^, f*.*S.2, IMAGE EVALUATION TEST TARGET (MT-3) /. {./ .^.% %j X/i «; ^^ 1.0 I.I 1.25 IM 11112.5 I 1^ 2.2 2.0 1.8 U IIIIII.6 y] ^ (9 el ■c), ^. ^. A //a W^'W Ss. 7 Photographic Sciences Corporation d if :\ iV \ "^ V m 6^ §i. 33 WEST MAIN STREET WEBSTER, N.Y. 14580 (716) 872-4S03 CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques Technical and Biblioeraphic Notss/Notss technique et bibliographiquat The Institute has attempted to obtain the best original copy available foe filming. Featuros of this copy which may be bibliographically unique, which may alter any of the images in the reproduction, or which may significantly rhange the usual method of filmir.g, are checked below. D Coloured covers/ Couverture de couleur f~n Covers damaged/ Couverture endommagie Covers restored and/or laminated/ Couverture restaurie et/ou peilicul^e Cover title missing/ Le titre de couverture manque Coloured maps/ Cartes giographiques en couleur Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. auHre que bleue ou noire) Coloured plates and/or illustrations/ Planches et/ou illustrations en couleur Bound with other material/ Relii avec d'autres documents D n n Tight binding may cause shadows or distortion along interior margin/ Lareliure serree peut causer de I'ombre ou de la distorsion le long de la marge intirieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines paged blanches ajout^es lors dune restauration apparaissent dans le texte, mais, lorsque cela itait possible, ces pages n'ont r^s iti film^es. Additional comments:/ Commentaires suppldmentaires; L'Institut a microfilma le meilleur exemplaire quit lui a 4tti possible de se procurer. Las details de cet exempiaire qui iU]/r. The result of the whole process of pruning, taken together with the losses in ths fire branch referred to above, had the efi"ect to present the company, /. t-., your company, in a condition, not to ])ut too fine a point upon it, not pleasant to contemplate by its friends. RESPONSIBILITY OF DIRECTORS. 1st. I assume that no one will pretend that the management was responsible for the large losses which accrued this year, as distin- guished Irom other years. 2nd. Neither was the Board responsible for the i)aynient of the Provincial tax, nor for the exclusion by the Sui)erintendent of uncollected premiums in the hands of agents. 3rd, Nor for the excessive proportion of the Insurance Reserve fund, against which it has persistently protested, but always with- out success. CALL UPON STOCK IMPOSED. The immediate result of the government examination was to require the payment of additional cash capital to strengthen our resources ; and as the Superintendent declined to renew his license without a call being made of " at least 10 p. c," there was no alter- native for your Board but to give effect to it. RENEWAL OF LICENSE. There can be no doubt that if your company could be proved to be insolvent, the Superintendent would be justified in witholding hislicense; but a company such as yours, having realized assets over liabilities of $42,739.63, including or providing for the "* Insurance Reserve " to the amount of $362,074.05 (report of 1887), besides subscribed and uncalled capital to the amount of over £/\^/U hundreu thousand dollars., seven-eighths of which is in good and solvent hands, could not be considered as insolvent, without a gross per- version of language.* Doubtless your comi)a-iy could have gone o\\ for the next ten years, as it had for the past similar i)eriod, without making any demand upon you, by borrowing liberally of our bankers at cur- rent rates of commercial discount, having always sufficient valuable securities to deposit as collateral; but the government officer was of the opinion, the soundness of which could not be successfully con- tested, that the uncalled caj-ital was a tangible asset, and as such should be availed of, otherwise it could have no value in estimat- ing the responsibility of our company to its patrons and the public. ALTERNA'lIVES. The alternatives, presented however, were the enforcement of a call of 10 p. c. or deprivation of government .license, which meant * The fiinount (jf assets over liahilities and Insurance reserve report of 18HS, is $117,227.00, ajiiuiint of caiMtal paid in |l(;;i,l(;;?.()0 "^ J> cessation of business and liquidation, with the i>rospect, that even the adoption or the latter would necessarily inv )lve the former, as its immediate result; under these circumstanc.es your beard unanimously adopted the former alternative, and made two calls o{ 5 p. c, one due in August and the other in the month of November following. KFFECT OF MAKING THK CALLS— OPPOSITION. The issuance of the calls naturally excited much feeling, and not a little adverse criticism. Some of our stockholders took a revent being forced to i)ay huge sums, without any j.rospect of getting back any jjortion of that which had been already paid, it was essential that they execute the proxy enclosed in favor of one of'the committee named. The terms of this document were sufficiently alarming, those who received it were well aware that calls had been- made, and they would naturally conclude that if a special investigation had been instituted, a i>rimatacie case against yourcomj)any must have been made out, and thus they M/ould feel inclined to yield to the demand made upon them, which in fact they did in numerous cases. CIRCULAR C()\lii;.MN'KD. So extremeley erroneous and one-sided were the statements con- tained in the circular, in the view of the Board of Directors, that the general manager was instructed to consult the Messrs. Abbotts, ihe comiKiny's solicitors, to ascertain whether an ;,v:tion for libel would lie against its authors. No action however was taken, for it was l.eld that however false and unfounded the statements might be, they being issued by stockholders, to other stockholders, ostensibly in their common interest, the document in question would be held in law to be privileged. ANXUAL REPORT. While tlic dissident committee were ojjerating as we have seen with a diligence worthy of a better cause, the management was busy l)reparing the annual statements to be submitted to the approach- ing meeting in March, and which were issued some days in advance to the shareholders. To the surprise of the committee no doubt, and perhaps to their disai)pointment also, it proved that the year 1888 had been an extremely i;ood oite, that after meeting all claims and making provi- * sions for all outstandings a surplus ot $60,425.70 remained to the good, md the usual clividt-nd at the rate of six per cent, was declaied. I'roljably it might oecur to some of our fellow share- holders, that in view of a sur[»lus so large, the writing off of thirty thousand dollars, say, once in ten years, was not such a formidahle thing as it had been industriously represented to lie, by our c-ppn- nents, who I fear 1 nuist add did not appear to be overburdened with scruple in the modes of their operations. I'm; COMMIT IKK. As I was not called to share in the tleliberalions of the CVmv mitte, I shall not vciUure to divulge the decisions they arrived a', having respect to the then ai>proaching annual meeting ; Init if J w ere to hazard a guess, it would be that in view of such af:ivourable .show- ing, it would m)t be politic; to i)rop(jse li([uidation of the com- pany, and they must content themselves with tlisplat;ing two of the three retiring directors, who were candidates for re-election, autl replace them by two of their own number, and this pro- gramme was carried out to the letter, at the meeting of the Jth March. The Honorable Mr. Abbott and Mr. J. ( ). (Iravel were chosen directors in place of C. 1). Proctor and Henry Lvman, who retired from the board; and here the curtain falls upon the scene, so f;ir as this narrative is concerned, a> nv , ho left with you and the jjublic to determine, in vit ' the cir- cumstances, whether the Board, us previously ^ did or did not faithfully fulfil the trust confided to CONCLUSION. To recaijituhite. my letter of March, si^'i'^ts '^^ synopsis of the history of our Company from its commencenient in 1864 to the close of the last year, and which for the most jiart came under my own l)ersonal cognizance, prepared theway for the i)resent paper, the sole object of whii:h is as before stated, to vindicate the management of the Board of Directors, as constituted prior to the recent election, rnd which I conceive to be incumbent upon me, as the then i)resi- dent of the Company. The accusation made l)y the committeu leferred to abo\e was specifically, that all the money paid in by the shareholders had been utterly and totally lost, and that the only means of preventing fuiiher and more serious losses was to send voting jjroxies to a suggested member of the committee. The foregoing' statement, that all \m\.\ in prior to the dale of the ( iri ular had heen lost, was not in acrordanee with tact and the asser- tion that finlhcr losses were imminent was entirely gratuitous. The only (oloural)li' excuse I car. Ii" ! for the course pursued by il'.e t (imniittee is in their absolute it;tiorance of the interior economv and working of the ("ompmy, and in the invincible jirejudicc which so perverted the judgment of many shareholders that no statement or explanation the managnient (ould make was of any avail. I have written of the gentlemen of the committee as a whole since they actL'd in concert, and witii mutual c.onsulation. it is but just however to sav, that onlv one of them openlv declared his in- tcntioii to bring alxnit the ilestriu lion ot' the corporation. I am \er\ resiiecifiilb yours. HKNK\ LVMAN. /.(/ f, I HOKNHII.I., MuNTKKVL. i. 5 t h Apr il. 1889. ^ . J^t^c^x^ /v r 7 k / c /. The foregoing statement, that all paid in prior to the date of the circular had been lost, was not in accordance with fact and the asser- tion that further losses were imminent was entirely gratuitous. The only colourable excuse I can und for the course pursued by the committee is in their absolute ignorance of the interior economy and working of the Company, and in the invincible prejudice which so ])erverted the judgment of many shareholders thnt no statement or exi)lanatioii the managment could make was of any avail. 1 have written jf the gentlemtn of the committee as a whole since they acted in concert, and with mutual consulation. it is but just however to say, that only one of them openly declared his in- tention to bring about the destruction of the corporation. I am very respectfulK \oinx Thoknhili., Montreal, x ^th Aj^ il, 1889 CO 00 n 5?d ::= w C/3 ^ no. f^ s p ui s iz O d- '• = p : o p c o > B a i-i »■-» • o P o o n 5 a> •-t o n a crq P n cr. O In I '^ 3 -I o 3 P •.r. a r. n a 2_ 5' O) P 2.^ p t. o = ^ P' fD 55 ? n a. a ft! ft> -• o .rr 3. a C/3 - a ^ v^ O (J. T!! n* ?•• r» ^ fD ><■ y. ^ fD O O D