Mr. RYBIE-No; yours is a limited liability company, and you don't divide your profits in the same way.
Mr. NELSON-You don't know that. We have had no profits since the reconstruction of the company. We may divide them in the same way.
The evidence was then read over to the witness and signed.
Mr. W. H. RAY, the Secretary of the Company, was then examined.
The ATTORNEY-GENERAL-I understand that of the shares of your company seven have been forfeited. I wish to ask you whether there are any others upon which the last call has not been paid?
Mr. RAY-Yes, there are a few. About $5,800 have not been paid, as some of the shareholders live at a distance.
The ATTORNEY-GENERAL-How many shares does that represent?
Mr. RAY-About twelve shares. I have received the amount due on two or three during the last few days. The calls are coming in all the time.
The ATTORNEY-GENERAL-At least $1,000 has been paid up on every share?
Mr. RAY-Yes.
The ATTORNEY-GENERAL-And a call of $500 was afterwards made?
Mr. RAY-Yes. It was made payable in instalments, the third due on the 31st December last.
The COLONIAL SECRETARY-What time have they to pay these calls?
Mr. RAY-There was no time fixed.
The COLONIAL SECRETARY-Then they can take their own time?
Mr. RAY-No; they will be notified by the directors, and if they do not pay within a reasonable time their shares will be liable to forfeiture.
The CHIEF JUSTICE-What is the greatest number of shareholders who have not paid up the $500?
Mr. RAY-About six.
The CHIEF JUSTICE-I would ask the total number of shares on which the sum of $1,500 has not been paid up, including those in which the calls only have not been paid as well as those forfeited?
Mr. RAY-Thirteen.
The COLONIAL SECRETARY-Have none of the holders of those not paid their call?
Mr. RAY-None. I expect they will be paid, with the exception of the seven, when the next Californian steamer comes in.
Mr. Lowcock-They are shareholders at a distance.
Mr. RAY-No; but they are waiting remittances.
The CHIEF JUSTICE-Has any shareholder given you notice of objection to this application, or told you he objected?
Mr. RAY-Not one.
Mr. RYBIE-But several objected to sign the petition?
Mr. RAY-Only two objected. One did so because the share he represented did not belong to him, and the other told me he wanted to consider the question and would let me know.
Mr. RYBIE-Would you mind mentioning the names of the gentlemen who have not signed?
Mr. RAY-They were Mr. Coxon and Mr. Manger. The share held by Mr. Manger is in the name of the late Mr. Douglas Lapraik.
Mr. RYBIE-That is only two; you said there were three or four?
Mr. RAY-The others are Chinese who are out of the Colony. I have not seen them. They did not refuse.
The GOVERNOR-I think you stated that at least one of the European gentlemen who declined to sign that memorial did so because the share was not his own?
Mr. RAY-That is so. He said if the share had belonged to him he would willingly have signed it.
Mr. RYBIE-Do you think you could have got any more signatures if you had tried?
Mr. RAY-There were no more shareholders here.
Mr. RYBIE-But are there not some in Canton?
Mr. RAY-Yes, but I hadn't time to go there, as I only had the petition in my hands a few days.
Mr. RYBIE-The business of your Company does not show any falling off?
Mr. RAY-No; but it was restricted. It was impossible to extend it.
Mr. KESWICK-The principal reason for your present application is not the value of the shares, but that the shares are not sufficiently numerous to extend your constituency?
Mr. RAY-Both reasons enter into it. The value of the shares drives people from buying.
Mr. KESWICK-But the shares are always at a premium?
Mr. RAY-Yes, shares will go to a premium sometimes.
Mr. KESWICK-That is because people buy them.
Mr. Lowcock-But the principal thing is that you have too small a constituency?
Mr. RAY-Well, that is a reason.
Mr. RYBIE-But you can show no falling off in your business, you say?
Mr. RAY-The accounts for the present year have not been made up yet, so I cannot speak as to that.
Mr. RYBIE-Under the old system-Mr. Nelson says you are now under a new system-what advantage did a shareholder get by contributing business?
Mr. RAY-Well, he simply got the enhanced dividend on his share.
Mr. RYBIE-If he was a good contributor he could have gone to other offices?
Mr. RAY-Well, that would have been a matter for his own consideration.
The CHIEF JUSTICE-Do you give them anything?
Mr. RAY-Oh, yes.
Mr. RYBIE-Can you give any account of the premium paid to contributing and non-contributing shareholders?
Mr. RAY-No.
Mr. RYBIE-We ought to have the question settled whether having more shareholders will increase the value of the shares.
The GOVERNOR-That is a matter for the Company to judge of themselves. They come here to obtain certain privileges, but it would be rather hard to ask them to prove what perhaps they cannot prove.
Mr. RYBIE-They come to get rid of trammels of the law which have been a great benefit to them in the past. Many people joined the Company because it was limited, and others because they could get shares whether they were contributors or not. And that was the reason the shares got so high because there was such a demand for them.
The CHIEF JUSTICE-We are examining witnesses. When they have been examined, then these points would come very properly for consideration, but I doubt it is out of order now.
The evidence of the witness was then read over and signed by him.
Mr. KESWICK-I don't think they have proved anything at all; the whole thing is supposition. They have not shown there would be any advance in premium.
The ATTORNEY-GENERAL-To be in order, I move that the preamble be taken into consideration.
The COLONIAL SECRETARY seconded, and the motion was carried.
The ATTORNEY-GENERAL-The evidence we have heard has shown that the preamble as drawn is not strictly accurate, but we are not tied down by any rules from altering the preamble, and I would ask your Excellency's permission to alter it in accordance with the evidence. In the first place I move that "$1,000" be substituted for "$1,500" being the amount paid up on each share; that the words, "and a further call of $500 has been made" inserted immediately after the first amendment; that the words "to be readily transferable" be substituted for the words "for the advantageous management of the Company;" and that the words "to the Governor to confer upon it" be struck out, and the word "for," merely, inserted in their place.
Mr. KESWICK-I think the words "not readily transferable" have not been proved. The fact admitted by the gentlemen who have given evidence that the shares are at a premium in the market show that these shares are saleable and are readily transferable, or they would not be of such value. If these words are inserted in this preamble they will not be the truth.
The CHIEF JUSTICE-I think that both the witnesses have deposed that there has been no impediment in transferring shares, and that therefore as a fact they are not readily transferable. I believe that that preamble as it stands has been proved. We are not now dealing with the propriety of it, but the fact has been proved, and I would therefore second the motion of the Attorney-General.
Mr. RYBIE-May I ask in what way the fact was proved?
The CHIEF JUSTICE-It is a matter of fact and of opinion, and both have been deposed to by the witnesses. They spoke of one case in which there was a difficulty in transferring the share.
Page 176
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Mr. RYBIE-No; yours is a limited liability company, und you don't divide your profits in
the same way.
Mr. NELSON-You don't know that. We have had no profits since the reconstruction of the company. We may divide them in the
same way.
The evidence was then read over to the wit- neas and signed.
Mr. W. H. RAY, the Secretary of the Coa pany, was then examined.
understand
The ATTORNEY-GENERAL-I that of the shares of your company seven have been forfeited. I wish to ask you whether there are any others upon which the last call has not been paid ?
Mr. RAT-Yes, there are a few. About $5,800 have not been paid, as some of the shareholders live at a distance,
The ATTORNEY-GENERAL-How many shares does that represent?
Mr. RAY-About twelve shares. I have re- ceived the amount due on two or three during the last few days. The calls are coming in all the time.
The ATTORNEY-GENERAL-At least $1,000 has been paid up on every share?
Mr. RAT-Yes.
The ATTORNEY GENERAL-And a wall of $500 was afterwarde made ?
Mr. RAY-Yes. It was wade payable in in- stalments, the third due on the 31st December last.
The COLONIAL SECRETARY-What time have they to pay these calis ?
Mr. RAY-There was no time fixed. The COLONIAL SECRETARY-Then they can take their own time?
Mr. RAY-No; they will be notified by the directors, and if they do not pay within a rea sonable time their shares will be liable to for feiture P
The CHIEF JUSTICE- What is the greatest number of shareholders who have not paid up the $500!
Mr. RAY-About six.
The CHIEF JUSTICE-I would ask the total number of shares on which the enm of $1,500 has not beau paid up, including those in which the calls only have not been paid as well as those forfeited ?
Mr. RAY-Thirteen.
The COLONIAL SECRETARY-Have none of the holders of those not paid their call ?
Mr. RAY-None. I expect they will be paid, with the exception of the seven, when the next Californian steamer comes in.
Mr. Lowcook-They are shareholders at a diarance
Mr. BAY-No; but they are waiting remit-
tances.
The CHIEF JUSTICE-Has any shareholder given you notice of objection to this application, or told you be objected
Mr. BAY-Not one.
Mr. RYBIE But several objected to sign the petition ?
Mr. RAY-Only two objected. One did so because the share he represented did not belong to him, and the other told me be wanted to con- sider the question and would let me know.
Mr. RYRIE-Would you mind mentioning the names of the gentlemen who have not signed ?
Mr. RAF-No; they were Mr. Coxon and Mr. Manger. The share held by Mr. Manger is in the name of the late Mr. Douglas Lapraik. Mr. RYRIE That is only two; you said there were three or four?
Mr. RAY-The others are Chinese who are out of the Colony. I have not seen them. They did not refuse,
The GOVERNOR-I think you stated that at least one of the European gentlemen who declined to sign that memorial did so because the share was not his own P
Mr. RAY-That is so. He said if the share had belonged to him he would willingly have signed it.
Mr. Rrie-Do you think you could have got any more signatures if you had tried P
Mr. RAY-There were no more shareholders here.
Mr. RYBIE-But are tbera not some Canton P
at
Mr. Rar-Yes, but I hadn't time to go there, j as I only had the petition in my hands a few days.
Mr. RYZIE-The business of your Company does not show any falling off?
Mr. BAY-No; but it was restricted. It was impossible to extend it.
Mr. KESWICK-The principal reason for your present application is not the value of the sbarea, bat that the shares are not sufficiently numerous to extend your copstituency ?
Mr. Ray-Botb reasons enter into it. The value of the shares drive people from buying.
Mr. KuSWICK-But the shares are always at a premium ?
"Mr. RAY-Yes, shures will go to a premium sometimes.
Mr. Keswick-That is because people buy them.
Mr. Lowcock-But the principal thing is that you have too small a constituency P
Mr. RAY-Well, that is a reason.
Mr. RYRI-But you can show no falling off in your business, you say?
Mr. Ray-The secounts for the present year have not been made up yet, so I cannot speak na to that.
Mr. KYRIE Under the old system-Mr. Nelson says you are now under a new system- what advantage did a shareholder get by con- tributing business ?
Mr. Rar-Well, he simply got the enhanced dividend on his share,
Mr. RYBIE-If he was a good contributor be could base gone to other offices ?
Mr. RAY-Well that would have been a mat- ter for bis own consideration.
The CHEF JUSTICE-Do yon give them any- thing?
Mr. RAT-Ob, yes.
Mr. RTRIE-Can you give any account of the premis paid to contributing and non-coo- ! tributing shareholders P
Mr. RAY-No.
Mr. RYKIE We onght to have the question settled whether having more shareholders will increase the value of the shares,
The GOVERNOR-That is a matter for the Company to judge of themselves, They come here to obtain certain privileges, but it would be rather hard to ask them to prove what perhaps they cannot prove.
Mr. RYBIE-They come to get rid of tram- miela of the law which have been a great benefit to them in the past. Many people joined the Company because it was limited, and others because they could get shares whether they were contributors or not. And that was the reason the shares got so high because there was such a demand for them.
The CHIEF JUSTICE-We are examining wit. Desses. When they bave been examined, then these points would come very properly for con- sideration, but I anboit it is out of order now,
The evidence of the witness was then read over and signed by him.
Mr. KraI-I don't think they have proved anything at all; the whole thing is supposition. They have not shown there would be any ad- sance in premia.
The ATTORNEY-GENERAL-To be in order, I move that the preamble be taken into con- sideration.
The COLONIAL SECRETARY seconded, and the motion was earried.
The ATTORNEY-GENERAL-The evidence we have heard has shown that the preamble as drawn is not strictly accurate, but we are not tied down by any roles from altering the preamble, and I would ask your Excelloney's permission to alter it in accordance with the evidence. In the first place I move that" $1,000" be substitute for "$1,500" being the amovat | paid up on each share; that the words, "and a further call of $500 has been made" inserted immediately after the first amendment; that the words to be readily transferable" be substi. tuted for the worda "for the advantageous management of the Company;" and that the words" to the Governor to confer upon it" be atruck out, and the word "for," merely, inserted in their place.
Mr. KESWICK-I think the words "not readily transferable' have not been proved. The fact admitted by the gentlemen who have given evidence that the shares are at a premium in the market show that these shares are sale- able and are readily transferable, or they would not be of such value. If these words are in- serted in this preamble they will not be the truth.
The CHINE-JUSTICE-I think that both the witnesses bave deposed that there has been un impediment in transferring abares, and that therefore as a fact they are not readily transfer- able. I believe that that preamble as it stands has been proved. We are not now dealing with! the propriety of it, but the fact has been proved, and I would therefore second the motion of the Attorney-General,
Mr. KYRIE-May I ask in what way the fact ! was proved?
The CHIEF JUSTICE-It is a matter of fact and of opinion, and both have been deposed to by the witnesses. They spoke of one case in which there was a difficulty in transferring the shave.
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