§ Constitution and Proceedings of Flour Millers' Corporation.
§ 5. No contract to which the corporation is a party shall be avoided by reason only that a member of the corporation is also a party thereto or is interested therein, and a member of the corporation who is a party to, or interested in, such a contract shall not, by reason only that he is a member of the corporation, be liable to account to the corporation for any profit realised by him by reason of the contract, but a member of the corporation must forthwith disclose to the corporation any interest which he has or acquires in any contract concluded or proposed to be concluded by the corporation and, if the Chairman so directs, the vote of that member upon any question relating to the contract shall not be counted.
§ VISCOUNT BERTIE OF THAME had an Amendment on the Paper to move, in paragraph 5, to leave out "if the Chairman so directs, the vote of that member upon any question relating to the contract shall not be counted" and insert "shall take no part in any deliberation on and shall not vote upon any question relating to the contract and, if he votes, his vote shall not be counted." The noble Viscount said: My Lords, there are really two parts to this Amendment. The first part is exactly the same as that which has just been negatived and therefore I do not propose to move that part. But I do propose to move the second part—"shall not vote upon any question relating to the contract and, if he votes, his vote shall not be counted." In this instance I can produce a still more recent precedent from this very Bill. Members of the Wheat Commission cannot vote if they are interested. In this case you are, in effect, giving the Chairman two votes, because if he agrees with the vote he can allow it and if he disagrees he can veto it, and for that reason I beg to move.
Page 32, line 24, leave out from ("and") to end of paragraph 5 and insert ("shall
take no part in any deliberation on and shall not vote upon any question relating to the contract and, if he votes, his vote shall not be counted.")—(Viscount Bertie of Thame.)
§ LORD MOUNT TEMPLE
My Lords, this seems to me a very reasonable Amendment. I could not support my noble friend on his previous Amendment, but here it does seem to me that it requires a clear explanation why what is sauce for the Wheat Commission should not be sauce for the Flour Millers' Corporation. If you will look at page 31 of the Bill your Lordships will see it says that if a man has an interest in a contract, if he belongs to the Wheat Commission, he "shall not vote upon any question relating to the contract, and if he votes, his vote shall not be counted." If that is right, as it is, because the Government have put it in the Bill, surely it is equally right that the same prohibition should apply to the Flour Millers' Corporation. It may be that there is some difference between a miller and a Wheat Commissioner, but so far as being interested in a contract is concerned it seems to me that Lord Bertie of Thame is quite right to move his Amendment, and I shall support him if he goes to a Division.
§ LORD DANESFORT
My Lords, may I express agreement with the noble Lord who has just spoken? I cannot see any reason why, if a member of the Wheat Commission is unable to vote, a member of the Flour Millers' Corporation should be able to vote, although he is interested in a contract. I understand that my noble friend does not move the first part of his Amendment, which says that a member of the Corporation "shall take no part in any deliberation on", but simply confines his Amendment to whether a man who has an interest in a contract shall be able to vote. Under the Bill—the last two lines of paragraph 5—he is allowed to vote unless the Chairman says he is not to. It says that "if the Chairman so directs, the vote of that member upon any question relating to the contract shall not be counted." Therefore, the position is that the Chairman is given discretion to say whether the vote shall be valid or not. Why should the Chairman have such a discretion? If it is wrong, broadly speaking, that a man should 338 vote upon a contract in which he is interested, why should the silence of the Chairman allow him so to vote? At present I see no reason for it, and I shall certainly support my noble friend.
§ LORD BANBURY OF SOUTHAM
My Lords, I rather think there is a little difference between the proceedings of the Corporation and the proceedings of the Commission, and I could have understood the clause if it had said that a man might vote although he had an interest in a contract, but I cannot see why the Chairman should decide whether or not he should vote. The Chairman, after all, is only human, and it does seem to be putting the Chairman in a very difficult position. Either the person concerned ought to have the right to vote or he ought not. Why should you leave it to the Chairman, who might be changed or might die? One Chairman might go one way and his successor another, and I think the noble Earl must either give the members of the Corporation power to vote or else accept the Amendment.
§ EARL DE LA WARR
My Lords, this Amendment most certainly does seem to be very reasonable, until one looks into the functions of the Flour Millers' Corporation. Then you find that for the major part of its functions it would be brought to a complete standstill, nobody being allowed to vote if this Amendment was accepted. If you turn to page 2 of the Bill, Clause 1, subsection (3) you will see that an obligation is placed upon the Flour Millers' Corporation to make a purchase of a certain quantity of wheat. Every single member of that Corporation will be affected by that purchase, and therefore if this Amendment was carried the Flour Millers' Corporation would be unable—every single member—to vote on the subject. In the same way, having purchased the wheat they have got to be able to sell it, and again their business would be brought to a standstill. For that reason I hope your Lordships will see—
§ LORD BANBURY OF SOUTHAM
I rather agree with the noble Earl, but in that case why give power to the Chairman at all? Why not allow everybody to vote?
§ EARL DE LA WARR
In some cases the whole work of the Corporation would 339 be held up, because of the general obligation upon all the members of the Flour Millers' Corporation to engage in a particular contract; but there are cases in which one individual member might be particularly affected and interested. In that case I think the Chairman should have a right to decree that that individual shall not take part in the proceedings.
§ LORD BANBURY OF SOUTHAM
I do not see what it has to do with the Chairman. Either it is right or it is wrong.
§ On Question, Amendment negatived.