HC Deb 30 April 1846 vol 85 cc1325-30

rose, pursuant to the Notice he had given, for the purpose of moving that the following Clause should be inserted in all Railway Bills of the present Session, by which new companies are to be incorporated:— And be it enacted, that the directors shall, within three months of the passing of this Act, cause the names and additions of all the several corporations and persons entitled to shares in the company, to be entered in the 'Register of Shareholders,' directed to be kept by 'the Companies Clauses Consolidation Act, 1845;' and the said directors shall cause an extraordinary meeting of the shareholders in the company to be called within six months from the passing of this Act, for the purpose of considering and determining whether the company shall proceed in the execution of the powers of this Act, or whether such company shall be forthwith dissolved; and it shall be lawful for such meeting so called, at which three-fifths at least of such shareholders shall be present, either personally or by proxy, to determine either that the company shall proceed in the execution of the powers of this Act, or that the company shall be forthwith dissolved; provided that before such meeting be called, it shall not be lawful for the company or the directors to put in force any of the powers of this Act relative to the taking or using of land; and in case such meeting so called shall determine that the company be forthwith dissolved, the company shall be thereupon forthwith dissolved accordingly, except for the purpose of winding up the affairs thereof as hereinafter mentioned; and thenceforth all the powers of this Act with relation to the taking or using of land, or otherwise, shall absolutely cease and determine, anything herein contained to the contrary notwithstanding (subject, and without prejudice to all existing debts, liabilities, or agreements contracted or entered into by the company, and subject to the provisions hereinafter contained); and the directors, after full payment and satisfaction, in the first instance, of all the debts, liabilities, and agreements contracted or entered into by the company, and of such compensation as hereby provided, shall divide the residue or surplus of the moneys and effects of or belonging to the said company, rateably among the shareholders in the said company in proportion to their respective interests therein: provided, nevertheless, that the company shall make full compensation to all owners, lessees, and occupiers of land and others, in the same manner as is herein provided in cases of compensation for land required for the purposes of this Act, for all loss, damage, costs, charges, and expenses which they may respectively have sustained or been put unto in consequence of the proceedings of the company in obtaining this Act, or under any of the powers thereof; the amount to be ascertained, in case of dispute, by the verdict of a jury, or by reference to arbitration, as herein provided in other cases of disputed compensation; and all corporations and persons to or with whom such debts, liabilities, or agreements shall have been contracted, or entered into, or who shall be entitled to any such compensation as aforesaid, shall, notwithstanding the determination of such meeting, have such and the same rights and remedies against the said company for the recovery and enforcement thereof respectively, as they would have had if no such meeting had taken place, and as if the company had continued to exist: And be it further enacted, that if the directors shall not within four months from the passing of this Act cause due notice of such extraordinary meeting to be given, it shall be lawful for any six or more of the persons entitled to shares in the said undertaking, holding in the whole shares or stock to the amount of at least 5,000l. to call such meeting by notice, signed by such shareholders, and published in the manner required by this Act with regard to extraordinary meetings of the company; and the proceedings of the meeting so called by such shareholders, at which three-fifths at least of the shareholders shall be present either personally or by proxy, shall be as valid, and shall have the same force and effect, as if such meeting had been duly called by the directors; and for the purpose of winding up the affairs of the said company, in case such meeting shall determine on the dissolution thereof, it shall be lawful for such meeting to appoint a Committee, consisting of such number of persons as they shall think fit, being shareholders in the company; and the directors shall forthwith transfer to such Committee all documents, books, papers, and accounts of or belonging to the company, and shall also transfer to such Committee all moneys, securities for moneys, and other effects and property of, or belonging to the company; and such Committee, or the survivors or survivor thereof, shall forthwith proceed to wind up the affairs of the company, and shall, in the first place, convert into money such of the effects as shall not consist of money, and pay and discharge all the debts, contracts, and liabilities of the company, and subject thereto, and to the necessary expenses of such Committee in the execution of their powers, the surplus of the said moneys shall be forthwith divided by such Committee rateably amongst the shareholders in the company in proportion to their respective interests therein; and in the event of the directors refusing or neglecting to transfer to any such Committee the documents, books, papers, and accounts, moneys, and other property and effects of the company, within ten days after demand, in writing, signed by such Committee, or the survivors or survivor of them, and delivered to any one of such directors, or left at his last or usual place of abode, it shall be lawful for such Committee, or the survivors or survivor of them, to pass a resolution that such company is desirous to wind up its affairs; and upon a copy of such resolution, signed by any one or more of such Committee, being filed in the office of the Lord Chancellor's Secretary of Bankrupts, every such company shall be deemed to have committed an act of bankruptcy at the time of filing the copy of such resolution, and thereupon such proceedings shall be had and taken for the purpose of winding up the affairs of the said company as are directed in and by an Act passed in the eighth year of the reign of Her present Majesty, intituled, 'An Act for facilitating the winding up the affairs of Joint Stock Companies unable to meet their pecuniary engagements,' in the case of any of the acts of bankruptcy therein mentioned, being committed by the companies therein referred to: provided that notice shall be given by the directors, or such committee as aforesaid, if appointed, of the determination of such meeting of shareholders, to be called as aforesaid, with reference to the proceeding in the execution of the powers of this Act, or the dissolution of the company, in the London Gazette, and in one or more newspapers of each county in which the lands proposed to be affected by this Act shall lie, within fourteen days from the holding of such meeting: and at any such meeting to be held as aforesaid, the voting shall take place in the manner prescribed in the 'Companies Clauses Consolidation Act, 1845,' with reference to meetings of shareholders therein referred to. In moving the adoption of that Clause, the hon. Gentleman said that at the time he had first given notice of it, he was not aware of the intentions of the Government with regard to the steps that had since been adopted by them in reference to the winding up of railway companies; but upon a careful consideration of the Resolutions adopted by the House, he was still of opinion that the clause he then proposed was wanting. He must observe that before the deed could have effect, it should be signed by shareholders for the full amount of the estimated capital, so that it was even still in the power of the directors of any company to avoid putting the Act in force after it should have been obtained, by not allowing it to be completed. But the effect of his clause would be to compel the completion of the registration of shareholders, and thereby give to those parties who had signed the deed an opportunity of getting rid, if they should so think fit, of the liabilities to which they had thereby subjected themselves. The Resolutions passed by the House already had not provided for the class to which he referred. They had merely provided power for the scripholders to meet and decide whether they would or would not proceed with the undertaking. But the House should recollect that the scripholders might pass resolutions empowering the directors to proceed, whilst, as the law stood, the purchasers of scrip were not compelled to register it; and the original subscribers to the deed, however unwilling they might have been to go on with the undertaking, would remain liable, and might be called on to raise the money to complete the work when it would have been found to be an utterly unprofitable speculation. Some such clause as that he then proposed was absolutely wanting, no remedy whatsoever having been otherwise provided for the signers of the deed; and his object was to give to the bonâ fide subscribers an opportunity of reconsidering their condition, and not only of reviewing their position, but of winding up the concern if they should think fit. A strong case in point, showing the necessity for such a power, occurred in the year 1836, when a great number of Bills for the formation of joint-stock companies were passed. The subscribers to the deeds sold their scrip; and after a lapse of two or three years, and long after they had thought themselves quite rid of their liabilities, they were called upon in the year 1839 to pay up demands of 30l. and 40l. a share, by which numbers were totally ruined.


differed in opinion with the hon. Member for Sunderland (Mr. Hudson) as to what he said in reference to their being no necessity for inquiry—as he considered it absolutely necessary, if for no other reason, on account of the large numbers of labourers that had been recently killed and wounded at one of these public undertakings. From the immense number of these people who were congregated together, away from their friends and relations, and without possessing any tie to connect them with their superiors, except that of receiving their weekly payments, and being, as he might add, altogether devoid of control and discipline, they possessed all the evils without any of the benefits of a standing army.


said, that no one could see or hear of the manner in which the railway labourers lived and conducted themselves, as they were so different from all other description of labourers, without at once admitting that some inquiry should be made into their condition. The hon. Member referred to a gross outrage that had lately been committed on two respectable females, by some ruffians who were labourers on a line of railway in Westmorland, to show the state of demoralization in which that class of persons existed, and the necessity there was for some improvement. He thanked his hon. Friend for bringing the subject under the consideration of the House.


rose to express his opinion that it was a dangerous thing to have such a large body of men assembled together, without having them under complete control. There had been several instances where riots had ensued between the Scotch and Irish labourers engaged on the several lines, and therefore he thought there was a necessity for some check being put upon them to prevent their recurrence.


thought it was very creditable to the Government to have yielded so readily to the Motion of the hon. Gentleman; but he did not know what was to be gained by the inquiry. It was notorious that the labourers preferred amusing themselves to going to church on Sundays, and their inquiry could not alter that. The people themselves had not complained of their condition, and if they had, he would venture to say, their complaint would not have been attended to—as he knew that when the people petitioned the House for the redress of any grievance, their petitions were never taken notice of; but when there was no petition from the people themselves, immediately the greatest alacrity was displayed in granting any Motion made by an hon. Member; which appeared to him most extraordinary, and a circumstance that he could not account for. They had business enough before the House already, without superadding this discussion. If the people were ignorant, it was the fault of the State, which did not provide sufficient education for them. He saw no reason why the poor should be debarred from rational recreation upon Sunday, and thought that any infringement on their humble sports by the people's House would be a most impolitic as well as a most improper proceeding.


said, that it was evident the facts, though notorious, were not known to the hon. Member for Finsbury. The hon. Member could never have seen the report of Mr. Chadwick as to some lines. It was clear from that that there were evils to be checked which could not be designated as "innocent enjoyments." He was quite sure it was not the intention of the Mover to impose any undue restraints on the railway labourers: all he required was that a proper check should be placed upon them, so as to have a moral and religious effect. He must do the hon. Member for Sunderland the justice to say, that he had immediately adopted a plan for the benefit of the labourers. He did not hope much from legislation on this subject; but the inquiry would do great good if it called the attention of the railway directors to the wants of the labourers.


thought great good would be effected by inquiry. He believed that under the present state of things the men were, in many cases, defrauded by the truck system.


was convinced this inquiry would do nothing but good. Where mischief existed, it would point out the remedy for it; and where good management prevailed, it would stimulate others to imitate such an example. His chief object in rising was to say he had no such horror of the truck system as had seemed to prevail amongst some hon. Members. He believed the effect of it in many cases was to enable the employer to give employment to the labourers longer than they could otherwise continue it. The labourer under it was much better and more cheaply supplied than by the village shopkeeper or the huckster; and on the part of the labourers employed on Irish railways, he must say he had no such superstitious horror of the truck system as seemed to sway many in that House.


thought, from information which he received, that abuses often prevailed under that system. These poor men ought, when necessary, to be protected, as, though they received high wages, they worked harder and exhausted life faster than any other class. He was bound to say that in the West Riding of Yorkshire the navigators were a very orderly set of persons.


concurred in the necessity of inquiry. The truck system was often employed in a most intolerant and intolerable way.

Motion agreed to.