on the brink of a precipice. If the Inland shareholders do not try to get men of ability and character to assist us on the Inland Board, they will be doing a most disastrous thing to the property of the Inland section. (Hear, hear.) There are two vacancies, and they have the power of electing two men. I do not hesitate to say that if they fail to re-elect Mr Davies, they will do a thing they will regret hereafter. They ought to go down on their knees to Mr Davies and thank him for what he has done. (Laughter and applause.) Mr FYNNEY—It is only the Egyptians who do that. (Much laughter.) Mr MANN believed the committee to be actuated by a sincere desire to benefit those interests which they supposed themselves to represent. The question whether the com- mitee had acted judiciously or injudiciously had no real bearing. The real question was, whether each individual at the Board was not honestly bound to place his resigna- tion in the hands of this meeting. (Hear, hear.) It ap- peared to him that there were many reasons leading to the conviction that they were so bound. He could not shut his eyes to the fact that a very large proportion of the voting proprietary had not sufficient confidence in the Board, rightly or wrongly; that the directors were all present on October 27th, when the resolution was passed appointing a joint committee of Coast and Inland pro- prietors, with the avowed object of reconstructing the Board; and, thirdly, that a resolution had been passed by the Board that they would give effect to the requirements of the committee. Mr DAVID DAVIES said his reign, happily, was at an end that day: and he was not, therefore, affected by the question whether he should resign or not-he had come to the end of the chapter; but the resolution at Crewe had pressed very much on his mind. He did not believe in Mr Mann's resignation, for that gentleman knew he was so valuable that the company could not do without him, and that as soon as he resigned he would be put back again in his place. There really was a conflicting interest between the two sections if they put more trains on the Coast than the traffic would justify, they must be run at a loss to the Inland section. Mr RAWSON said there had been a great deal of discus- sion, that might possibly have been spared, with regard to the rival interests of the Coast and Inland sections. They all regretted the unfortunate differences that existed; and the great object in the appointment of the committee was, if possible, to get the Board to reconcile its differences and bring them into a fair, just, and equitable form for arrangement. It was clear that that object had not been attained by the present Board, and under present circum- stances. He moved:— That this meeting postpones the consideration of the report and accounts until the question of the future constitution of the Board shall have been disposed of. Mr PHILLPOTTS seconded the amendment. The motion and amendment were submitted to the meeting, and Earl VANE declared that upon the show of hands the amendment was lost. Mr RAWSON demanded a poll, whereupon Earl VANE admitted that with the firoxies held by Mr Rawson the amendment was carried. Applause.) At the request of Mr PHILLPOTTS, Captain JOHNS said the proxies in favour of Mr Rawson were :— Inland Z745,570 Coast 378,238 Guaranteed 49,380 Totml 41,173,188 For Earl Vane:- Inland £ 197,353 Coast 215,800 Guaranteed 115,782 Total £ 528,935 Neutral:— Inland £ 657,333 Coast 590,082 Guaranteed 169,748 Total 91,417,162 Mr RAwsoN-There is certain stock held by the com- pany. Have you polled that ? Captain JOHNS- Yes, for Lord Vane— £ 30,000 Inland, and £ 175,00J Coast. Mr RAWSON said that his next resolution was the fol- lowing :— That this meeting approves of the letter addressed to the Board on the 17th ult. by the chairman of the committee ap- pointed on the 27th of October last; that such committee was fully empowered to re-construct the Board, and to take any steps for that purpose which they thought propet; that the directors on the occasion of the appointment of such committee, by deliberately concurring in the terms of the resolution then agreed to, came under an express compact with the share- holders, and therefore so far as they were concerned their only function as a Board in this matter was to give effect to the requests of this committee; that those directors who have refused to carry out the undertaking they deliberately entered into, have by that act justified the want of confidence in them, and that this meeting now reiterates the opinion of a former meeting of shareholders, that the Board as at-present constituted is not entitled to, and does not possess,"the con- fidence of the shareholders. Mr M'EWEN seconded the motion. The resolution was negatived on a show of hands, whereupon a poll was demanded, and it was then admitted that Mr Rawson and his supporters had the majority. On the proposition of Mr PHILLPOTTS, seconded by Mr SWINTON BOULT. Mr William M'Andrew, of London, was elected by the Coast proprietors a Coast director of the company, in the room of Mr Charles Holland, deceased, on the understanding that Mr M'Andrew's seat was at the service of the committee. An explanation was given that Mr M'Andrew would succeed the late Mr Chas. Holland; that Mr Davies and Mr Falshaw would remain at the Board for the present; and that the three directors who had not placed their seats at the disposal of the committee were Captain Pryce, Captain Johns, and Mr Gtwrtside. It was proposed by Mr STRAUSBtrRG, and seeonded by Mr J. H. JONES, that Mr David Davies and Mr Falshaw be re-elected directors and those gentlemen consented to place their seats at the disposal of the committee but it appearing that a legal difficulty existed, Mr RAWSON moved and Mr J. ROBINSON, seconded an amendment, that the election of two Inland directors be postponed to the adjourned meeting, to be held on the 31st instant. The amendment was carried by Che proxies. The following resolution was proposed by Mr ROBINSON and seconded by Mr SWINTON BOULT That the committee chosen by the special meeting of the 27th October last be and hereby are requested to take such steps as they may consider necessary in furtherance of the objects for which they were appointed. That this meeting do stand ad- journed to Thursday the 31st March, then to be held at the Crewe Arms Hotel, Crewe, at two o'clock p.m. and that a copy of the resolutions passed this day be sent to each of the share- holders of this company. Mr EVAN POWELL (Newtown), advocated the meetings of the company being held at Oswestry, and he moved an amendment, which Mr T. HAYWARD seconded. Mr RAWSON strongly urged the convenience afforded to the Manchester and Liverpool proprietors by the meetings being held at Crewe. The proxies carried the resolution, and the meeting was formally adjourned to Crewe at two o'clock on Thursday, March 31st. On the proposition of Mr SWINTON BOULT, seconded by Mr FYNNEY, the best thanks of the proprietors were ac- corded to the noble Chairman for his able and affable con- duct in the chair. Earl VANE in acknowledging the compliment conveyed to him by acclamation, remarked that he was happy to find that upon this vote the proxies were not against- him. The meeting, which had occupied nearly five hours, was then brought to a dose, at a quarter to seven o'clock.

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