^ ^ ^ ^ ^ ^ ^ w w w
NORTHWESTERN
UNIVERSITY
LIBRARY
EVANSTON
ILLINOIS
REPORT, &c.
'REPORT
PROCEEDINGS OF, AND RESOLUTIONS PASSED AT, A HALF-YEARLY
MEETING OF SHAREHOLDERS,
^^RICULTURAL & COMMERCIAL BANK
OF IRELAND, )
HELD AT -MORRISSON'S GT. ROOMS, NASSAU-STREET,
pursuant to requisition,
ON THB mil PAY OF APRIlf, 1837;
AND ALSO, THE
PROCEEDINGS AT A MEETING OF SHAREHOLDERS OF SAID BANK,
HELD AT .13, DAWSON-STREET,
ON THE 18th OF APRIL, 1837}
AND THE RESOLUTIONS PASSED THEREAT.
REPORT OF THE COMMITTEE OF TWENTY.ONE, APPOINTED ON THE
17th APRIL, VERIFYING THAT ONE-FOURTH OF THE
PAID UP CAPITAL OF THE COMPANY
HAS BEEN LOST.
DUBLIN:
GEORGE FOLDS, PRINTER, 1, SAINT ANDREW-STRfET,
(opposite trihitt-stbeet.)
1837.
4
room, amidst much cheering. But, finding afterwards that Mr.
Dwyer, the Secretary to the Bank, was proceeding with the
business of the day, they returned to oppose them. A scene of
great confusion followed—it was impossible to know what was
going on—every attempt made by Mr. Dwyer to obtain a hearing
was drowned by cries of " Divide, on the question of Chairman"
—" The Lord Mayor is Chairman of the Board"—" No Sauce¬
pans"—" No Latitats"—" Put out Dwyer"—and similar excla¬
mations. When the tumult had somewhat subsided—
Mr. Knox proposed, for peace-sake, that the Lord Mayor
should keep the chair until half-past one, when he would be
called away by his official duties, and that then Mr. Gresham
should replace him.
This motion was received with general approbation, hut objected
to by Mr. Dwyer, who would not consent to Mr. Gresham's even
then taking the chair without a fresh poll. This was the signal
for fresh tumult, which delayed business for a considerable time.
It was then proposed that Mr. Pim should take the chair, a
proposition which seemed to meet the wishes of all parties.
Mr. Burke Ryan now proposed that the Report of the Auditors
be read.
At the general request of the meeting, Mr. Gresham remained
beside the Chairman, who proceeded to read a communication
from the Auditors, which was of no public interest.
At this moment great confusion was created by some person
from behind the Chairman striking at Mr. Gresham ; this caused
strong excitement in the meeting, but tranquillity was in some
degree restored by the appearance of the Auditors with the
Report.
Mr. Pim here expressed a wish to leave the chair, and the
meeting expressed an unanimous desire that Mr. Gresham shoiild
be called thereto, hut the latter gentleman insisted that Mr. Pim
should remain.
Mr. Knox of Coleraine, then addressed the meeting. He said
that he had exerted himself to the utmost of his ability to preserve
unanimity at the meeting, and that there might not be the slightest
pretence for disagreement, he had requested Mr. Mahony to
absent himself, although he (Mr. Manony,) was the confidential
5
adviser of a majority of the Shareholders. He wished to inform
the meeting that it was the earnest advice of Mr. Mahony, that
Mr. Pirn should continue to occupy the chair'~(hear, hear). He
(Mr. Knox,) called on the meeting to follow his advice, and allow
Mr. Pirn to remain until they heard the Auditors' Report. If
the Auditors reported that the Shareholders had sustained a loss
of £100,000, he was sure the meeting would be with him; if
otherwise, he would gladly join the supporters of the board—
(hear, hear).
It was then intimated to the meeting from the chair that the
Auditors refused to read their Report until the remuneration they
were to receive was ascertained.
Mr. Gordon proposed that they should get five guineas a day
each, and their expenses—(cries of no, no<—too much).
Mr. Knox thought it was not worth while to delay business by
any discussion on this point—the amount that could be curtailed
would not amount to a farthing a piece.
Mr. Dwyer then proposed, as an amendment, that they should
get £100 each, and their expenses—(no, no).
Mr. Molloy (one of the Auditors) here came forward, and
stated that he would not take twenty guineas per day and do the
same work again; they had been engaged incessantly from seven
o'clock in the morning, and had travelled upwards of five hundred
miles on the business of the Shareholders—their loss, as traders,
should also be taken into consideration—(hear, hear).
A Shareholder said, that this was a bad way to be lavishing
the property of the bank.
It was then proposed that a committee should be appointed to
decide on the amount of remuneration ; but the Chairman inter*
posed and said that, as a friend to peace and fair play, he would
put the question, " that the Auditors receive five guineas a day
and pay their own expenses."
This motion was carried, and Mr. Knox was then requested to
act as secretary to the meeting, and read the Report.
Mr. Dwyer consented to the reading of the Report, reserving
a right, on behalf of the Directors, to explain as to any passages
they did not conceive correct.
6
This was agreed to, and Mr. Knox proceeded to read the
Report.*
Towards the conclusion of the Report the expression of
disapprobation became so general tbat it was difficult to hear a
word.
Mr. Knox insisted on Mr. Dwyer being allowed to address the
meeting in vindication of the board.
Mr. Bates (of Belfast) said that Mr. Dwyer should be patiently
heard, provided he confined himself merely to his desire, and did
not take up the entire day. He should meet with no interruption
from their side—they had come to town on a very melancholy
business, and were anxious to listen calmly and coolly wbile their
real condition was explained to them.
Mr. Dwyer then presented himself to the meeting. He hoped
they would follow the advice of their friend, Mr. Bates, and give
him a patient hearing. He would not unnecessarily occupy their
time, but be could assure them that no man present had looked
more anxiously for the Auditors' Report than he did (great
confusion and hisses.) He did so from a consciousness that a
great proportion of the Shareholders would not be satisfied with
the statements of the Board of Directors, without they had also
the Report of Auditors experienced in accounts (hear, hear.) He
(Mr. D.) did not stand there from any presumptuous feeling
whatever; on the contrary, he had requested the mercantile
gentlemen on the board to stand forward and answer this Report,
which he had heard read for the first time to-day. They
themselves knew that when the Northern Shareholders had
proposed that he (Mr. D.) should get a copy, on condition that
they should have another, he refused it. He had no wish for a
copy of the Report. He wished to see it when it came publicly
before the meeting, where there could be an impartial examina¬
tion of the whole (hear, hear.) He would go consecutively through
the differences stated to exist between the statements of the
balance sheet and the real assets. Although he had listened with a
great deal of attention, he had not been able to gather the real
difference between them. Was it 40, 50, or £100,000., less or
more. He wished for an answer.
• A full Copy of the Report accompanies this.
7
Mr. Molloy—It might be prejudicial to the value of the stock
to state it at present.
Mr. Dwyer continued—He would go on, and consider tlie
meeting, no matter how much they differed from him, as an
impartial jury. The first point that was brought forward as a charge
against the Directors, implying that they were privy to the
suppression of truth, was the discrepancy between the real assets
of the concern, and the statement put forward on the 20th March.
For himself he could say, he had ordered Mr. Brierly, the
accountant, to be there with all the branch books, protested bills,
ánd a commentary on the balance sheet; he believed the bills
in round numbers amounted to about £100,000. The accountant
had come, but the impatience of the meeting would not allow of
his being heard (hear, hear). So far he would exculpate the
Directors from the blame. Now to grapple with facts: it was
true the books were not as regular as they should be ; but was it
fair to blame the Directors ? It was not their place, when they
employed Accountants and Managers, to be responsible for the
details of the accounts. The Directors of the Bank of Ireland
relied, to a great extent, on the returns of their Managers; the
duty of a Board of Directors was to look to the general result of
the balance sheet, taking it for granted that the clerks had done
their duty. He (Mr. Dwyer) admitted that there was inaccuracy
enough in the accounts to startle gentlemen who were strangers,
and who did not take into consideration that the bank was after
standing four runs in its very infancy. He (Mr. Dwyer) had
nothing to do with originating the bank; that honour belonged to
Mr. Mooney. He had joined it for no other reason but that he
conceived it an Irish bank. He (Mr. Dwyer) was free to
acknowledge that the premature starting of another bank (cries
of make no allusion)—^he would not—he was only accounting
for the inaccuracy which had crept into the Report; it arose from
the injudicious rivalry between the National and Agricultural
Banks, each party running against the other, striving which
would discount most bills; and when it was stated, by a powerful
individual, that the Agricultural Bank should be put down, he
(Mr. Dwer) thought it his duty to stand by it (hear, hear). Now
what was the consequence of this contention ? It occasioned the
8
run of July; every Banker would know the efTects of a run on
a bank of issue. In such a case the best energies of the Directors
should be employed to get funds to meet the emergency, and it
was not at all unlikely that at such a time the books should get
into disorder (hisses). They had, at that time, a general
accountant, who was believed to be competent, a Mr. M'Kinstrey,
from Scotland, the favoured land of banking (cries of question).
It was fair to the Directors to state that the house of Prescott
and Co. having heard rumours something like the statements they
had heard that day, had, in April, 1836, sent over Mr. Prescott
to examine the books ; he (Mr. D.) could produce the letter of
that gentleman, certifying that he had found every thing square,
and also saying that although he considered they had too rapidly
extended their branches, that still with skilful management the
elements of greatness and prosperity were to be found in the
Agricultural Bank (hear, and cries of "cut it short"). Then
came what everybody was aware of, the great pressure, which
even the Northern and Central Bank of England, with its
£800,000 of British capital could not sustain—that bank was
going through the same ordeal as the Agricultural, and they were
allowed to give reasons for discrepancies. Well a run of four
months came on the Agricultural Banks, and he (Mr. Dwyer)
would put it to any candid gentleman to say, if it was not quite
enough for the Directors to do to devise means to meet that
emergency. What was, then, the state of the bank ? They
owed £800,000; they had no powerful individual to procure them
relief from the Bank of Ireland; all they had to do was to stand
firm for the benefit of the Shareholders; they had upwards of nine
thousand bills, and then Iheystood, at the expiration of three months,
and was there a noteholder who could say, " there's your one
pound note ?" (cheers.)
Mr. Forster here suggested that there should be no further
interruption, either of applause or disapprobation.
Mr. Dwyer continued—How did they pay that£800,000? They
paid it out of the bills, the agricultural bills, that were so much
cried down ; ifi three months they had been able to realize that
sum, and had now nothing left to do but to quarrel amongst them¬
selves. Now suppose, that on the 19th November, five days after
9
the suspension, they had adopted the course advised by Messrs.
M'Gill and Bell, and dissolved the Bank—if the day after the
suspension the Directors had shut their doors, the effect on public
credit would be utter destruction. He (Mr. Dwyer,) would say,
that the Directors were right in acting as they had done; they
had, by that means, preserved the property, protected the Share¬
holders, and vindicated the character of their country. He would
now come to No. 1, in the statement, which set forth that, at the
Castlebar branch, the Auditors found the liabilities to be £19,541
more than appeared in the former account; this arose from the
Directors having used the accounts in their possession instead of
waiting for an abstract of the state of that branch. Was there
any thing in that involving a charge of wilful inaccuracy against
the Directors ? In the accounts of the Killarney branch, there
was said to be a deficiency of £1,999 18i. 4d. Now, as that
was a return from a branch, it made nothing against the Board
of Directors. It was said that, in the months of September and
October £3,975 had been paid away, for which there was no
account. He (Mr. D.) was free to acknowledge he did not know
how that had been paid—it did not appear on. the books. Mr.
Grote had told them that if they did not insist on all assets he
would file a bill in Chancery against them. He now came to the
deficiency of bills at the head office, £28,819; he believed that
resulted from the bills having been transmitted from the branches,
direct to the law agents for collection, instead of sending them to
the head office. These were questions very difficult to answer,
but he trusted an impartial jury would wait for an explanation
(great confusion.) The next fact stated was that five accounts
had been paid since the statement, and were not included in the
liabilities; with respect to the two first, Mr. Gray's salary, £890,
and that of the Directors, £1000, he begged to say that the
reason Mr. Gray's salary had lain over was, that they had agreed
to give him but £500 a year, but that he afterwards demanded
£1,000, the Committee decided that £500 was enough, but Mr.
Gray held £1,750 of the company's notes, with which he had
retired, and refused to give them up, and when the question became
thus, whether they should pay or go to law, they choose the
former. The next was £1,000 for Directors' salaries and travelling
10
expenses; he (Mr. Dwyer) did not think £1,000 was too much
for fifteen Directors, and he believed the travelling expenses were
those of Mr. Emerson on his joumies to London and Belfast.
Mr. Emerson—I did not receive a shilling—(hear).
Mr. Dwyer—It might be the case—he was only supposing.
The next were Holbrook £2,195, and Chambers £550. Hol-
brook's account was for engraving—he was a friend of their own—
(Mr. Dwyer was here interrupted by the meeting—several cried
out " we do not question the propriety of the items, we want to
know why they were omitted.") The Chairman decided that Mr.
Dwyer was out of order.
Mr. Dwyer—Well, they should show that these omissions were
wilful; the interest of the Directors would be to make things worse
instead of better. The next charge was that Mr. Guinness was
debited with £1,778^ which that gentleman denied—that arose
from a dispute which must be decided in a court of law. The
next accusation was, that they returned Batho and Bingly as
debtors £1,490, whereas, that firm claimed £2,706, making a
difference of £4,190. Batho and Bingly were their note engravers,
and the cause of the discrepancy was, that when the concern was
flourishing, they had taken three thousand shares, and passed
their bills, and when the bank was depressed they refused to pay
them, or allow any part of their account ; the bank was
obliged to take them up;—(cries of why did you take them up?)
they had promised to do so, they had sent them renewals and
they refused to accept them. This was the cause of that discre¬
pancy. The bank property had been set down to £29,200. He
(Mr. Dwyer) thought thai valuation too high, and had often said
so; but the Auditors had only visited fifteen branches out of
forty-five, and those the very worst—Strokestown, for instance;
the valuation would not be too high if they resumed business
again—(never, never). The Agricultural Stock repurchased was
£48,348, the Auditors referred to their Report for their opinion
of that transaction. Now, he could prove that there was nothing
dishonest in it. The concern had ramified over four provinces,
and delighted he (M. D.) was, when it extended to Belfast—
(hisses). Well, it was necessary that every manager should hold
from three to five hundred shares—this was made a stipulation
11
with every manager» except that of Dundalk—(no, no, Ennis>
killen). This was the stock which was taken back, not repurchased
from these managers when the bank was suspended. He (Mr. D.)
would distinctly deny that it was done with any view to favouritism.
The only person who got a cash credit was Mr. Walpole, of the
Society of Friends; he got a cash credit for £4,000, and when'
he was going to become a bankrupt, the bank took back his
shares in payment of the debt rather than that they should be
given up to his other creditors. They had consulted the Society
of Friends before they adopted this course, and they considered it
was better to have the Stock than that it should appear in the
bankrupt's calendar. This explanation would apply to the entire
item of stock repurchased—(a voice,Davis, of Enniscorthy).
Mr. Davis—They did not take back a shilling from me.
Mr. Dwyer—It is lucky there is an honest man present, or we
would be condemned. With respect to the Cork branch, what ,
was the fact ? That at that moment the bank solicitor was suing
Mr. Bennet, the manager, for a deficiency of £.5,000 (cries of.
question.) Well, the cash balance of £900, at the head office
was reported by the auditors as not available; and it was also
stated, that although in the former balance sheet the outstanding
notes were estimated at £5,000; yet since that period £16,000
had been returned. He (Mr. Dwyer) had, previous to the making
out of that balance sheet, noticed all the branches to send an
account of their outstanding notes ; and if they had not done so,
he was not to blame. With respect to the £900 cash balance, he
did not well know what the auditors meant by saying it was not
available.
Mr. Molloy—We examined the cash box, and found it totally
worthless.
Mr. Dwyer—Mr. Mulloy might be right, but to prove that the
error was criminal, it must be shown to be wilful. With respect
to Mr. Dowd, of Drogheda, he was a most respectable citizen ;
and if there was an error in bis account, it could not be made a
reproach to the Directors. With respect to an amount of bills
returned, £3,775, stated as being found to the prejudice of the
assets, he (Mr. D.) would account for them by saying, that they
were bills which had been credited, and which the bank had
12
afterwards to take up, although they had received letters that
they were paid. That was his impression. With respect to the
profit and loss item, which the auditors stated was erroneous, he
begged to say that Mr. Brierly differed from Mr. Dundas, but he
(Mr. Dwyer,) would leave that to be tested. The next item
objected to was the Royal Bank stock. The reason of the pur¬
chase of that stock was, that it was necessary that the Agricultural
Bank should have connection with a bank in Dublin, and to make
that connection useful to the Agricultural Bank, the Royal Bank
should be in some degree under their controul. For this purpose
the Directors purchased £13,000 Royal Bank stock, and the
consequence was, that six out of seven of the directors of that
establishment were shareholders of the Agricultural Bank. He
thought that the stock was good value (a voice "better than the
Agricultural, at all events"), and might be rated as so much
money. The Auditors had stated that they found in the Kilkenny
branch six thousand and six pounds more than returned in favour
of the hank, and an account of John Boyd's, £435, also in their
favour. Add these to the amount of assets, and they would have
£303,000 on their balance sheet. And after all the run and
suspension, their managers and accomptants leaving them, he
would leave it to impartial and candid gentlemen whether the
discrepancies which had appeared were sufficient to authorise
them to destroy the institution ? The Auditors had made a loss
on fifteen branches in the south and west, but they had not visited
the north of Ireland. Why, the heaviest loss the bank had met
with was in the north—a cash credit given by M'Kinstry, the
Armagh manager, to Mr. Kidd, (since a bankrupt) for £4,000.
He had now finished, and he thanked them for their attention.
One word more—with respect to the test of secresy—they had
followed the example of the Bank of England in requiring it.
Mr. Bates then came forward, but found it almost impossible
to obtain a hearing, the hooting and noise was so very tremen¬
dous. This gentleman, however, persisted in spite of the clamour.
As well as we could hear, he called on the meeting to hear him,
according to their promise, on the faith of which his friends had
so patiently heard Mr. Dwyer. (The uproar and yelling still
increased, but Mr. Bates persisted). He said he knew his rights.
13
and was determined to have them—the subject should be eonsU
dered coolly and dispassionately—(hear, hear). He would
suggest that the Auditors should explain the different matters in
the Report, so that the meeting would not draw erroneous con«
elusions from it.
Mr. Dundas, one of the Auditors, then proceeded to explain
the different items in their statement. The Auditors had gone
to Castlebar, and were surprised to find the amount of bills dis¬
counted in that small town £3,000 and a deficiency of £1,900.
The Auditors did not want to attach criminality to any party.
Mr. Dundas was proceeding to explain the different statements
contained in the Auditors' Reports, and the facts on which they
were founded, when several called out, " how much is the defici¬
ency ? " " The meeting is of no avail until we ascertain that."
Mr. Gresham said that the public had a right to an answer on
this subject—(groans and hissing)—he would not be put down—
it was a very serious question; the Auditors need only speak to
the best of their opinion; what they said then need not bind
them ; the question to which the Shareholders wished an answer
was, whether the £290,000 assets were worth twenty shillings in
the pound to them, or ten, or only five ?—(tremendous uproar.)
Mr. Dundas said, that he had conferred with his brother Audi¬
tors ; their reluctance to tell the deficiency arose from a dread of
diminishing the value of the securities; but if it was any satis¬
faction to the meeting to know it, he could tell them that the
loss would considerably exceed one hundred thousand pounds.
(This announcement created a great sensation—cries of impos¬
sible, shocking, chair, chair, continued for several minutes.
Mr. Gresham—Whether right or wrong, we do not want to
pin you to your assertion, but as a citizen and a Shareholder I
demand how much our loss will exceed one hundred thousand
pounds.
(The uproar now became indescribable. Mr. Bates got on a
chair to speak, but was pushed down by a Mr. Ryan, who, in his
turn suffered the same fate. Mr. Ryan's party, however, persisted in
keeping him on the chair; this the friends of Mr. Bates resolutely
resisted—a scuffle ensued, in which Mr. Ryan was dragged back
and forwards by friends and foes, but at length had to give np
the chair with the loss of his coat, which was literally torn off
14
his back by the zeal of his partisans. The tumult was not allayed
until a peace officer made his appearance.
Mr. M'Gill now came forward, and stated that he came with a
proposal from Mr. Dwyer, which was, that three gentlemen
should be nominated by one side, and three on the other, as
trustees, in whose hands the property should be placed—that the
stock should be valued as it stood—and the Shareholders should
be paid to the extent it realized.
Mr. Smith said he had travelled three hundred miles to make
this proposition. The dissentients would be paid the value of
their stock within six months. He himself would take their stock
this moment at ten shillings in the pound. In his opinion, the
Agricultural Bank was a more solvent concern than the Northern
and Central Bank of England, with all its branches. He would
not advise them to go on destroying their own stock. Mr. Knox
would read the proposition, which was to the effect, that any
Shareholder dissentient should receive within six months the
equitable valu^of his shares—that trustees should be appointed
—and that the board should pledge themselves not to create any
new liabilities, or issue any notes within that time, or until the
dissentients should be paid off.
Mr. Gresham wished to know how the board could be bound to
this bargain.
The Chairman attempted to put this proposition, but the
disapprobation was so general as to render it impossible.
Mr. Bates, as soon as he could obtain a hearing, which was
not for a considerable time, said that they should consider the
establishment as a national establishment, and its affairs as
involving the character and credit of the country. He hoped he
would receive a patient hearing. He might, in the course of his
remarks, have occasion to speak in strong terms; but it was the
right of every shareholder to express his opinion i and he trusted
those who did not agree with him would not attempt to deprive
him of his right. This meeting had been called at vast expense,
and should effect something. They had the report of the
Auditors and Mr. Dwyer's explanation, and they should now take
into consideration his proposal to buy up the dissentient shares at
the price of the day—this proposal would not get rid of the
15
difficulty: notwithstanding any arrangement that could be made,
the directors would be still empowered to contract debts, and
besides, the stock in consequence of the report, would be greatlv
depreciated. If they could give security for the next three years,
they might entertain the subject, but as it was, he (Mr. 6.) would
say, that this motion was of no other use but to divert the meeting
from the main object of consideration, which was the Auditor's
report. It was a mere delusion. He called upon them to get to
business—^he therefore would move a resolution, declaring that as
one fourth of the capital was actually lost, a committee be
appointed to inquire into the truth of that loss, and to act
accordingly (hear.) He would not allude to Mr. Dwyer's
explanation—he would leave it to the consideration of his fellow
countrymen, but he would implore them in the name of God, not
to let it go forward to England that they could not decide
according to right, but let them act fairly and show the world
they were capable of settling their own affairs (hear, hear.)
Mr. Knox would agree with the resolution, but that it was not
binding. Let them appoint twenty-one trustess—this would form
a committee which was legal by the deed of settlement.—(Cries
of—^you want to get the bank into Chancery.)
The Chairman then attempted again to put the proposition,
but found it impossible. Mr. Bates's motion was then put and
carried by a large majority, and Mr. Bates demanded a ballot.
Mr. Mahony here presented himself to the meeting, and Mr.
Smith exclaimed—«Boys the serpent's come among you—^you
ought to kick him out."
Mr. Bates here said that the Shareholders' tellers were in
attendance, but that those of the Board were not.
Mr. Mahony would occupy the attention of the meeting but for
a few moments. He regretted he had not been there at an
earlier period. The result of his coming here wasj that Mr.
Dwyer and he had conferred together for the common interest of
all (hear, hear.) Mr. Dwyer's proposal for the appointment of
six trustees, in whom the property should be vested,, and by whom
all dissentient Shareholders were to be paid off, was all that he, (JVIr.
Mahony) had originally demanded—he had never submitted any
proposal beyond that (hear, hear.) It was rather unlucky that it
16
should be deferred until now, when he could not assure his clients
that it could be legally carried into effect. He (Mr. Mahony) was
not disposed to stand on technicalities; he was ready to adopt the
resolution, provided the resolutions framed by Mr. Warren, to
whom he had submitted the question whether the Company was in
a state of dissolution, were adopted also; if Mr. Warren was
right in point of law, they would have adopted the legal course—
(hear.) If Mr. lawyer's proposition was legal, it could be
carried into effect (hear, hear.) He hoped the meeting would
attend to the suggestion he now made. Mr. Dwyer and himself
had agreed in recommending it; by that course the Company's
property would be preserved, and an end put to further litigation
(hear). He (Mr. Mahony) knew that there were some individuals
in that room who looked with jealousy and distrust on his inter¬
ference in the matter, but he would now, in the face of his clients,
put it to Mr. Dwyer whether he (Mr. Mahony) had not all along
approached the matter with every disposition to bring about an
amicable arrangement before he resorted to hostilities (hear, hear.)
He was responsible to his clients, and should do his duty; it was
his duty to do every thing to protect the property for his clients,
but if the present proposition could be arranged, nothing more
would be necessary. They had his advice to carry it* into effect
if it were legal; and let it be understood that the question was to
be submitted to Messrs. Warren and Brooke, and if it was
found necessary they could call in any other member of the bar,
but by their decision all were to be bound (hear, hear.)
ITie list of trustees to be appointed was then discussed. Mr.
Dwyer objected to the name of Mr. Barry, the manager of the
Cork branch, on the grounds that there was a charge against him *
of deficiency to the amount of £1,800. In justice to Mr. Barry,
he (Mr. D.) would state, that the charge had not been investi¬
gated, and that from the high character of Mr. Barry, he did
not believe it would be found valid—(hear, hear). Mr. Dwyer
then said that he would only agree to this proposition under
protest, that it was not to be binding if there was not one-fourth
loss.
Mr. Mahony had no objection to a protest being signed by any
member or members, but he would not agree that such should be
17
recorded as the protest of the Meeting—(hear, hear). He had
hoped that the conversation betvreen Mr. Dwyer and himself
would hare brought about a reconciliation ; they had very nearly
come to it. He had understood that the property was to have
been bona Jide given us. He (Mr. Mahony) was extremely sorry
to say it, but from the turn the negociation had taken, nothing
now remained for them but to propose that the resolutions framed
by Mr. Warren be read and disposed of by the meeting—..(hear,
hear).
Mr. Pim, the Chairman, put the resolution, and the show of
hands decided that they were carried.
Mr. Dwyer protested against this without an appeal to the
ballot,
Mr. Ryan proposed an adjournment until ten the next morning.
This was violently opposed by the majority of the meeting, and a
scene of tremendous confusion was the consequence.
Mr. Sadler proceeded to read some resolutions—from the noise
it was very difficult to hear him, but as well as we could catch the
purport, they proposed the suspension of the present board, and
the appointment of a committee of twenty-one.
Mr. Dwyer—Boys, he is trying to remove the company (dreadful
uproar and a simultaneous rush from the inner room—Mr. Dwyer
and Mr. Mailey greatly excited, exclaiming, " come on, boys, they
are going to strike." The scene the meeting presented at this
moment was absolutely terrific.)
Mr. Bates—A motion was put, and declared by the Chairman
to be carried. We are now ready for a ballot on that motion, and
also on the resolutions read by Mr. Sadler.
Mr. Mailey—We will divide on the original motion for the six
trustees.
Mr. Bates—Mr. Chairman, it is for you to decide; the majo¬
rity are in favour of passing the resolution—^whether shall it pass
or not ? We are ready to go into a balldt on both questions.
The Chairman decided that the ballot should be on both
questions.
Mr. Pirn then left the chair, and thanks having been voted to
to Mr. Pim, Mr. Gresham was called thereto.
18
The Scíutineers for the Shareholders now came out from the
inner room, and declared that they had been refused the balloting
box. A substitute, however, was soon found, and the ballot
proceeded with.
Mr. Mailey, at this nioment, entered the room with what he
declared to be a protest; and, having handed it to one of the
gentlemen present, retired.
The Chairman now informed the meeting that a petition to
parliament lay on the table, which took notice of the proceedings
of that day. As many as chose could sign it. Mr. Gresham
then proceeded to state that nothing could have induced him to
remain at the meeting that day, but an anxiety to see how a pro¬
ceeding in which so many of his friends were interested, would
terminate (hear, hear.) He had gone through many ordeals in his
life, from pauperism, as he might say, to independence, and he never
saw any thing like the proceedings of that day (great cheering.)
He would not allude to what was past, nor speak of his former
colleagues: but they must now secure their property from further
inroads, and that could hot be if they retained the present board
(hear, hear.) No man respected the Lord Mayor more than he
did. His (Mr. Gresham's) own wish was to relinquish to him
the proud position he held as chairman of that meeting? a position
to which he was called by men, the majority of whom had
contributed to make him independent (hear, hear.) He could
not forget that. At the risk of life and fortune he would abide
the termination of this business, and use his best energies, so that at
least the private fortunes of the shareholders should not suffer
(loud cheers.) He had no ambition to gratify; he would rather
run the hazard of provoking them, and losing their friendship,
than be a party to the sacrifice of their property (hear, hear.) It
had been proposed at the board that those who disapproved of the
proceedings should receive the amount of their shares and go
away; but he refused, ánd he would say that if the deputations
of the Shareholders had not been unnoticed, and their
requisitions unattended to, they would not have taken the decided
step they had taken. A respectable number of Shareholders had
signed a requisition to the board, to convene a public meeting;
and when he (Mr. Gresham) saw that this reasonable request
19
was refused, he took his stand. He trusted he had made a
character for himself in the city. He had lived in it for twenty
years; and until he became connnected with the Agricultural
Bank, he could put his hand on his heart and say he was never
insulted (hear, hear.) His coming amongst them, at this moment,
although it might be considered unfortunate in one sense to be
dragged from private into public life, yet he considered it most
fortunate when it enabled him to earn the approbation of his
fellow-countrymen (hear, hear, and loud cheering.) The present
was the proudest moment of his life, he had been offered twenty
shillings in the pound for his shares, but he was aware that if he
had taken it, it would incapacitate him from rendering the
Shareholders any assistance, and he told them that if they offered
him ten pounds instead of one, he would not take it (loud cheers.)
No man owed a deeper debt of gratitude to hb fellow-citizens
than he did, and he was determined not to relinquish his post
until their property was at their own disposal once more (cheers.)
He would say one thing which he had repeatedly said in the board
room, and that was, that the Agricultural Bank had been
founded in deceit,—matured m fraud,—and would have finished in
robbery,—if the Shareholders had not interposed (hear, hear,
and cheers.)^
Mr. Bates then pronounced a high eulogium on Mr. Gresham,
after which, the Scrutineers' declared that the number ballotted
for the resolutions was 2,459. The meeting then adjourned, after
having passed the following resolutions:—
c
RESOLUTIONS
passed at a general half-yearly meeting of
shareholders
IN THB
AGRICULTURAL AND COMMERCIAL
BANK OF IRELAND,
BELD AT
morrison's great rooms, pursuant to requisition, on the
17TH day of april, 1837.
Upon the motion of the Lord Mayor, seconded by Thomas
Michael Gresham, Esq. •
Jonathan Pim, Esq. was called to the Chair.
The Report of the Consulting Committee having been read, and
entered on the minutes.
It was, on the motion of John Bates, Esq., seconded by
Benjamin Sadler, Jun. Esq.
Resolved,
That the Auditors be paid five guineas each, per day, they
paying their own travelling expenses.
The Report of the Auditors having been read.
It was proposed by Isaac Comerford, Esq., of Galway, and
seconded by James Barnett, Esq., of Carrickfergus, and
Resolved,
That the Report of the Auditors, now read, be received and
entered on the minutes of this Meeting, and printed for the use
of the Shareholders.
21
It was proposed by John Bates, Esq., of Belfast, and seconded
by Charles J. Knox, Esq., of Coleraine, and
Resolved,
That it appearing, from the calculations in the Report of the
Auditors, presented to this Meeting, and entered on the minutes
of our proceedings, and now confirmed by the calculations of
William Bell, Charles J. Knox, M. J. Barry, R. Bond, and
Paul Twigg, Esqrs., being five Shareholders of this Company,
that more than one-fourth of the paid-up capital of this Company
has been actually lost. That a Committee of twenty-one Pro¬
prietors be forthwith appointed by ballot, pursuant to the fifth
clause of the deed of settlement, of 10th August, 1836, to
inquire into the truth and correctness of such loss, and report
thereon at the next Meeting of this Company.
On the motion of Benjamin Sadler, Jun. Esq., of Belfast,
seconded by John Potts, Esq., of Belfast,
It was Resolved,
First—That the Proprietors, at this Half-yearly General
Assembly, have full power, in all cases not otherwise specially
provided for by the Deeds of Settlement, to regulate and controul
all the affairs of the Company.
Secondly—That, in accordance with the 32nd clause of the
Deed of 10th August, 1836, we do hereby suspend from his
office each of the following Members of the present Consulting
Committee; viz.:
James Dwyer, Despard Taylor,
Philip Jones, Arthur Lloyd Saunders,
J. A. Palmer, John Chambers,
Henry Watson, D. H. M'Adam,
This Meeting being of opinion that they have been guilty of
great neglect and mismanagement, during their continuance in
office, as Directors of this Company.
Thirdly—That the remaining Committee do forthwith convene
an Extraordinary General Assembly for the purpose of confirming
or .removing the suspension of the foregoing Members of the
Consulting Committee, and of either dismissing or removing
them from their office or re-establishing them in their office; and
also for the purpose of electing eight other qualified Proprietors
in their place, as Directors and Members of the Consulting
Committee, in the event of the suspension of the eight foregoing
Members being confirmed, and their being dismissed and removed
from their office.
Fourthly—That the Deeds of Settlement of this Company be
altered in the following particulars :
That in the event of the Consulting Committee, the Manager
or the Secretary of the Company, for the time being, declining or
refusing, or for ten days omitting to call an half-yearly, extraor¬
dinary, or special, or adjourned general assembly of this Company,
pursuant to the Deeds of Settlement, on the requisition of thirty-
one or more shareholders, holding five hundred Shares, then it
shall be lawful for any thirty-one or more members holding such or
similar shares, to convene such half-yearly extraordinary, or special
adjourned General Assembly, which shall have the same powers
and authorities as if convened by said Consulting Committee,
Manager, or Secretary, for the time being thereto empowered.
That the seventh clause of the Deed of the 10th day of
August, 1836, be varied, by enabling thirty-one or more Propri¬
etors, holding five hundred or more Shares, (instead of two
thousand or more Shares of Five pounds each, or /our-hundred
shares of Twenty-five pounds each, or eight-hundred shares of
Ten pounds each,) to call for or obtain an half yearly, extraor¬
dinary or special, or adjourned General Assembly.
That said Deed of 10th of August, 1836, be altered so as to
provide that, notwithstanding any thing therein contained, it
shall not be lawful for the Consulting Committee to make any
further call on the Proprietors, without the sanction of a general
assembly of the Proprietors, duly convened for that purpose.
That clauses 12,13, and 14, of the said deed, be altered, so as
to enable Proprietors to vote for, and be elected as. Directors,
without reference to the time at which they may have been
shareholders, and for that purpose the 13th and 14th clauses of
said Deed shall be struck out.
That when, pursuant to the 32d Section of said Deed, any
member of the Directory or Consulting Committee for the time
being, shall have been suspended from his office, it shall be
23
lawful for the Proprietors assembled at the meeting, when such
suspension shall take place forthwith to elect one or more quali¬
fied Shareholders, a member or members of the said Committee
in the place or places of the person or persons^ who may be
suspended.
That the 28th clause of the said Deed be altered, so as to give
power to an half yearly meeting, extraordinary, or special, or
adjourned General Assembly, to adjourn such meeting to a future
day, or from day to day, without giving notice of any such
adjournment, as required by the said 28th clause.
That pursuant to the Prospectus issued, and on the faith of
which the English Shareholders became members of this Com¬
pany, it shall be lawful for any British Shareholder, possessing
two hundred shares of the Company's stock, on which Tén pounds
per share shall have been paid, to sit and vote at the Board of,
and as one of the Consulting Committee.
Fifthly—That the Draft of the Bill to be introduced into Parlia¬
ment, and prepared by Mr. Mahony, be adopted by this meeting,
and the Right Honourable the Chancellor of the Exchequer,
Daniel O'Connell, Esq. M.P. James Emerson Tennant, Esq. M.P.
and Daniel Callaghan, Esq. M. P., be respectfully requested
to take charge of the same.
The foregoing resolutions having been put from the Chair, the
Chairman declared that they were carried by a majority of the
meeting. A ballot was then demanded, and agreed to, when Mr.
Pim requested, on account of ill health, permission to leave the
Chair, and that Thomas Michael Gresham, Esq. should be called
thereto.
It was, on the motion of Charles J. Knox, Esq. of Coleraine,
seconded by John Bates, Esq. of Belfast, unanimously
Resolved,
That Thomas Michael Gresham, Esq. do take the Chair,
upon which, and at the request of Mr. Jonathan Pim, he directed
the ballot to proceed upon all the Resolutions which were so
carried by a majority of voices, and for the purpose of electing a
Committee of twenty-one Members, pursuant to the resolution
moved by Mr. Bates.
24
It was duly proposed and seconded, and
Resolved,
That, Mr. Maley, Mr. Carberry, Mr. William Smith, Mr.
Hugh Halliday, Mr. William Bell, and Mr. William Knox, be
appointed Scrutineers to take the votes by ballot.
The Scrutineers afterwards reported to the meeting, that all the
Resolutions proposed by Mr. Bates orMr. Sadler, together with the
Committee of twenty-one, referred to in the foregoing Resolutions,
were carried by two thousand four hundred and fifty nine votes
given by Proprietors duly qualified, and that no votes were
tendered against such Resolutions, or the appointment of such
Committee.
Upon the motion of Charles J. Knox, Esq. seconded by Hugh
Magill, Esq. of Belfast, it was unanimously
Resolved,
That' the Report of the Scrutineers, now read, be received
and adopted, and that the following Shareholders, viz.:
1 Michael Joseph Barry, Cork,
2 James Beale, Cork,
3 William Bell, Belfast,
4 Robert Bond, Londonderry,
5 James Blair, Belfast,
6 Hugh Colldm, Enniskillen,
7 Austen Cooper Chadwick, Tipperary,
8 Isaac Comerford, Galway,
9 Hugh Halliday, Belfast,
10 William Richard Kearney, Waterford,
11 Charles J. Knox, Coleraine,
12 Charles Langley, Nenagh,
13 John Meagher, Thurles,
14 Hutchinson M'Clinch, Kinsale,
15 William Frederick M'Culloch, Omash,
' o '
16 John Norris, Omagh,
17 Joseph R. Pim, Dublin,
18 Edward Roberts, Waterford,
19 Benjamin Sadler, Jun., Belfast,
20 John Thorpe, Manchester,
21 Paul Twigg, Dublin,
25
were duly elected, as the Committee of twenty-one, to carry into
effect the foregoing resolutions, to further audit the affairs of
this Company, and that the Report of the Auditors, and other
proceedings of this Meeting be referred to them.
It was moved by Charles J. Knox, Esq. Coleraine, and seconded
by Hugh Magill, Esq. of Belfast, and unanimously
Rbsolvei},
That the thanks of this Meeting are due, and hereby given,
to Jonathan Pim, Esq. for his dignified and impartial conduct
whilst in the Chair this day.
THOMAS M. GRESHAM,
Chairman.
Mr. Gresham having left the Chair, and Hugh Magill, Esq.
of Belfast, being called thereto.
It was moved by Edward Roberts, Esq. of Waterford, and
seconded by Robert Vance, Esq. of Dublin, and
Resolved by Acclamation,
That the thanks of this Meeting are due, and hereby given, to
Thomas Michael Gresham, Esq. not only for his dignified and
impartial conduct in the Chair this day, but also for his invaluable
services to the Proprietors of thb Company.
HUGH MAGILL,
Chairman.
PROCEEDINGS
AT A MEETINa OF SHAREHOLDERS
INTBB
AGRICULTURAL AND COMMERCIAL BANK,
Ok Tuesday, 18th, Atrii., 1837.
Mr. Dwyer having engaged all the Rooms at .Morrisson's
Hotel, the Shareholders of the Bank' held a meeting pt the
Rooms, 13, Dawson-street, .on Tuesday last, for the purpose of
considering the protest published, that morning by the Lord Mayor,
Mr. Dwyer, .áud others, ágaihst the resolutions passed on Monday,
and for taking the present state of their affairs into consideration.
The room was densely crowded.
At twelve o'clock, Robert Forster, Esq., of Spring Field, near
Dungannon, was called to the chair.
Mr. Usher, of New Ross, begged to state to the meeting, that
in consequence of a communication he had had with Messrs.
Mahony and Knox, yesterday, he had waited on Mr. Dwyer for
the purpose, if possible, of making an amicable arrangement for
the investment of the property. Mr. Dwyer had on that occasion
expressed himself anxious to meet, as far as he could, consistently
with his duty to the board, the wishes of the Share¬
holders. The object in view was the safe investment of the
property, in six trustees, for the benefit of all parties. Mr. Dwyer
gave a letter to that effect, and expressed a desire to adopt the
spirit of that letter. He (Mr. Usher) had suggested that the
letter should be put in a legal form, and that then it would be
legally available for the purpose intended. Mr. Dwyer gave a
27
letter to that effect, signed by him. He then said he would be
happy to have some other Directors,, and he (Mr. Usher) suggested
Mr. Tilly; Mr. Tilly was sent for, but was not at home. He
(Mr. Usher) hoped that the object could be effected in a legal
way, so as to be beneficial to all parties (hear, hear.)
» Mr. Halliday observed, that three of the persons proposed as
trustees were of the number that had, to use a mild phrase, so
grossly mismanaged the company's affairs, perhaps done more;
that part of the question was not investigated yet. It was mere
begging the question to propose thrée persons as trustees, in whom
the Company had no confidence. For his part he would object
to any of them (hear, hear,) and to the Lord Mayor into the
bargmn.
Mr. Mahony said it was quite unimportant to him what name
was selected to fill the office of trustee; he left that to the
judgment of the meeting.
Mr. Halliday wished to know whether it would be an expensive
arrangement to make over the property to trustees; he asked for
information from Mr. Mahony, as a professional man.
Mr. Mahony said that he had been considering that subject since
last night, and the legal difficulties of such an arrangement, both
in principle and detail. He was prepared to say, that a deed for
the purpose of vesting the property in trustees must be a very
voluminous and expensive instrument, containing an assignment
of each house and real security, and a schedule of bills and
soforth, and could not be prepared without considerable expense.
But his (Mr. Mahony's) objection was to the principle. There was
a simpler course practicable, one which could not fail, unless they
rescinded the resolutions passed yesterday; those resolutions were
either legal or illegal. Mr. Warren considered them perfectly
legal; so did he (Mr. Mahony.) If they were wrong in that
opinion they had wasted the Shareholders' time, and were
conquered by Mr. Dwyer's superior abilities. If, on the contrary,
they were right, it was impossible that the Directors could
continue in office, unless the Shareholders thought fit to reinstate
them ; they were now suspended Directors (cheers.) He held in
his hand a document which had been published that morning—a
protest against the legality of the proceedings yesterday, signed
28
by the Lord Mayor and others. This looked very little like
amicable negociation. When Mr. Usher took the trouble of
communicating with Mr. Dwyer, and last night brought the
letter which had been referred to, he (Mr. Mahony) did not
anticipate that the first thing that would meet his eye this morning
would be that protest. Yesterday Mr. Dwyer promised to com¬
municate to the board the message of that gentleman. The
protest was the answer (hear, hear.) He (Mr. Mahony) had read
Reports of their preceedings yesterday in three morning papers;
and even for the time he was in the room, he could say that there
was something not accurately stated. He would make every excuse
for the gentlemen of the press, who were very badly accommodated;
but he was sure the misstatements he complained of, had not
come from their pens, but was part of a system of misrepresenta¬
tion adopted by their opponents.—He (Mr. Mahony) had the
authority of Mr. Gresham for stating, that a vast deal of the
property of the Company was wasted on newspapers and pamphlets.
It was bad enough to learn from the Report they had heard
yesterday that their property was wasting, and to hear from Mr.
Gresham that the daily expenses of the bank were £80 a-day for
managers and clerks; but he was also informed that the expenses
for newspapers were not less than £50 a-day (oh ! oh I) Was
such a waste of property to be permitted, to please any men,
however respectable ? It could not be endured by men of business
(hear,hear). It would be said that the present meeting was a mere
faction from the North of Ireland—(hear, hear, hear.) Now, they
knew that Shareholders from all parts of Ireland were present—
(hear, hear)—from Kinsale, Cork, Sligo, Waterford, Wexford,
Ballinasloe, Tipperary, Newry, Clones, Armagh, Dungannon,
and several other places; in fact, he (Mr. Mahony) believed that
there was not a branch unrepresented in that room, with the excep¬
tion of Limerick (" we have some from Limerick, too.") These
were facts, and should go farther than reports manufactured to
persuade the public that the Shareholders were' not of one
opinion. The simplest plan would effect their object. If the
supposed Directors would not any further intermeddle in their
affairs, they will be relieved from a very onerous duty; the
Shareholders would, in the remaining seven Directors, have as
29
good trustees as they desired to have, until they elected other
Directors (hear, hear)—or, suppose they were under a delusion
that the suspended Auditors did not understand their affairs, and
that they wronged these eight gentlemen, they could easily re-elect
them (laughter.) But, for the suspended Directors to presume
to fight a battle against the whole proprietary—against the
declared opinions of the Shareholders—against two of the most
numerous meetings of Proprietors, perhaps, ever held in one
place, was monstrous. Why, if he did not wish to avoid
fatiguing the meeting, instead of 2,500 which were ballotted,
they could have had three times as many voles last night (hear,
hear). It occurred to him (Mr. Mahony) as a very remarkable
fact, that when he was permitted to speak at the meeting, there was a
solid phalanx of gentlemen just below Mr. Dwyer, determined
not to hear a word but from their own friends; but, after he
(Mr. Mahony) had spoken a little while, they improved consider¬
ably, and, in a short time, but a very small remnant remained.
It appeared, by the newspaper reports, that Mr. Gresham had
intruded himself in the chair, contrary to the sense of the
meeting. In order to do that gentleman justice, for whom they
all entertained a high respect (hear, hear)—he (Mr. Mahony)
must beg to tell the meeting that Mr. Gresham was most reluctant
to take the chair, and most anxious that the Lord Mayor should
take it; he had refused the deputation, until they told him they
would consent to no other. There was no person respected the
Lord Mayor more than he (Mr. Mahony) did; all the communi¬
cations he had had with his lordship confirmed that opinion. The
deputation had declared in the presence of the Lord Mayor that
as Mr. Gresham was chairman of the former meeting, he should
continue chairman. They thought that the Lord Mayor, himself,
would consider that if any other person was appointed it would
be indirectly censuring Mr. Gresham, as it would lead to the
inference that his conduct weis not approved of by the proprietary;
notwithstanding this the Lord Mayor announced himself as
a candidate for the office. The deputation then addressed a letter
to the board, requesting to know whether they (the board) would
act on the opinion of Mr. Warren, or, if not, would they refer
the matter to Mr. Brooke or Mr. Blackburne, in order that when
30
the meeting assembled there should not be a shadow of doubt as to
the right of the board on the one hand, or the proprietary on the
other (hear, hear). The deputation claimed nothing from the
board but their rights. A written answer was sent to the appli¬
cation. It began by stating that the board waived all objection
to the non-registration of proxies, giving the Shareholders
permission, so far, to exercise their rights, as Mr. Warren stated
they possessed them (hear, hear). They then refused to admit
the remainder of Mr. Warren's opinion, or to refer the question
to arbitration, but said that those rights should remain an open
question, that was, in other words, leaving it to the sense of the
majority, which, if persevered in, would, of course, have led to
the adoption of Mr. Warren's opinion—there was then no intima¬
tion given of an intention to protest, as since has been done.
Another thing, the meeting would observe, it was stipulated that
the Shareholders should be permitted to excercise their rights by
proxy, though not registered by the board, and, to their great
astonishment, a protest was presented to the chairman, yesterday,
by Dr. Downer, of Roscrea, against the right of voting by
proxy. This protest was in the hand-writing of Mr. Dwyer
(shame, shame). Those who know the writing may desire to see
it; here it is (several voices, " I'll swear it.") He (Mr. M.)
had been represented as being rather too stern ; it was said that
his unyielding spirit in the discharge of his duty had led to their
embarrassments, and prevented amicable arrangement (no, no).
His answer to this calumny was, that from the moment Mr. Thorpe
came to him he (Mr. Mahony endeavoured to negociate, and
continued to do so to this moment. What success had those
opposed to him now ? He was justified in exercising great
caution before he advised his clients to enter into any contract.
All the contrivances resorted to yesterday, and which had created
such row and difficulty, were used for the purpose of excluding
him, until at last his friends, tired of communicating with him
from the window, and coming down stairs, had actually carried
him into the room (loud cheers).
At this moment Mr. Gresham entered the room, and was
received with great cheering.
Mr. Mahony continued—He (Mr. Mahony), however, was but
31
a very short time there when Mr. Dwyer found he would be a
convenient negociator, and accordingly opened a negociation. He
(Mr. Mahony) then complained that the proposition was not made
him the day before, as it might have been; if such were done he
could have been prepared with the opinion of Mr. Warren to give
an answer, and if possible to carry it into effect (hear, hear).
He (Mr. Mahony) thought it extremely hard to be called on then,
to abandon a set of resolutions deliberately prepared by counsel.
He, therefore, offered to adopt the resolution of the board, in
their own words, vesting the property in trustees, provided Mr.
Warren's resolutions were adopted also. He had Mr. Warren's
authority for the one course, and Mr. Dwyer's for the other, and
he concluded that if both were adopted he would be perfectly safe
(hear, hear). They could next day have had an alternative: if
they found Mr. Dwyer's resolutions were legal, they were pledged
to adopt them. The resolution was prepared in a private room
by Mr. Dwyer. He (Mr. Mahony) and Mr. Dwyer ascended the
platform together on that compact—and after he (Mr. Mahony)
had announced the compact, and referred to Mr. Dwyer as
consenting, that gentleman, when he (Mr. Mahony) proceeded
to read the first of Mr. Warren's resolutions, insisted that it
should be received as under protest (hear). He (Mr. Mahony)
said, put any protest you like, but that resolution must be passed
by the majority of the meeting, otherwise the negociation is at an
end (hear, hear). He (Mr. M.) would be no party to such an
absurdity, he would not consent to it after Mr. Pim had declared
that the Shareholders' resolution had been carried by a large
majority. This caused the negociation to break off, and now
they were charged with the grossest illegality by the protest.
Mr. Dwyer at the meeting was ready to adopt resolutions, if we
consented to his conditions, which now he described as illegal.
What next happened ? Mr. Sadler read all the resolutions to save
time, and they were declared carried. What was then done ?
Mr. Dwyer demanded a ballot, and he (Mr. Mahony) advised
that the ballot should be proceeded with directly ; but then what
happened ? He (Mr. Mahony) was authorised by Mr. Duifield,
of Belfast, in making this statement—Mr. Dwyer, supposing
that Mr. Duifield was one of his friends, came up to him and
32
said " don't let them go to the ballot on any account" (laughter).
That which Mr. Dwyer had demanded most loudly a minute before
as his legal right, he goes to his friend and cautions him against it
«on any account" (oh, oh). Well, the scrutineers went into the
next room and seated themselves at the table, and, under his (Mr.
Mahony's) advice, demanded the books; these books had been
in the room a minute before they were refused (hear, hear).
Mr. Saunders said he had no controul, but Mr. Hughes, the
Secretary, was beside him, he whose province it was to take care of
the books, he soon disappeared (a voice, "with them"). That was
not the only part of the scene, the ballotting box had been before
the scrutineers, it was seized and forced from them in the presence
of Mr. Saunders. (A gentleman here observed that it was Mr.
Smith who took it.) He (Mr. Mahony) would now go on to show
them that they had a great deal to complain of. He could assure
them he spoke thus, not merely for their information, but for
their defence—he wished the true state of the case to go to the world
(hear, hear). It then became the tactics of their opponents to
retire; he (Mr. Mahony) wished they had not assembled at the
Shareholders' expense, for he understood the majority of Mr.
Dwyer's friends were brought up to attend the meeting yesterday
at the expense of the company—they were at all events marshalled
and taken care of by an ex-manager (hear, hear), and prevented
hearing the opinions of their brother Shareholders. One
gentleman who was desirous of conferring with them, Mr.
Comerford, of Galway, went to Homes' Hotel to his brother
Shareholders; he got into conversation with them, but it was
soon heralded that there was a dangerous adviser below stairs
(oh, oh); accordingly, the gentleman under whose special protec¬
tion the convoy came, invited Mr. Comerford up stairs to discuss
the question; it was soon seen that Mr. Comerford's notions were
not convenient, and it was then intimated to that gentleman, that
his absence would be more agreeable than his company (laughter).
At the meeting none were admitted until the Directors so willed
it, and to make certainty doubly sure, the keys of the rooms
were taken away on Sunday evening—Mr. Morrisson vias not in
possession of his own house. Afterwards, when it became late,
and the scrutineers wanted lights, (there were gas-lamps in
S3
abundance in the room,) liglUs were demanded; Mr. Morrisson
was sent for; he was not to be found; the servants were asked,
but there were no gas lights. (A gentlemen here observed that
the Lord Mayor had broken one of the lustres clinging to it.)
They then had to provide for themselves, and their friend Mr.
Forster soon found a remedy; he bought a bundle of candles and
some soap; he then stuck the candles in the soap, and thus
provided some splendid chandeliers (great cheering, and laughter.)
A gentleman here stated that he went to the Lord Mayor, who
was at the head of the stairs, and told him lights were wanting,
that Mr. Morrisson would not give any, and that if his lordship
did not see after it there might be dangerous consequences, as
there were friends of the board from Limerick with bludgeons in
the room. The gentlemen further stated that his lordship took
no notice of this application, but walked up stairs, leaving them
in the dark (shame.)
Mr. Mahony continued—He was now just going to close, by
stating that there was no necessity whatever for any further
struggle between them and the Directors; if the eight gentlemen
who were suspended would not have the good sense not to inter¬
meddle in their affairs further, any litigation that ensued would
be the consequence of their intermeddling: if they ceased, the
Shareholders would want no trustees, no act of parliament; they
would not want him—" Othello's occupation would be gone"—
they would no further be troubled with that terrible bugaboo. Pierce
Mahony (hear, and cheers.) But if on the contrary they did
intermeddle, it became his duty, if they still honoured him with
their confidence, to tell them what should be done. He (Mr.
Mahony) had all along asserted, and he would appeal to Mr.
Gresham if such was not the fact, before the negociation
came to a close, that the use made of the meeting of the
20th March by the board would be this : that if it agreed with
the notions of the Directors and Mr. Dwyer, they would be all
white-headed boys, and clapped on the back; but if they
disagreed, they would then be a very tumultuous, very illegal body,
and the board and Mr. Dwyer would refuse to submit to their
decision (hear, hear). Such had turned out to be the fact.
1 hat which was offered yesterday was declared illegal to-day. He
34
(Mr. Mahony) must confess that he had always his misgivings—a
legal right did not always mean an easy remedy (hear, hear); and
besides they would be fought with their own money. There were
two courses left for the Shareholders—if the suspended Directors
continued to intermeddle, one course was the Court of Chancery.
He (Mr. Mahony) confessed that this was a machine which would
be very difficult to wield—four thousand proprietors in a bill to go
on the file was no joke-^it would take fifty-one yards of parchment,
of which the names would make two-thirds. The other course
was to endeavour to supply the defect in the law (hear, hear.)
The law, as it stood, intended that such a body as the Agricultural
Bank should be sued through its public officer; but the law was
defective, though he confessed he had a considerable share in
preparing that act himself; it failed in providing a remedy for
their case—but it was not possible that the legislature would
permit such an evil, as that a body of four thousand persons
should become proprietors of an establishment, and have no easy
means of controlling its mismanagement.. He (Mr. M.) did not
hesitate to pledge himself that the legislature would give a remedy
—it would not be justice if they refused (hear, hear). If the
Directors persevered, the Shareholders should petition parliament
at once (hear). With regard to the expense, no person had
received more abuse about expense than he had. One gentleman
said, that the expense of a bill in chancery would be £399,000.,
and that that would only get a receiver; and then he (Mr. M.)
was to stop when he had wasted all the property of the proprietors ;
like the lawyer and his friends he was to eat the oyster and give them
the shells (laughter). It was also stated that, by the late legal
step, he (Mr. M.) had pocketed £5,000, and that subpoenas had
cost £1,000. Now, what was the fact?—his bill was £281, and
and the subpoenas cost 40s. 8d. (hear, hear), which he had not
got yet. Now, when he contemplated the expense of yesterday's
meeting, and of that of the 20th, the money paid for travelling
—when he added to that the value of their time and the injury
to their pursuits, the result was that the expense of such a meeting
would cover the whole expense of even a contested act of parlia¬
ment. He would not be deterred one moment, by any abuse or
insinuation, from coming forward, and giving his advice to his
33
clients. They would judge whether it was the advice of a safe
and prudent solicitor; they best knew whether they could confide
in his discretion and honesty. His duty was not to come to
conclusions—that was their business; his duty was to tell them
what remedy the constitution of their country provided for their
present situation (bear, hear). He now told them that the court
of law would fail, and that the court of parliament was the only
one that remained to them (hear, hear); if they proceeded to
this extremity, the blame would rest on the board. He (Mr. M.)
would now assert, without fear of contradiction, that if they, the
suspended Directors, would cease to intermeddle, the whole
affairs could be satisfactorily closed. The assets would be collected
—there need be no more pamphlets—no newspapers teeming with
Peirce Mahony's expenses—the public would be saved from the
disgust of witnessing this silly, frivolous contest, conducted against
him and his clients. If any test were wanting of the mismanage¬
ment of the board, it could be found in the newspapers of last
month (hear, hear). It was no excuse for such conduct that men wish
to sit at a board from which the voice of the Shareholders had
removed them. It was no excuse that they had a deed contrary to
common sense, giving the Shareholders rights without the power
of enforcing them. For any defects in the sections of that deed,
the responsibility rested on Mr. Dwyer; he had boasted that he
had prepared the deed, and that he would take no fee for it.
Now the very worst client ever a man had was himself, and the
very worst counsel was an unpaid lawyer (hear, and laughter). If
the deed had been sent in the usual manner to a responsible lawyer,
he would have prepared it with all the coolness and legal research
of a feed, not a voluntary lawyer (hear, hear); and he (Mr.
Mahony) would state it from long experience, that no deed for
anyjointstock company existed—noactof parliament, incorporating
any company—had the defects of that deed. It provides that
thirty-one proprietors, holding 1000 shares, might sign a requisition
to the board to call a meeting, and it did not go on to say that if
the board refuses to comply, that the shareholders, could call one
themselves (hear, hear.) That was the cause of the present
embarrassment. They would have met and decided the question
long since if that power existed. The shareholders had signed
D
V
36
five requisitions demanding a meeting. Those he (Mr. Mahony)
transmitted to the board, but he could not get an answer to any
one of them. If the power existed under the deed, he
(Mr. Mahony) could have got a requisition from thirty-one
shareholders; but that power did not dwell in their body, and
part of the resolutions of yesterday went to supply the defect.
The former requititions were most numerously signed and adopted
by the proprietary on the 20th March, and sent by him
(Mr. Mahony) next day, and the board were requested to embody
them in their resolutions, which they refused, although it was the
expressed wish of the proprietary. Mr. Gresham, with that good
faith and high honour he has always displayed, agreed to them,
as far as his authority went, and they were published in his name;
Mr. Emerson did the same; all the rest refused: but he
(Mr. Mahony) must qualify the refusals as given to him:
Mr. Kelly said he never acted; Dr. M'Adam said he never had
served on the board, nor never would; Mr. Pirn said he was
elected without his consent, that he never attended the board, but
was ready to do every thing in his power for the general interests
of the shareholders; from the Lord Mayor, Messrs. Dwyer,
Saunders, P. Jones, Chambers, Palmer, Taylor, and Tilly, he
had received written refusals, and from Alderman Watson he had
received no answer. He (Mr. Mahony) had detained them a
most unreasonable time; he did not know that he had any thing
further to say; but he wished it to go forth as the unanimous
sentiments of the shareholders, and he hoped the public press
would record it, that if those gentlemen who were suspended
yesterday would act in accordance with the wishes of the meeting
there need be no further trouble. There was one thing he had
almost forgotten; they knew that the Lord Mayor was a candidate
for the chair; the deputation which waited on him wished to know
whether, if elected, he would allow them to propose the
resolutions dictated by Mr. Warren? His answer was, that he
would use his best discretion. He was then told that the
shareholders had determined on having Mr. Gresham; that they
felt no personal disrespect to his Lordship, but that having been
a member of the board during the time of which the auditors'
report treated, they thought it unreasonable that he should be a
37
judge in his own cause, and that they selected Mr. Gresham
because he was not responsible for the conduct reported on by
the auditors (hear); that Mr. Gresham had perfectly satisfied
them on a former occasion, and that it was only just to continue
him (hear.) On that occasion the Lord Mayor showed the
deputation a letter containing his resignation as a director, and
made a declaration that he would not bold office a moment longer
than he preserved the confidence of the proprietary. After that
he (Mr. Mahony) thought he had a right to complain of the
protests headed William Hodges, Lord Mayor—(cries of
"shocking in a chief magistrate.")—Mr. Mahony concluded amidst
loud and general cheering.
Mr. M'Gill, in allusion to the resolutions proposed by Mr.
Dwyer on Monday, observed, that he had only read them at the
request of the meeting, and had then left them to the discretion
of that gentleman.
Mr. Forster said he would detain the meeting but a very short
time. He merely wished to show the meeting how Mr. Dwyer
had conducted himself when he came to Belfast to pour out the
vial of his wrath against the Provincial Bank, as being the cause
of all their misfortunes. At this time the northerns were not the
wicked people they are now, for Mr. Dwyer said he considered
Belfast " the right arm of the bank." He (Mr. F.) asked him
would he then call on the Belfast people for the third instalment.
His answer was, " I am bound in honour not to call on you—but
don't say a word about it—don't raise any alarm : the people of
the south and the English are paying up the third Instalment."
At this visit Mr. Dwyer brought Mr. Gresham with him, by way
of an introduction. This was the only wise thing he did. But
his very good was evil, for he tried, under cover of Mr. Gresham's
high character, to deceive them. Mr. Gresham told him that he
was making a promise he could not perform ; that he knew it was
illegal to call on one party for an instalment and not another—
he should call on all or none. Look at that picture, and then
on this. There was a man, Mr. Gresham, whose word would
pass current through the world—and he (Mr. Forster) would say
that a banker's word should be cautiously weighed, and when
uttered should be the coinage of a sterling heart (Ivear, hear).
38
Compare this with the conduct of Mr. Dwyer. Me would ask
the admirers of that gentleman could they discover aught of the
banker in him ? Why, they might as well look for the bright
genius of the immortal Shakspeare in the ridiculous blundering
of a Mrs. Malaprop—(hear, and cheers). He would apply the
word blundering, because he could not think for a moment that
Mr. Dwyer seriously meant what he said on that occasion. Two
circumstances connected with that gentleman's word on the occa¬
sion referred to, made him think this—in the first place, if he
had meant it seriously it would he a gross insult to his hearers to
suppose that they would be capable of becoming a party to such
a vile trick and fraud on those of whom he was speaking—(hear,
hear). It was calling on one party to pay up, and keeping the
other quiet while he filched from the pockets of their neighbours.
This was a specimen of Mr. Dwyer—(hear, hear). He thought
it would be well if it was understood in all parts of Ireland. He
would recount to them a conversation he once had with that cele¬
brated individual, Mr. O'Connell. He (Mr. F.) once had the
honour of an interview witli that gentleman—he went to solicit
his support for their bill in parliament. Mr. O'Connell then said
—" gentlemen, you may calculate on me, you ask but for justice—
(hear, and cheers). You have a fraudulent deed executed to the
letter." He (Mr. F.) never sat in company with a pleasanter
fellow. He did not know whether it was right to repeat a familiar
conversation, but Mr. O'Connell's account of Mr. Dwyer on that
occasion, put hiiu very much in mind of the story of the author
who brought his comedy to Garrick. Garrick read the play, and
told him he had better try tragedy, as comedy was not his fort.
The author soon returned with a tragedy, but with no better
success—tragedy was not his forte either. This was the case with
Mr. Dwyer; he was first an attorney, that was not his forte—
then he became Secretary to the Hibernian Bank, that was not
his forte—after that he tried brewing in Mr. O'Connell's own
brewery, but that was not his forte either, as Mr. O'Connell
declared that if he stuck to it he would have broken the concern,
as the beer he brewed was not fit to be drunk; from this he tried
his hand as Director of the Royal Bank, Secretary to a Mining
Company, Proprietor of a Newspaper, none of these callings
39
formed his, forte—then he became á lawyer, that certainly was
not his forte—(laughter)—and at last he settles himself down as
the supreme Director, the Alpha and Omega and Caleb Quotem
of the Agricultural and Commercial Bank, and he (Mr. F.) was
quite sure that the meeting would agree with him that recent
circumstances had proved that that was not his forte, no more
than the rest—(loud laughter). He would not detain the meeting
much lotiger: he wished to notice one point in Mr. Dwyer's
defence. In it he stated that the Consulting Committee were not
responsible for mismanagement. Now, was there ever such a
miserable clap'trap, to say that the men who took their property
were not responsible. He was perfectly aware of all the bigotry
which this Consulting Committee had raised against the Belfast
Shareholders: they did every thing to prevent their warning
being attended to. It was dreadful to think of the irregularity
of this Committee, such as writing three letters the same post to
the same place, on the same subject. How did they act with
Mr. Dundas, a man who, if he had remained in the bank, it
would have been well for the Shareholders ?—(hear, hear). They
wrote three times to suspend that gentleman, but the Shareholders
stood by him. They had also arrayed' the south against the
north—(no, no). Now, what were the facts of the case with
respect to Belfast ? In one week the bauk got £65,000, at a
time, too, when the capital of the town was monopolized by
another bank, which had taken £250,000 of good bills, every
one of which were afterwards paid—(hear, hear). Such were
the people who were in such bad odour with the Dublin Com¬
mittee—people who stood forward at a time when the Managers
of the National Bank said that nothing could save the Agricul¬
tural. These were the men who were taunted with wishing to
monopolise the capital of the bank. On the other side of the
country: look at Kilkenny, which is a small branch, with its
£23,000 in bills, and contrast that with the north—(hear). He
(Mr. F.) would not detain them any longer; he had spoken
merely for the purpose of giving them a specimen of Mr. Dwyer.
Some gentleman asked a question relative to the powers of the
Committee of twenty-one.
40
Mr. Mahony said that with respect to the Committee of twenty-
one, it was advisable that they should hold a meeting, and then
he would advise them to the best of his ability, as to the course
they should adopt. Their powers extended to the investigation
of the entire affairs of the bank; no one matter could be fairly
or properly excluded from their knowledge. Having made that
full inquiry, and a statement of the value of the assets to the
best of their ability, he would then recomminend them to have a
conference with the Shareholders—and then to frame a Report to
this simple effect, whether or not there was sufficient evidence
that one-fourth of the capital was lost; if so, they knew quite
sufficient, they need not go be}'ond that; let them first arm
themselves with this evidence, and then make the report to the
proprietary at large. The result of this would be nothing more
than what Mr. Dwyer proposed. The dissentients could then
retire, and those who desired to remain would have power to do
so. The Committee would state the proportion to which each
Shareholder was entitled, and those who remained would be
bound to pay that to the dissentients. He would now read the
present condition of the Board. The suspended members were
eight—^Messrs. Dwyer, Saunders, Jones, Palmer, Taylor, M'Adam,
Watson, and Chambers. Those retained were—Messrs. Gresham,
Tilly, Hodges, Pirn, Walker, Kelly, and Emerson. He pre¬
sumed that the first act of the seven Directors now invested with
authority would be to consider the present prospects of the bank,
and to reduce the expenses to the lowest possible limits. That
duty devolved on them, not on the Committee of 21. It was
necessary that they should commence immediately, so that some
practical result should be the consequence of this Meeting.
Mr. Sadler proposed that each Shareholder present should put
down his name and residence and the number of shares he held.
Mr. Mahony said it was quite necessary, as otherwise it might
be represented as a mere fractional meeting, particularly as they
had not met under the deed of settlement.
Mr. Bates wished to state a few facts with respect to the course
of conduct which had been adopted, for the purpose of dividing
the Shareholders. The Committee had endeavoured to impress
the Southerns with an opinion that the Northerns were anxious
41
for lawy and that they had iome feeling opposed to the rest of
their countrymen ; this was not true (hear). The same course was
pursued yesterday. Mr. Dwyer, in his defence, blamed every body;
he blamed the National Bank—that influential individual, Mr.
O'Connell—the country managers—but no blame at all for the
Directors. He(Mr. B.) thought itwasno more than an act of justice
to the shareholders of the North, that their Southern brethren should
be made to understand the line of conduct they had pursued—
The Belfast Shareholders joined the Bank in April, 1836; the
Bank suspended payment in the November following. The
Belfast people adopted no violent proceedings in consequence.—
A deputation came to them-r—they entered into resolutions that
they would support the bank. These were entered into the 19tli
of November, under a promise of improved management—^limited
discounts—>and many other changes. And what was the first
symptom of amendment? Why, an attempt to make the thir<j
call, signed by Mr. Hughes, the secretary—this was the 80th of
December: the call was for the 17th of January. The Share¬
holders saw it was then time to look lo themselves. Mr. Dwyer
had previously pledged himself not to demand the third call;
they did not like to entrust any additional capital, in fact, £30,000,
into the hands of those persons, and they therefore entered into a
resolution that it was desirable a meeting of the Shareholders
should be convened (hear.) On the 14th November the Bank
stopped payment; on the 19th, the Belfast Shareholders met to
express their desire to support the establishment, and resolutions
were entered into to that effect; but a new system commenced
next month ; on the 30th of December a peremptory call was
made on the Shareholders in general to pay up the third instal¬
ment—that is to say, that they were to entrust £30,000 more into
the hands which had allowed the stop to take place; a circumstance
which, by proper management, could have been prevented. On
the 9th of January they met to take those things into consideration,
and they resolved, not on entering into law proceedings, but on
appealing to the Directors respectfully, to call together all the
Shareholders of the Bank, to consider the circumstances of the
Bank, and the occurrence which had taken place subsequent to
42
the last half-yearly meeting. Resolutions were prepared, dated
the 13th of January, and presented on the 16th to the Board in
Dublin, which was the day before they were called on for the third
instalment—the application was refused; on the legality of the
third call they had taken the opinion of Sir John Campbell, (the
Attorney General of England,) who declared it was illegal; the
Board were informed of this opinion, and it was their duty, as
managers of a great national establishment, to take the opinion
of some other eminent counsel, to settle these disputes; the
Shareholders had never heard of any such opinion being taken,
none was laid before them; the legality of the call rested on
the simple assertion of the Board; the only opinion they had
was that of Mr. Dwyer. He (Mr. Bates,) did assert that
Mr. Dwyer must have known that this call was illegal, and that,
therefore, he was attempting, knowingly, to enforce an illegal call,
(hear, hear.) It was that attempt which led to the dispute. The
Shareholders had the opinion of Mr. Pennefather, as well as Sir
J. Campbell's; it was to the same effect. They did not stop here
—there was a clause in the deed of settlement, one of the few
good clauses in it, the 160th, in which, in the event of any dispute
amongst the proprietors, it was to be referred to three barristers,
one named by each party, and those to name an umpire. Under
the provisions of that clause, Mr. Arbuthnot Emerson, a Bank
Director, and himself one of the Consulting Committee
addressed the following note to the Committee, on the 8th of
February:—
To the Consulting Committee of the Agricultural and Com¬
mercial Bank.
" Gentlehek—As a difference of opinion exists between the Consulting
Committee, and some of the Shareholders, relative to the legality of the call
made by the Committee, for the payment of the third instalment by the
Shareholders, 1, as a Shareholder, demand that this difference be referred to
the decision of three barristers, agreeably to the 160th clause of the deed of
settlement.*—I am, &c., your obedient servant,
" Akbutunot Emerson."
" Gresham's Hotel, 8th February, 1837."
Now, this was a reasonable proposition which any man could
understand; all Mr. Dwyer's ingenuity could not deceive the
45
public, with respect to this. What was the reply to it; he would i
read it:—
" Agricultural and Commercial Bank of Ireland,
63, Fleet-street, Dublin, 9tb Feb. 1837.
" Arbuthnot Emerson, Esq.
" Deak Sie—I am directed by the Board, in reply to your favor of this
day, requesting an arbitration as to tbe legality of the third call, to state, that,
in their opinion, no question remains for arbitration. The Board are per¬
fectly satisfied of the legality of the call made, which was sanctioned and
directed by the general meeting, at which you were present, and which it is
the duty of the Board to obey.
" That call has been responded to, and approved of, by numerous meetings
of Shareholders, held at their own volition, since the suspension of exchanges
on the 14th November last, until their resumption on the 23d January last.
" The Board have every wish to do all in their power for the interests of
the Shareholders, and to meet every just and reasonable requisition.—.1 am.
Sir, your most obedient servant,
" yViihiAM Hugbbs, Secretary.
Here was a refusal to arbitrate, and these were the men who ac¬
cused the Northern Shareholders of preferring litigation to
amicable arrangement (hear, hear.) It was stated that the third
call would have been brought under consideration yesterday—this
was not done, and up to this moment they have not produced any
person in favour of it (hear, hear.) The opinions of Messrs.
Blackburne and Brooke were, that the third call was illegal.—
What did they do ? The 3d of February they issued a circular,
telling them their shares would be forfeited. On the 14th of
February the Shareholders had another meeting in Belfast—they
then published the Counsel's opinion all over Ireland, and he
would say, that it was by this decided step of the Belfast Shareholders
the Proprietors were saved from the necessity of paying up the
third call (hear, hear.) The Directors dare not enforce it.—
Notwithstanding all their provocation, the Belfast Shareholders
had not, up to this moment, resorted to any legal proceedings;
they were still contending, through the legitimate channel, for the
assertion of their rights. They had been charged with an attempt
to degrade the Lord Mayor. He (Mr. Bates) had a high respect
for the oflSce—it was not they, it was Alderman Hodges who had
degraded the office (hear, hear.) From the moment that gentle¬
man had even a prospect of being Lord Mayor, to the present.
44
th« office bad been used by ibe Bank for purposes of delusion.
His name was sent round tbe country with Lord Mayor tacked to
it; in pursuance of this system of puffing, and when tbey saw bim
thus put forward, tbey recognised bim only as a Shareholder of
tbe Agricultural Bank. Every circular, every document issued
from that time up to tbe present, bad bis name attached to it, as
if bis official dignity had any thing to do with bis situation as a
Director of tbe Agricultural Bank. Even in tbe protest pub¬
lished that day, be bad asserted, as Lord Mayor, that it was
beyond tbe power of tbe meeting to consider their resolutions.-.—,
This was but a legal quibble, that nothing could be considered—
except what was speciBed in tbe advertisement. Now, here was
tbe position of tbe Shareholders, when tbey asked the Board to
convene a meeting, tbey refused any but tbe half-yearly meeting;
this could be held any month the Board wished; tbey convened
this for a specific object, with a view to tbe abridgment of the
Shareholders' privileges ; but those meetings bad a right to take
every subject into consideration. They bad a good precedent for
this—no less a person than tbe Lord Mayor. At the meeting of
tbe 18th April, 1836, convened for tbe purpose of receiving a
dividend, and tbe report of tbe Directors, what did tbey do ?—
(bear.) After tbe report was read and received, their fourth
resolution regulates and makes alteration, with respect to the right
of voting by proxy. This was not one of the objects for which
tbe meeting was called—-tbey then went to alter a clause in the
old deed of tbe company—tbey took on tbera at that meeting to -
pass resolutions, that Proprietors holding the requisite number of
Shares should be eligible as Directors—>their 7tb made new laws
—.the 8th was valuable—it ordained that jfil,000 should be
placed at the disposal of the Committee for their very valuable
services—all these things formed no part of the business of tbe
meeting (bear, bear.) He had now given one precedent for their
proceedings yesterday ; and in opposition to the Lord Mayor's
protest, be would give them another from the same source: at a
half-yearly meeting, convened expressly for the purpose of receiving
the report of the Consulting Committee, and considering a
dividend, what did they do? At that meeting they passed
resolutions contrary to the laws—they made the third call (hear),
45
although no call could justly be made, unless at a meeting spe-
cially convened for the purpose; and after all this—after taking at
different meetings such a variety of subjects, lawful and unlawful,
into consideration, which were not specified in this notice.-^
My Lord Mayor—-that all-powerful man, comes forward with
his protest against the Shareholders' right to take any other
subject into consideration but those mentioned in the notice.
Now he (Mr, Bates) thought, that in common decency, from the
part he had in the affairs of the board, the Lord Mayor should
not have been anxious for the chair. He did think, that in the
high and proud situation his lordship occupied, his object should
have been to keep his important office apart from his situation as
shareholder and director in the Agricultural Bank, It was known,
and should be remembered, that he had relatives receiving salaries
from the bank. If the Lord Mayor attended the meeting at all,
he should have been there as a director, to answer for the conduct
of the Board (hear, hear.) The shareholders were not to know
him as Lord Mayor, but as a Shareholder, and he (Mr. B.) felt
himself justified in stating that no Shareholder had attempted to
degrade the office of Lord Mayor—it was Alderman Hodges who
had done it. The first riot that had occurred yesterday was with
respect to the chairman: he regretted deeply that he was under
the necessity to allude to what had been stated on the subject;
but it was a matter of vast importance that the public should have
a true account of what did occur at the proceedings of the
Shareholders of the Agricultural Bank; it was a matter in which
the country was deeply interested; public opinion was always
valuable, but could only be truly ascertained by placing the facts
clearly before them. In this case the facts had not been placed
before the public; he regretted to state, that the accounts which
appeared were so contradictory, that the public could give np
faith to them. With regard to the selection of the chairman,
Mr. Johnson Smith moved that Mr. Qresham should take the
chair; this was seconded by Dr. Langley. An amendment wtis
moved by a Mr. Jordan—a very active man indeed; but he
(Mr. B.) was sure he did not hold a thousand shares (a laugh.)—«■
Now the proper course would have been to have put that
amendment to the meeting, but instead of that the Lord Mayor
46
was carried on the shoulders of his supporters to the chair. There
were some managers amongst those who put the Lord Mayor
forward; the Lord Mayor did not resist this, he was a consenting
party to it. In the midst of the uproar and confusion he
(Mr. Bates) went to the Lord Mayor, and stated that his Lordship
had not been voted to the chair, and he called for a division» He
(Mr. Bates) stated to his lordship from his own knowledge, that
his friends even so far from refusing a division, that they procured
a rope, extended it along the room, and the division did take
place. It was stated in the morning papers that Mr. Dwyer
moved the adoption of the report, and that Mr. Macklin seconded
it; this was a mistake—another paper asserted that Mr. Dwyer
moved that the report be printed; this was also an error. The
report was a great public document; the auditors were arbitrators
not accusers, and although Mr. Dwyer was permitted to defend
himself, it was merely as a matter of favour. Mr. Dwyer was
heard with great patience, by men who were losing a large portion
of their property, for near two hours. And when the Shareholders
wished to speak, men who were not shareholders, but managers,
living on the property of the company, prevented them. This
led to another scene of confusion—it appeared that the object of
the Directors was that no business should be done. He would
state a few facts to show that such was their object. The chairman
of the auditors had been called on to explain various subjects
alluded to in Mr. Dwyer's defence, and that gentleman interrupted
them with his famous resolution about the six trustees. The
business of the meeting was to consider the report, and Mr.
Dwyer put this proposition into the hands of Mr. M'Gill for
the purpose of directing the attention of the meeting from his
misconduct (hear hear.) Suppose they had adopted the proposition,
the next day they cohld be told, as in the Lord Mayor's protest,
that it was not legal, because not one of the objects for which the
meeting was convened. They met to deliberate on the affairs of
the Bank; these resolutions are proposed—the Shareholders
agree to them, and return home, and if they afterwards called on
the Directors to perform the stipulations, they could be told the
resolution was illegal (hear, hear). Another thing, the board
had not means to pay the dissentients—they had not power to
47
protect them from liability for three years. Suppose their shares
were transferred to-morrow, they would still be liable, and not
even the Lord Mayor would be able to protect them; the resolu¬
tion was merely calculated to deceive, and should be so understood
(hear, hear). Mr. Bates here complained of some omissions in
the morning papers, but begged to state that he felt the highest
respect and esteem for the gentlemen of the press, and he was
bound in justice to them to state that the confusion was so great,
and the accommodation so bad, that any thing like accuracy was
out of the question (hear, hear, hear).
Mr. Norris, of Omagh, stated, that at the meeting yesterday, he
had taken a memorandum of the different items reported deficient,
and which were undisputed by Mr. Dwyer, or if disputed, disputed
without any foundation; by these items he found the loss,,
independent of the amount supposed, to be upwards of £160,000;.
he thought this loss was much under the actual facts (hear,
hear).
Dr. Scott, of Belfast, thought it necessary, after the fallacies
which had been published concerning him, to occupy their atten¬
tion for a few moments. It was but an act of justice to himself
that the public should be set right, though indeed the falsehood of
the report was so gross and palpable that he did not think common
sense was so scarce as that any individual could have swallowed it
(hear, hear.) The falsehood complained of was in a report of
what took place at a meeting of Shareholders at Radley's hotel,
which report went far to justify what had been said by Mr.
Mahony, that a great portion of the Shareholders' funds went for
the traducing of their characters (hear, hear). Before he alluded
further to that report, he would justify himself for the line of
conduct he had adopted, in conjunction with the rest of the Belfast
Shareholders. Dr. Scott proceeded to state, that the first thing
which led him to doubt Mr. Dwyer was his producing resolutions
at the Belfast meeting, condemnatory of the Provincial Bank.—
These resolutions had not a scintilla of evidence to support them*
He (Dr. Scott) considered that that institution had benefited the
country (hear, hear). When the Belfast Shareholders refused to.
adopt these resolutions, Mr. Dwyer threatened he would resign.
He (Dr. Scott) wished he had done so (hear, hear). Dr. Scott
48
then read an extract from a Report of the meeting at Radley's,
in tvhich Mr. Ball was made to say, that " the dissentients had
received an awful warning; that they had brought a Doctor with
them, who roared and bellowed like the rest at the meeting of
the 20th, and that he died in a few days." The Doctor alluded
to was himself; he was thankful to God that this Report was
false (hear, hear).—Such reports were equally injurious as
unfounded. Every one knew that any confusion which occurred
at that meeting was caused by the attempts of the Directors and
their friends to exclude Mr. Mahony (hear, hear).
Mr. Barry, of Cork, said, that as he came from the extreme south,
he thought it necessary to say a few words (hear, hear). Although
he had the highest respect for the Belfast gentlemen, he thought
that the public should know that the meeting was not composed
exclusively of Belfast people. An outcry had been raised against the
Northerns for insidious purposes; for it had been most industri¬
ously circulated in the south, he supposed by the Consulting
Committee, that the Northerns wanted nothing but to get the
Bank into their own hands, seeing the good of banking—(hear,
hear). He could state that the Southern Shareholders, every
one of whom he knew, were (with the exception of those who
held office under the Bank) in favour of the course pursued by
the Northern Shareholders—(hear, hear). On the 9th of Feb¬
ruary tbe Cork Shareholders held an open meeting, and expressed
their opinion as to the impropriety of enforcing the payment of
another instalment. He (Mr. B.) sent a newspaper, containing
a report of this meeting, to the Board in Dublin, as also a letter
from himself, in which he suggested the propriety of calling a
general meeting, and having an audit of the company's affairs,
as without that it was monstrous to think of enforcing the
third instalment—(hear, hear). He (Mr. Barry) had another
reason for troubling tíiem. He was born in Cork, and had lived
there for fifty years, twenty-five of which were spent in business,
and during that time no man ever had lost, or ever should lose by
him; to him character was dearer than life—(hear, hear). They
saw the way in which he was sought to be aspersed yesterday, by
a man with whom he had previously lived on terms of the strictest
friendship, He supposed this gentleman did not know he was at
49
the meeting, as when he saw him he could not persevere in his
false assertions—assertions which that person knew to be false—
(hear, hear). Mr. Barry then proceeded to an explanation of
the transactions between the Directors and himself, in the
capacity of manager of the Cork branch, out of which the charge
of deficiency of £1,800 had grown, fully accounting for the dis¬
posal of that sum. He also read a letter from his successor to
him, highly eulogistic of his (Mr. Barry's) conduct while manager,
and another to the same purpose, from Mr. Dwyer. He would
not have troubled the meeting with his affairs, but from an anxiety
to retain their good opinion; and he could assure them that every
independent Shareholder in the South approved of the conduct
of the Northern Shareholders—(hear, hear).
Mr. Rogers wished to state a fact which came under his own
observation yesterday. At the time Mr. Pirn was leaving the
chair, he (Mr. R.) heard a Limerick manager say, that he was
very anxious to break up the ballotting box. He (Mr. R.) fol¬
lowed him, and heard him repeat it to Mr. Dwyer: that gentle¬
man's answer was, *' get it out of the way at all events." He
had stated this at the meeting, and Mr. Morgan, the Limerick
manager, had attempted to put him down, but he persisted in
his assertion, and told Mr. M. that he was ready to uphold his
words in any measure he liked—(hear, hear).
Mr. Stewart said, that the most outrageous individual at the
late meeting, was a Mr. Smith, fVom York. He (Mr. S.) thought
that Mr. Smith must have been a Northern, from his Conduct—
(a laugh). Thb gentleman had been sent Over by the York
Shareholders who had not paid the second intsalment, to examine
the affairs of the bank. He (Mr. S.) believed that the thirty or
forty pounds this gentleman got from the Directors, for travelling
expenses, had added considerably to his zeal on that occasion—
(hear, hear).
The following resolutions were passed, after which the meeting
separated.
RESOLUTIONS
tassed at a meeting of the shareholdeus
OP THE
AGRICULTURAL AND COMMERCIAL BANK
OF IRELAND,
WHICH TOOR PLACE
AT 13, DAWSON-STREET, ON THE Ifrrn DAY OF APRIL, 1837.
Robert Forstbr, Esq. of Spring Field, near Dungannon, in
the Chair.
It was moved by John Mansergh, of Tipperary, Esq. and
seconded by Mr. Alderman Carew, of Waterford, and unanimously
Resolved,
That we are determined by every means in our power to assert
our rights, and enforce the resolutions passed at the half-yearly
General Meeting of Proprietors, held at Morrison's Great Rooms,
yesterday, and we hereby call upon the remaining Directors of
our Board, namely. The Right Honorable The Lord Mayor,
Thomas Michael Gresham^ Arbuthnot Emerson, William Tilly,
Jonathan Pim, Andrew Walker, and Patrick Kelly, Esqrs., to
carry same into effect by every legal means, and if necessary, by
an appeal to Parliament, and we caution all Inspectors, Managers,
■and other persons, from dealing in the shares of this Company,
or otherwise with, or acting under the authority of any of the
following Gentlemen, who were then suspended from their office
of Directors of this Bank, viz. James Dwyer, A. L. Saunders,
Philip Jones, J. A. Palmer, Despard Taylor, D. H. M'Adam,
Henry Watson, and John Chambers.
It was, on the motion of Mr. John Crosswell, of Londonderry,
and seconded by Mr. Thomas Macklin, of Loughrea.
Resolved,
That, it is the express wish of this Meeting, that our remaining
Board of Directors, do forthwith proceed to reduce the expenses
of this establishment to the lovsest amount, consistent with the
safety of our property.
5i
It was then resolved, that the following Gentlemen, namely,
Robert Bond, Isaac Comerford, John Mansergh, John Kelly,
C. Langley, Thomas Kiiiley, Benjamin Sadler, Jun. Charles
J. Knox, and Thomas Carew, Esqrs. do form a deputation, to
deliver to the Consulting Committee, a copy of the following
document.
" To the Consulting Committee, of the Agricultural and
Commercial Bank of Ireland.
" Gentlemen,
" We, the undersigned, being a deputation appointed by the
"Shareholders, now at 13, Dawson-street, desire to have an
" interview with your Board, for the purpose of ascertaining
" whether or not the eight Gentlemen suspended as Directors,
" by the Meeting held yesterday, will or will not act in accordance
" with the expressed wishes of the Proprietors, by abstaining from
"any further exercise of their late office, until they shall be
" either re-elected or their suspension removed."
The Deputation having accordingly waited on the Board,
returned with a written answer from four of the Consulting
Committee, who had been so suspended, viz: Mr. Dwyer, Mr. J.
A. Palmer, Mr. P.Jones, and Mr. Chambers to the following
effect, each " declining the proposition made, not considering the
Resolution as expressing the opinion of the Proprietors, and
considering the Meeting had no power to entertain the subject,
and that in obeying the request, he would be violating his duty
to the Proprietors." Mr. Despard Taylor gave a verbal answer,
" declining to resign, as he thought the proposition came from
Mr. Mahony"—Mr. A. L. Saunders also gave a verbal answer,
" declining to accede to the demand made by the -Deputation ;"
Mr. Watson and Dr. M'Adam were absent from the Board.
A letter was • read, signed Philip Jones, Chairman, dated
Fleet-street, 18th April, 1837, and accompanying a Resolution
purporting to have been entered into, at a Meeting of the
Consulting Committee of the Agricultural and Commercial Bank
of Ireland, at which were present, Philip Jones, Chairman, and
Messrs. T. M. Gresham, Despard Taylor, John Chambers, John
A. Palmer, Patrick Kelly, and James Dwyer. After which, it
e
52
was moved by Dr. Langley, of Neiiagh, and seconded by Isaac
Comerford, Esq., of Galway, and unanimously
Resolved,
That the Shareholders of the Agricultural and Commercial
Bank of Ireland, having at their half-yearly Meeting, held
yesterday, suspended from the office of Members of the Consulting
Committee, Mr. Jones, whose name appears as Chairman, and
Messrs. Despard Taylor, John Chambers, John A. Palmer, and
James Dwyer, who appear to have been present, when the
Resolution read to this Meeting was entered into, and only two
Members of the Committee, namely, Messrs. Gresham, and
Kelly, appearing to have been present, while it is necessary, that at
least three Members of the Committee, should join in any act,
the Shareholders now assembled, cannot receive, or enter upon
the consideration of said Resolution, as they would thereby
become parties to the illegal conduct of the suspended Members
of the Consulting Committee, who deny the right of the Share¬
holders to have entered into the Resolutions passed at their
half-yearly General Meeting, held yesterday.
ROBERT FORSTER,
Chairman.
Mr. Forster having left the Chair, and Mr. Norris, of Omagh,
being called thereto. It was, on the motion of Mr. Bates, and
seconded by Mr. Robinson, and unanimously
Resolved,
That the thanks of this Meeting are due, and hereby given,
to Robert Forster, Esq. for his dignified, and impartial conduct
in the Chair.
WILLIAM NORRIS,
Chairman.
tbs
COMMITTEE OF TWENTY-ONE,
APPOINTED
AT THE HALF-YEARLY MEETING OF SHAREHOLDERS,
ON MONDAY. 17th APRIL, 1M7,
TO INOUIDE PUBTHEE INTO THE STATE OF THE AFFAIBS OP THE COMPANY, AND TBS
AUDITOBS BEPOBT, &C. AT A MEETING HELD BY THEM
ON THS 19th OF APRIL, 1936,
CAME TO THE FOLLOWING RESOLUTION :
" That this Committee have inquired into the truth and
exactness of the loss sustained by the Agricultural and Commer¬
cial Bank of Ireland, and that we do hereby verify that One-
fourth of the paid up Capital of this Company, and upwards,
has been actually lost; and that the said loss has taken place on
the business transactions of the Company."
(Signed)
BENJAMIN SADLER, Jun., Chairman.
WILLIAM BELL, Secretary.
332.109415 A278r 1837
3 5556 003 006 236