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REPOET or PROCEEDINGS 
 
 AT A 
 
 GENERAL MEETING 
 
 OP THB 
 
 HUDSON'S BAY COMPAIY, 
 
 HELD AT THE COMPANY'S HOUSE, 
 FENCHURCH STREET, 
 
 ON TUESDAY, 24th NOVEMBER, 1868. 
 
 The Eight HoxVorable 
 THE EARL OF KIMBERLEY, GOVERNOR, 
 
 IN THE CHAIR. 
 
 LONDON; 
 
 PRINTED BY HENRY KENT CAUSTON & SON 
 
 4, LAUEENCE POUNT^EY HILL, CANNON STREET ' 
 

? 
 
 ?6f 
 
 ^IP*^ 
 
 REPORT. 
 
 On the motion of the Chairman, the Report was taken 
 as read. 
 
 The Chairman : The next resolution is one which is 
 ordinarily made on these occasions, namely a resolution for 
 the adoption of the Report of the Committee. Before I 
 touch upon the questions of importance alluded to in the 
 Report, I may refer to some minor matters. You will 
 have observed I have no doubt, that the sales of the furs of 
 the Company have produced a larger return than they did 
 last year. That is a satisfactory feature in the present 
 condition of the trade. As regards the House in Fenchurch 
 Street, I regret that we have not been able to sell it. It 
 would of course be exceedingly unwise to sell it at a great 
 loss. The Committee are exceedingly anxious to part with 
 it. They have taken opinions as to its value, and the 
 shareholders may rest assured that they will sell it to the 
 best advantage when they have an opportunity. Now, 
 gentlemen, the really important matter which no doubt 
 has engaged the attention of those who have read this 
 Report, is the negotiations which we are carrying on with 
 the government with respect to the cession of your territo- 
 rial rights. J^Iost of you have perhaps read a letter which 
 has been addressed to me by Mr. Bonar, a shareholder in 
 the Company, and which I am very glad to see he has 
 been good enough to print for our use on this occasion. 
 
 a2 
 
 <tj* 
 
4 
 
 Now, in many things which are said in that letter I concur. 
 The letter is one which it is exceedingly natural that a 
 shareholder having a stake in the interests of this Company, 
 should on an occasion of this kind address to its Chairman, 
 and I can assure the shareholders, that far from wishing to 
 deprecate the expression of independent opinion by the 
 shareholders, the Committee earnestly wish for the expres- 
 sion of their opinion, which undoubtedly strengthens theui 
 in the negotiations which they have to carry on. As Mr. 
 Bonar justly remarks, we are trustees for the Company, 
 and the shareholders are those who have a stake in the 
 funds of the Company, and to whom we must look for an 
 expression of their feelings. I have made these remarks, 
 in order that no person may suppose that in any observa- 
 tions I proceed to make with regard to this letter, (for 
 when I observe upon the letter I am in fact dealing with 
 the whole question,) that I do so in the slightest unfriendly 
 spirit towards the writer. There is one point which I will 
 first take notice of. It refers to a very important question 
 which was dealt with before I had the honor to be Chair- 
 man of tlie Company. Mr. Bonar states that he must 
 renew the complaint which has frequent y been made, 
 that the Directors have failed to apply the fund subscribed 
 under the prospectus of 1863, to the purposes expressed in 
 that prospectus, and have declined to adopt any measures 
 for the profitable settlement of the Territory. Now that 
 was a question, which, as I am informed, was very properly 
 submitted to the shareholders for their vote, and I have 
 here the numbers of those who voted on that occasion. 
 The number voting in favor of a motion proposed in the 
 sense of Mr. Bonar's statement was 122, holding 5308 
 shares and £106,161 stock. The numbers voting on the 
 other side were 496, holding 53,942 shares and £1,078,841 
 stock. Now it is impossible, I apprehend, that you can 
 expect that the Committee should re-open this question. 
 
8 
 
 when it has been so fully and entirely disposed of by the 
 shareholders themselves, in the most legitimate way in 
 which their opinion can be taken. Therefore, 1 shall pass 
 on to another subject, not troubling you with any further 
 observations upon that. Mr. Bonar is much discontented 
 that the Committee have not furnished information to the 
 shareholders upon this occasion, as to the position and 
 progress of the negotiation. If the Committee had received 
 a definite answer from the government that they could 
 have laid before the shareholders — and they thought that 
 they might have received such a definite answer, even in 
 the interval between the publication of the Report and this 
 meeting — they undoubtedly would have brought the whole 
 subject before the shareholders. They were prepared and 
 anxious to lay before them all the correspondence which 
 has taken place ; but it seems to me that any gentlemen 
 having experience of business must see that, whilst the 
 correspondence is entirely incomplete, to lay before the 
 shareholders a portion of that correspondence would be, 
 not to place them in a position to form any definite j udg- 
 ment as to what has taken place, but would, in fact, 
 prejudice the negotiation itself and invite an expression of 
 opinion, when that expression of opinion could not be 
 given upon a full knowledge of all the circumstances of the 
 case. Now let me also point out a very important feature 
 in the business — one which has been repeatedly painted 
 out from this chair — namely, that anything the Committee 
 may do is subject to the ratification of the shareholders. 
 We have invariably expressed to the government, in our 
 communications with them, the obligations we are under to 
 have our acts ratified by the shareholders — we have ex- 
 pressed that opinion not merely formally, but we have 
 explicitly stated that it was impossible for us to do more 
 than pledge our individual opinion, and promise to use such 
 influence as we might command, in bringing before the 
 
6 
 
 shareholders any proposition which we thouglit might 
 fairly be adopted as a basis of agreement. That is the 
 position of the matter. Now if you were to pass a distinct 
 resolution, as I said at a former meeting, that you would 
 only accept such and such terms, in point of fact that 
 would be no negotiation at all : it would be merely going 
 to the government and saying, " This is what the Company 
 will do: if you don't accept that, we fall back upon a 
 simple retention of our territory." This seems to me 
 perfectly inconsistent with all that has hitherto been done, 
 namely a negotiation which has been conducted by the 
 Committee, I must assume with the authority of the share- 
 holders, before I had the honor to be Governor, and which 
 is still in progress. But let me tell the shareholders this ; 
 we have not failed to bring fully before the government, 
 since our last meeting, the views that were expressed in 
 this room upon that bccasion. We pointed out the expres- 
 sion of feeling which was then given vent to, and we have 
 strongly urged the necessity of making full compensation 
 to the Company for the cession of its territory. Now, 
 gentlemen, I think it would be wrong in the interests of 
 the Company itself, to enter into explanations as to what 
 we have done and what we have proposed ; — therefore I 
 shall abstain from doing so. But this I am prepared to 
 say, namely, that if we do not obtain very shortly from the 
 government a definite answer, and if the negotiations seem 
 likely to continue in an incomplete state without coming to 
 a point, then the Committee will lay before the proprietors 
 the whole state of the case and the entire correspondence. 
 It would strengthen their hands very much indeed, to have 
 all that correspondence laid before the proprietors and to 
 know what their opinion is with regard to what has taken 
 place. But in the present stage, I am ceitain it would not 
 be respectful to the government, and that it would be most 
 detrimental to your interests, if we were to produce the 
 
correspondence, and I must say, for myself, I could not 
 undertake the responsibility of doing so at the present 
 juncture. 
 
 Gentlemen, I know not that I need enlarge any further 
 upon this matter, because probably some gentlemen will 
 wish to express opinions with regard to it, and then I may 
 have occasion, in answer, to say something further. Before 
 sitting down, I will only allude to one other point, which 
 is very important, namely, — the delay in the settlement of 
 the claims of the Company in the Oregon Territory. We 
 have been exceedingly dissatisfied with the want of progress 
 in these negotiations. We have spared no pains in pressing 
 upon our agent the importance of making more speedy 
 progress, and we have at last taken the only step which was 
 within our power to take : we have made a representation 
 to the Secretary of State for Foreign Affairs, and requested 
 him to make a representation on the subject to the govern- 
 ment at Washington. There is no other step we can take. 
 We have done all in our power, and if the shareholders feel 
 discontented at the position of this affair, I can assure 
 them that the feeling is fully shared by the Committee, 
 and that nothing we can do to bring this business to a 
 close shall be omitted on our part. I beg leave now to 
 move the adoption of the Report. 
 
 Sir Curtis Miranda Lampson : I beg to second the 
 motion. 
 
 Mr. BoNAR : As the writer of the protest before the 
 meeting, and as trustee for more than £8,000 stock in this 
 Company, I cannot accept the assurances of your Lordship, 
 sincerely as they are given and satisfactory as they are in 
 some respects, in the place of a direct pledge which alone, 
 I think, could remove the feelings of anxiety and apprehen- 
 sion felt by the shareholders. A distinct pledge would 
 alone remove these apprehensions. At the same time, I 
 beg to say that if I am not supported by this meeting in 
 
8 
 
 the protest I have juBt given, I must request your Lordship 
 to record it upon the minutes of the day, in view of events 
 that may happen. 
 
 Mr. Eley : I wish to make a few observations with 
 regard to the Report sent round to the shareholders. I 
 must confess that anything more inconsequential than the 
 conclusions arrived at, based as those conclusions are upon 
 the premises laid down by the directors themselves, I never 
 heard in my life. Every paragraph in the Report con- 
 gratulates us upon the high state of prosperity which we 
 are now in the enjoyment of. We are not merely told that 
 our prospects for the future are good, but we are referred 
 to realized results. We are told that the quantity of 
 furs that we have obtained has been larger ; we are told 
 that the prices obtained for them have been larger ; that 
 the articles of merchandise we sent across the water have 
 been sold at better prices, and that in every respect our 
 position and prospects are better than they were at the 
 date of the last meeting. Now the only logical and sensible 
 conclusion that can be drawn from those premises is that 
 we should be in the receipt of a larger dividend. I, for 
 one, do not complain of the dividend per se. If we are 
 only earning three per cent, or two or one per cent., we 
 cannot, of course, expect to receive more. But what I 
 complain of is that the Report is not one which ought to 
 prove acceptable to business men, inasmuch as it gives us 
 reasons why we should receive a larger dividend, while, at 
 the same time, a declaration is made of a dividend one per 
 cent, less than was declared last year, when our prospects 
 were not so good and the results realised were not so good. 
 The diref'cors in their Report tell us the reason of this dimi- 
 nished dividend is that certain accounts are not made up 
 and that certain produce has not been sold. If my memory 
 serves me, we have been told the same thing at previous 
 meetings when an interim dividend has been declared. I 
 
9 
 
 think I am right in saying that lant year, when we received 
 one per cent, more dividend, the same reasons were given, 
 but the directors told us that, notwithstanding that, they 
 felt in a position to declare a dividend of four per cent. 
 I am not sure whether I am right or not. (" No, no.") 
 I will take it for granted I am wrong and, even supposing 
 1 am wrong, to give us paragraph after paragraph shewing 
 why we should receive a larger dividend and tlien winding 
 up by recommending a smaller, appears to me most extra- 
 ordinary. Now if the fact be as I believe it is that, not- 
 withstanding our prosperous condition, the directors do not 
 see from their review of the circumstances of the case that 
 we are likely to earn a greater dividend than three per 
 cent, for the whole year, why not say so ? Then, as busi- 
 ness men, we could understand it. Now I wish to make 
 special reference to some remarks that have been made 
 with regard to the question submitted to the shareholders 
 some two years ago with respect to the carrying out of the 
 condition named in the prospectus — a condition which 
 was the sole inducement for us to subscribe two millions 
 of money. I wish to refer to your lordship's answer to 
 Mr. Bonar, which I think very conclusive, namely, that 
 the question was submitted to the shareholders and that 
 the shareholders decided that the condition should not be 
 fulfilled. But, my lord, you forget one important circum- 
 stance, that that condition was held out in the prospectus 
 as an inducement to us to give two millions of money for 
 property which we could have bought in the market for 
 one million. Now I cannot help remarking that, of that 
 two millions that we subscribed, no less a sum than 
 £500,000, or the greater portion of it, is totally unaccounted 
 for. We hear names mentioned out of doors and we have 
 heard sums of money mentioned in connection with those 
 names. It would be imprudent and perhaps dangerous to 
 refer to them here, but I, for one, unless the negotiations 
 
10 
 
 which you are carrying en with the Canadian government 
 result satisfactorily to us, should be happy to help Mr. 
 Bonar, if he chose to take action in the matter, in endea- 
 vouring to discover who it was received that money. Is it 
 to be supposed for a moment that had we, as business 
 men, been asked five years ago to subscribe two millions 
 of money for that which we could have obtained for one 
 million in the market, and that in return for that two 
 millions we were to have transferred simply a fur-trade 
 business — is it to be supposed that one farthing of that 
 money could have been obtained ? Certainly not. I, for 
 one, subscribed my money entirely upon the faith of the 
 promises held out by the directors in the prospectus. I 
 formed one of a deputation to Sir Edmund Head some two 
 or three years ago ; I think Mr. Colvile was present at 
 the time. I pressed very much upon his attention the 
 fact that those promises were contained in the prospectus, 
 and I told him in so many words, that it was entirely upon 
 the faith of those promises that I, for one, subscribed my 
 money. Sir Edmund Head seemed exceedingly angry that we 
 did not see that the obstacles to the fulfilment of that condi- 
 tion were palpable, self-evident, and insuperable. (" What 
 condition?") The condition that the balance of money 
 left after the payment of certain things referred to was to 
 be applied to the colonization of the country. Sir Edmund 
 Head seemed quite angry (Mr Bonar will bear me out in 
 what I am saying) that we did not see at once how 
 palpable, self-evident, and insuperable those objections 
 were. Well, so far from that being any excuse for the 
 directors, it forms the gravamen of our complaint. We 
 say, if those objections are so self-evident and palpable that 
 no business man can fail to see them, we want to know 
 why they made the promise they did in the prospectus, 
 which promise alone induced us to subscribe two millions 
 of money. Now, my lord, that question has been put from 
 
n 
 
 time to time in various forms and shapes. I referred to it 
 at the last meeting but I have never succeeded in obtain- 
 ing any reply. It was only after our money had been ob- 
 tained and after those bonuses had been distributed to the 
 parties to whom I have referred, that we were told that the 
 conditions could not be fulfilled. My lord, your high 
 character warrants me in saying that if you were to enter 
 into a contract, say with myself, and in virtue of that con- 
 tract received from me a sura of money and a few years 
 afterwards you found you could not fulfil the conditions 
 upon which you obtained that money, and, if, moreover, 
 you admitted that the obstacles to the fulfilment of the 
 conditions made by you were so palpable and self-evident 
 that any business man could not fail to see them, I feel 
 sure that you would instantly return the money. My 
 lord, I feel sure that if you will only make an impartial 
 review of the circumstances I have detailed, you will not 
 contradict me when I say that our money has been un- 
 fairly obtained from us. I make that statement most 
 advisedly. We are suffering from a sense of wrong and 
 that sense of wrong is added to and intensified by the 
 knowledge of the fact that of the large sum so obtained from 
 us by this inducement a very large proportion was distri- 
 buted in the shape of bonus to those who I presume had 
 something to do with the concoction of the Report, 
 pressed the matter upon ihe attention of Sir Edmund Head 
 and he told me very angrily that the directors were not 
 responsible for the prospectus. I must confess that I 
 never listened to any statement with so much surprise in 
 my life. What do the public suppose when they see a 
 prospectus put forward with names at the head of it as 
 directors, of gentlemen who stand nigh in the City of 
 London ? They, of course, assume at once that the terms 
 of that prospectus have been settled and are sanctioned by 
 the directors ; and I want to know if the directors are not 
 
|: 
 
 12 
 
 |:(:: 
 
 III 
 
 responsible for the terms of that prospectus and if, as they 
 admitted by the mouth of Sir Edmund Head, the obstacles 
 to the fulfilment of the conditions they made were so 
 palpable and self-evident. I want to know how or by what 
 means they could have been induced to allow their names 
 to be placed at the head of that prospectus, knowing as 
 they did full well that the placing of their names there 
 would be an inducement to the public to subscribe their 
 money as they did. Now, my lord, this is really the ques- 
 tion and it is a question that has never yet been answered. 
 I say that we were induced to subscribe two millions 
 of money entirely upon the faith of the condition ex- 
 pressed in the prospectus, for which I hold the directors 
 responsible; and I say that failing in their endeavours to 
 effect a satisfactory arrangement on our behalf with the 
 Canadian government with regard to the cession of our 
 territory they are morally bound to return us the money 
 themselves. Of course it sounds a very ridiculous thing, 
 but I am sure of this that not one of those gentlemen 
 would condescend to enter into a contract with any Eng- 
 lish merchant and having obtained a certain sum of 
 money would turn round and say that the fulfilment of the 
 conditions entered into was impossible. With regard to 
 the question having been submitted to the shareholders for 
 their decision, we know very well that 'shareholders 
 generally follow in the wake of directors and that nine 
 times out of ten they do exactly as they are told. That is 
 what I am afraid of with regard to the negotiations with 
 the Canadian government. I am afraid that whatever the 
 directors may recommend to us, the shareholders will like 
 a flock of sheep follow. My lord, I have referred to the 
 question in a business manner and I confess I should like 
 to hear something like an answer to what I have stated. 
 
 The Chairman : Nothing can be fairer than the manner 
 in which the gentleman who has just sat down has stated 
 
13 
 
 ng- 
 of 
 
 the 
 to 
 
 for 
 
 ers 
 
 ike 
 the 
 ike 
 
 his views, though, perhaps, he was rather severe upon some 
 matters connected with the management of the Company. 
 In the first place, let me deal with the statement with 
 which he commenced — namely, his objection to the charac- 
 ter of our Report on this occasion, followed as it is by the 
 declaration of a small dividend. Now, gentlemen, as far as 
 I am concerned, and I am certainly responsible for this 
 Report in common with the rest of the directors, I per- 
 sonally abhor what may be called a rose-colored Report. I 
 had thought that we had kept the tone pretty much down, 
 and had not said anything beyond the facts of the case ; 
 bu* I am sorry to find that, in the minds of some gentle- 
 men it has seemed to produce too strong an impression. 
 After all, if you will examine the statements, you will find 
 that they do not amount to quite so much as has been re- 
 presented. In the first place, we tell you that the fur re- 
 turns have been landed in excellent condition, which, no 
 doubt, is a fact, and that the estimated value shows an in- 
 crease compared with last season — of course, we can only 
 give an estimate. Next we say that there has been an ad- 
 vance in the prices of many of the staple articles of the 
 trade, notwithstanding the large amount of goods offered 
 for sale. We then go on merely to mention that the trade 
 is somewhat improved in Vancouver's Island and British 
 Columbia. On the other side, we refer to the disastrous 
 famine in the Red River Settlement, which will cause a 
 serious increase in our expenses. With respect to the Red 
 River famine — to which I ought to have alluded in moving 
 the Report — I desire to express, on behalf of the Com- 
 mittee, and I am sure I may do so on behalf of the whole 
 Company, their thanks to those gentlemen who liberally 
 subscribed upon the occasion of our asking the public to 
 aid us in relieving that distress. Although the amount 
 may not seem to have been very large, altogether about 
 £2,800, yet it was not so much the largeness of the amount 
 
14 
 
 If 
 
 I! 
 
 II 
 
 t'! 
 
 as the time when the money was subscribed that was of 
 importance. It was of importance to be able to send out 
 at once by telegraph orders to purchase a quantity of flour, 
 and to make other preparations to meet this distress. I am 
 happy to say that we have since received from Governor 
 Mactavish information that the money sent out and the in- 
 structions given will be sufficient to enable him to meet the 
 crisis. This may seem a small matter as regards the 
 general prospects of the Company, but it is not a small 
 matter with regard to the sympathy shown to the popula- 
 tion living in our territory, and the feeling of the Company 
 with regard to the settlers there. I hojie, at all events, that 
 the action of the Committee in that respect will be unani- 
 mously approved in this room. But to return to the cha- 
 racter of our Report : I say that the statements that we 
 have made are not altogether of that rose-colored hue which 
 they have been represented. We are toH that the dividend 
 is smaller than it was last year. I the nt that the experi- 
 ence of last year had shown that the interim dividend which 
 was declared at the corresponding period of the year was 
 too large, and that it was very important that the Com- 
 mittee should not declare an interim dividend larger in 
 proportion than the ultimate dividend might warrant. It is 
 evidently much better that that interim dividend should be 
 very cautiously declared. If afterwards the expectations 
 are fulfilled, then a larger dividend may ensue; but, to de- 
 clare a large interim dividend now, and subsequently to 
 have a smaller one, is evidently to mislead the share- 
 holders, and is not a proper policy to adopt. I wish further 
 to make this observation that, although we mention an im- 
 provement in the trade, the money which may come from 
 that is not yet realised. There are symptoms of improve- 
 ment ; but, when you are merely pointing out symptoms of 
 imj ient, and have not got the money in hand, because 
 
 a Cciisiderable proportion of the furs are not yet sold, to 
 
15 
 
 t is 
 dbe 
 tions 
 
 de- 
 y to 
 liare- 
 ther 
 
 im- 
 rom 
 ove- 
 is of 
 ause 
 
 base upon those favorable expectations a declaration of 
 dividend, is as contrary to sound finance and good principles 
 of business as anything the directors could do. Now, we 
 adhere to the opinion that we have favorable prospects of 
 trade upon the whole ; but we also say that we do not 
 think that the results as yet obtained would warrant us in 
 telling the shareholders, and we have not told them that 
 there would be an increased dividend. Now, I come to the 
 statements which have been made concerning the non-ful- 
 filment of the prospectus which was issued by the Financial 
 Company, who purchased the shares from the old Com- 
 pany. Gentlemen will see that I am not personally in a 
 position to make a statement with regard to the actions of 
 my colleagues with the same authority as those gentlemen 
 themselves could make it. All I can say is this, I certainly 
 endeavoured, before I joined the Company, to infoim 
 myself of the nature of these transactions, and I satisfied 
 my own mind that there was nothing which was not of a 
 legitimate nature in them, otherwise I should not have felt 
 justified in joining the Committee. It is not for me to ex- 
 press an opinion as to whether it was or was not prudent in 
 the shareholders to purchase their shares at so large an 
 amount, considering that they now stand at 14f or 14^, 
 and that they purchased them at par. I can only say that 
 I regret extremely that the calculations of those gentlemen 
 did not turn out more favorable. AVhat I have undertaken 
 to do is this, as far as I have charge now of the interests of 
 the Company, to endeavour to make that use of the terri- 
 torial rights which the Company possess, to obtain for them 
 a just and fair compensation, and, as far as we cm, to 
 secure the legitimate rights and interests of the Company. 
 The shareholders purchased the territorial rights that the 
 Company possessed, with the right of turning them to ac- 
 count in whatever might seem to be the best way. Now, 
 if they determined when the poll was taken that the best 
 
m 
 
 Ir:: 
 
 16 
 
 way was not to colonize the country, I think they deter- 
 mined rightly. I have not the least hesitation in saying so, 
 because I think it would have involved a very large expen- 
 diture, which would not have been attended with results 
 beneficial to the shareholders' pecuniary interest. But that 
 does not prevent the shareholders, in the event of a transfer 
 of their territory, from making a reasonable claim for com- 
 pensation adequate to the vast amount of territory which 
 they possess. Because they may not have been able to 
 turn their territory to account in the manner in which they 
 at first anticipated, it does not follow that they should now 
 think that that territory is to be given away for nothing. I 
 shall be no party to any such transaction. I cannot tell 
 what may be the result of the negotiations and of the posi- 
 tion of the Company, which requires, no doubt, very care- 
 ful handling. What has recently taken place is certainly 
 of great importance. A confederation has been formed in 
 British North America, and an Act of Parliament has been 
 passed in which power was given to the Government, on 
 an address from the Canadian Parliament, to transfer the 
 rights of this Company to Canada, upon such terms as the 
 Queen might be advised by the Government to consent to. 
 I do not for a moment doubt that the Government would 
 have dealt honorably with the Company ; but the Act cer- 
 tainly placed you to a certain extent in their hands. The 
 Act of last Session was an improvement, and far more 
 explicit as regards the rights of tLe Company. It was a 
 great satisfaction to us to see that Act passed. The Act 
 says that a surrender is to take place on such terms and 
 conditions as shall be agreed upon between Her Majesty's 
 Government and the said Governor and Company ; so that 
 we are recognised, as we always ought to have been recog- 
 nised, as one of the parties to this transaction, and I am 
 confident that, if we act with firmness and, at the same 
 time, in a reasonable spirit. Government will treat this Com- 
 
17 
 
 \Q 
 
 pany fairly, and tliat, eventually, a just agreement will be 
 come to. Well, gentlemen, I cannot say that I can give 
 any further answer to the dark intimations which have 
 been given as to sums of money having been received by 
 gentlemen connected with the management of the Company. 
 All I can say is, that I do not hold in my possession 
 the conscience of any man, but, as far as I know the cha- 
 racter of the Committee of this Company, I should require 
 the most stringent proof before I could believe that any of 
 those gentlemen, in whose honor I have perfect faith, could 
 be a party to such a transaction as has been hinted at. If 
 they could, I have been most lamentably deceived in them. 
 That is my opinion : but I must repeat I speak for myself 
 only, and not for others. I hope that the management of 
 the Company, as long as I am connected with it, at all 
 events, whether approved by the shareholders or not, will 
 be carried on in such a manner as to bear the strictest 
 inquiry. 
 
 Mr. Gekstenberg : The shareholder who spoke last 
 stated that the subscription had not been fairly obtained. 
 Now, I do not think there could be anything more incon- 
 siderate, more unjust, and more disadvantageous to the 
 interests of the Company than to make such a statement 
 without accompanying it with sufficient proof. I will tell 
 you why I consider the money has been fairly obtained. 
 The Company was introduced by the Financial Society 
 and a prospectus was placed before the public. I was one 
 who originally subscribed, but, although it has, as the 
 chairman said, turned out to be a bad speculation, I con- 
 sider that I am bound by my bargain. Nothing was 
 concealed. There were three elements. First, tlie business 
 of the Company — that was fairly and correctly stated ; 
 secondly, the assets in hand ; and, thirdly, the anticipation 
 of the value of the territory. With regard to the first, I 
 have never heard any proof that it was not sufficiently 
 
 B 
 
18 
 
 stated, therefore, I cannot say that the money has not been 
 fairly obtained. With regard to the anticipation, a serious 
 charge has been brought against the directors — they may 
 have been mistaken in their calculations. I will allude to 
 that presently. The Financial Society issued a prospectus in 
 1863 at a time of great commercial speculation. I knew 
 perfectly well, although I had nothing to do with it — I was 
 absent, even, from London — that we were paying two 
 millions for one million ; but we were fairly told that it was 
 BO, consequently, the money was fairly obtained, and we 
 must stand by our bargain whether it has turned out good 
 or bad ; it is no use crying off after it has turned out bad. 
 
 A Shakeiiolder: The bargain has not been kept. 
 
 Mr. Gerstenberg : That is another question. I only 
 wish to point out that it is very undesirable to make any 
 vague charges. If you bring forward charges, let us 
 examine them and see what they are. Look at the case 
 of Overend, Gurney and Company. That company was 
 sold for £500,000. In that case there was a secret deed, 
 and the state of the case was not fairly put before the 
 shareholders, and, therefore, it is attempted to make ihe 
 directors liable. But I maintain that when a speculative 
 society, which was openly formed for the puipose of intro- 
 ducing speculative business, places before the public a 
 company and an undertaking, and fairly states what it 
 really means to do, it is unbuainess-like to cry off when 
 you find that it has not turned out so profitably as you 
 expected. If you are a shareholder of the Financial 
 Society, you will find that several hundred thousand 
 pounds have gone into their pockets. Nobody believed 
 that they did the business for nothing. If you wanted to 
 know the particulars you ought to have inquired before 
 you asked for shares, and not complain now that you see 
 that you paid an extravagant price £it a time of over- 
 speculation. In the last century, in Holland, they paid 
 
19 
 
 llie 
 live 
 ro- 
 a 
 it 
 lieu 
 oil 
 ial 
 nd 
 ed 
 to 
 re 
 ee 
 1- 
 id 
 
 6,000 florins for a tulip at the time of that great speculative 
 mania. Now, with regard to the territory, we have grave 
 cause for dissatisfaction. We paid one million premium 
 for the value of the territory which we were going to 
 colonize. Now, the directors have certainly not fulfilled 
 the anticipations of the shareholders and their own pro- 
 mises and engagements made in the prospectus, and I do 
 not think that they have acted with becoming courage and 
 enterprise in such a Company as this. The Hudson's Bay 
 Company was a very adventurous and courageous under- 
 taking from the beginning. Now, it is said that the old 
 directors were not courageous and adventurous enough, 
 and the public were asked to pay a million pounds premium 
 to somebody for obtaining this territory and making a 
 proper use of it. I am far from sharing in the very 
 pusillanimous decision or judgment that the directors have 
 arrived at, that the territory is not worth a million ; I 
 believe it is worth two millions in proper hands. I have 
 given particular attention to the subject, and I have read 
 the admirable pamphlet of Mr. Dodds on this question. It 
 has never yet been shown to my satisfaction, nor, I believe, 
 to the satisfaction of the public, that this territory cannot be 
 made available, and that the ])romises held out in the pro- 
 spectus cannot be realized. Mr. Bonar, two years ago, with 
 praiseworthy zeal in the interests of the Company, proposed 
 to call the shareholders together and to form a Committee. 
 I was anxious to join such a Committee, but when it was 
 suggested that a Company should be formed, with subscrip- 
 tion, registration, and so on, I declined it, because I thought 
 it was a state within a state. If Mr. Bonar had followed 
 the advice of some of his friends and formed a consultina: 
 committee, it would not have ended in nothing, or worse 
 than nothing. Mr. Bonar, unfortunately, was obliged to 
 
 leave Europe on that occasion, and the 
 Mr. Dodds' hands. Two years ago. 
 
 matter was left in 
 Mr. Dodds came 
 
 B 2 
 
20 
 
 I' 
 
 here and proposed a resolution that this question of coloni- 
 zation should be dealt with. Something very mild and very 
 timid, indeed, was proposed at the meeting. It was agreed 
 before, that it should not be put to the vote of the share- 
 holders who were absent and could not hear the arguments, 
 but that it should be put to the vote at the meeting. How- 
 ever, Mr. Dodds, although he had agreed to that course, 
 gave way to the great persuasive powers and dexterity of 
 Sir E. Watkin, who said, " We must take the opinion of 
 all the shareholders." Gentlemen, I do not agree in that 
 at all. I believe the shareholders who come to this meeting 
 and take an interest in the affairs of the Company are the 
 proper persons to decide upon the policy to be pursued, 
 and not those other shareholders who are absent and who 
 have not before them the means of arriving at a just con- 
 clusion. I regret extremely that the Board of Directors 
 have not given way to the almost unanimous opinion of the 
 shareholders present on that occasion, that something 
 should be attempted to redeem the promise in the pro- 
 spectus. If the directors have such a bad opinion of the 
 result, I believe it would have been wise policy to yield to 
 the pressure of Mr. Bonar and others and make au 
 attempt, because, having sacrificed £1,000,000 for good- 
 will, it would not have been too adventurous to sacrifice 
 perhaps £50,000 or £80,000 more in making such an 
 attempt. I do not wish to go into the question further. I 
 refer the shareholders to the excellent speech and pamphlet 
 of Mr. Dodds, who demonstrated that the contiguous terri- 
 tory of North America is progressing steadily, and that the 
 value of the land has increased enormously. We have an 
 unoccupied territory unequalled in the world, and such land 
 in given quantity which is constantly required must rise in 
 value. If the directors had, even at an extravagant ex- 
 pense, reclaimed a few thousand, or even a few hundred 
 acres, the value of the surplus land would have been anti- 
 
 i' 
 
21 
 
 the 
 to 
 ai\ 
 >od- 
 ifice 
 an 
 I 
 Ihlet 
 ;rri- 
 the 
 an 
 land 
 in 
 lex- 
 red 
 inti- 
 
 cipated, and risen in the market. That is the case every- 
 where in Europe and in difFerent'parta of America. As soon 
 as a few acres begin to be of value there come speculators 
 to buy the out-lying land at a higher price, and I maintain 
 that, if the directors had made an attempt to cultivate some 
 part of the territory, if they had chosen the most accessi- 
 ble and the best land to make a beginning, our anticipa- 
 tions would have been more than realised. I think it is not 
 yet too late to press this upon the consideration of the 
 directors. I think this Company is one entirely of specu- 
 lation. We are not like gentlemen who invest their money 
 at the Bank rate of 2 or 2^ per cent. I consider that the 
 directors have been too timid, too prudent, too conscientious, 
 very likely. I do not charge them with any bad faith in 
 any respect. I believe they are conscientiously desirous of 
 promoting the best interests of the Company, but I think it 
 requires that the shareholders should put a little pressure 
 upon them. The noble Chairman has said that we must 
 abide by the majority. Now, the law of the land formerly 
 was representation by majority, but, since we have got the 
 Minority Clause, I think that something might be done to 
 carry out the views of the minority in companies of this 
 kind. 
 
 Mr. Eley : Allow me to say one word in explanation. 
 It has been said that I was not justified in saying what I 
 did, because I did not prove my statements. The reading 
 of one paragraph alone will prove them. I think I was 
 very explicit, and I do not consider that Mr. Gerstenberg 
 has given me any reply. This is the paragraph to which I 
 allude, in the prospectus issued with the sanction of our 
 Directors. " Consistently with these objects," — (that is the 
 Fur Trade) — " the outlying estates and valuable farms will 
 be realised where the land is not required for the use of the 
 Company. The Southern District v»ill be/* — not may be 
 or we hope may bey but will be, — " opened to European 
 
.'i' 
 
 (: 
 
 99 
 
 colonization under a liberal and systematic scheme of land 
 settlement.'' And in order that you might not think that 
 there were any obstacles in the way of carrying out this 
 scheme, they go on to tell you : — " Possessing a staff of 
 factors and officers who are distributed in small centres of 
 civilization over the territory, the Company can, without 
 creating new and costly establishments, inaugurate n new 
 policy of colonization, and at the same time dispose of 
 mining grants." That proves my case. 
 
 Mr. Newmarch : Allow me to suggest that one or two 
 points have been left out of view. In the first place, it is 
 not very wise in the middle of a negotiation with the 
 Canadian government, to speak lightly of our territorial 
 rights. I believe that the figure at which these rights 
 stand in the accounts of the Company, is a very low figure, 
 and I am firmly of opinion, that the lapse of time which 
 has taken place since the first formation of the Company, 
 has very much increased the real value of those territorial 
 rights. It is true, as has been suggested, that certain 
 definite intentions were entertained at the time the Com- 
 pany was altered from the old to the new form, and tiic 
 paragraph which has just been read is very strong evidence 
 of the views which were then entertained. But the pro- 
 prietors of the Hudson's Bay Company do not require to 
 be reminded that during the four or five years during 
 which the Company has been in operation, very important 
 changes have been in progress, not only in Canada itself 
 but in all the countries surrounding the Hudson's Bay 
 Territory. Mr. Gerstenberg, who spoke so well, said he 
 thought it would have been worth while for the Committee 
 to incur even so large an expenditure as £50,000 or 
 £80,000 in order to carry out the experiment of coloniza- 
 tion. The gentleman who preceded him complained that 
 there was no dividend. Now, the proprietors must bear in 
 mind that this is a Company which has no uncalled capital, 
 
23 
 
 and therefore the expenditure of £60,000 or £80,000 for 
 colonization really means no dividend at all. It means the 
 application of the current revenue of the Company to what, 
 after all, may turn out an unprofitable investment. In the 
 face of that fact, I think the Committee exercised only due 
 care and discretion in postponing, I do not say abandoning- 
 an experiment of that kind, until it can be ascertained what 
 terms the Canadian Confederation will offer for our terri- 
 tory. It was known that we were in the market, it was 
 known that we had these territorial rights, but unfortu- 
 nately there was some degree of legal doubt and uncertainty 
 about the ratification of these rights. Those doubts and 
 that uncertainty have now been entirely removed by the 
 Act of last year. That Act is most important in the 
 history of the Company, and it has placed the Company in 
 a much better position to negotiate than it was in before. 
 We are in a position now to negotiate upon the best terms 
 we can with the Canadian Confederation. The negotiation 
 is going on, and it is very much assisted by the position 
 we now hold before Her Majesty's government. I believe 
 that the negotiation, if it is allowed to take its course 
 quietly and firmly, will come to a successful issue, and will 
 justify even the very large figure which, in the year 1863, 
 was put upon our territorial rights. Mr. Gerstenberg was 
 quite right when he said that the territory which the 
 Company possesses is entirely unrivalled. There is no 
 such territory available, either on the continent of North 
 America or elsewhere, and those territorial rights which we 
 possess are distinctly and legally representative of that 
 great property and those great capabilities. I believe they 
 are \. rth everything which the Company has asked for 
 them, but I do submit as a matter of prudence that we are 
 not taking quite the best course in our own interest, to 
 speak disparagingly of the article we have to sell. We 
 have a valuable article to sell, and if we cannot make a 
 
24 
 
 bargain with the Canadian Confederation we can fall back 
 upon the policy originally marked out, and if need be, 
 adopt the course indicated by the previous speaker, namely, 
 to incur some large expenditure, but I hope the proprietors 
 will bear in mind that expenditure must affect their own 
 dividend. 
 
 Mr. Skinneu : I believe, gentlemen, that the feeling of 
 the proprietors must be that thev have embarked in this 
 Company, not to carry on a fur trade but to realize valuable 
 property. I did not embark in it as a fur trading operation, 
 and I think all the energies of the Committee, assisted as 
 they will be now by the feeling of the general body of the 
 proprietors, must be directed to realizing the land to the 
 utmost. Whether that is to be done by negotiations or by 
 the course suggested by the last speaker, is a matter which 
 must be left in abeyance. I hope the Committee will not 
 entertain for a moment any proposition coming from the 
 Canadian government, which will involve us in surrendering 
 our rights without ample consideration. I am induced to 
 make this remark, in consequence of what has been stated 
 in a circular issued by a very respectable member of the 
 Company. I read with great distrust and apprehension 
 that there was really such a proposal before the Committee, 
 that we should, without consideration or with some very 
 remote consideration, not appreciable by the Company, 
 surrender our valuable territorial rights. As to our title to 
 the land, there can be no question about it. It has been 
 challenged repeatedly, and repeatedly confirmed. We did 
 not want the Act of Parliament of last session to confirm 
 it. I agree with the last speaker, that the Act places the 
 Company in a better position, because power is given to 
 guarantee interest upon the money that may be paid to us 
 for the purchase of our rights. I should be loth to encou- 
 rage any proposals from the government which are not 
 based upon giving the Company ample pecuniary consid- 
 V. ration. 
 
25 
 
 Mr. Sewell : It will be in your lordship's recollection, and 
 I think in the recollection of your lordship's colleagues, that 
 the vote of the shareholders to which you have referred as 
 supporting the policy of the directors in non-colonization 
 against the expressed wish of a large number of share- 
 holders on the other side, was not taken upon the merits 
 of the thing itself, but was made on the part of the Com- 
 mittee a question of confidence. I am averse ever to 
 depart from the motto '' De mortuis nil nisi honum," but 1 
 must say with reference to your predecessor that he took 
 me personally and my colleagues by surprise when at the 
 meeting which followed our interview he did make it a 
 question of a vote of confidence. I had put that question 
 to him in something like these words : " We should be 
 very sorry to do anything which would induce any resigna- 
 tion on the part of the Committee." I felt very strongly 
 at that time that we were very much in the position of 
 men who had embarked everything they had on board 
 some vessel with a well-known captain and crew. We 
 had embarked £2,000,000 of property unuer the idea and 
 in the hope that we should be carried to some El Dorado, 
 but after months of disappointment and weariness and 
 storms we came, as it were to the captain and said, " Will 
 you tell us why we do not get to land ?" Then you turn 
 round and say, " If you do not confide in us we will leave 
 the helm and you shall carry the vessel whither you will. 
 You are no sailors and you will all go to the bottom." 
 That is what I felt to be the practical course pursued by 
 any board of direction who upon the just representation 
 of their shareholders turn round and say, " If you do not 
 trust us take the matter into your own hands." My lord, 
 I speak for myself and I speak conscientiously. We are 
 not accustomed to see the value of our property depreciated 
 in this way. What we complain of is this : there is a page 
 in the history of this Company which the Committee have 
 
!i 
 
 26 
 
 never revealed to the shareholders. I do not wish to 
 bring any charge against your lordship or any of your col- 
 leagues, but when rumours are made that large sums have 
 been taken out of the capital of the Company and given 
 for compensation or something of that kind, we should 
 like the Committee to place confidence in the shareholders 
 and be willing to explain it. If it is all clear there is no 
 reason why it should not be explained. You ask from us 
 implicit confidence. We should probably support you in 
 all that you are doing. But we are kept in the dark, but 
 some morning we may find in some Canadian newspaper 
 that this territory has been made over to the Government 
 for some inadequate price. If Mr. Newmarch had read 
 the prospectus carefully he would have seen that there 
 would be no subtraction from our dividend in consequence 
 of colonization. The prospectus says that the Committee 
 began with a handsome sum of £370,000 for the express 
 purpose of extending the operations of the Company. 
 Where is that sum ? Of course it is amongst the assets of 
 the Company, but if you are not going to colonize I beg to 
 suggest that you ought to give us back that money. You 
 have more capital than you want, and I am sure you would 
 meet the wishes of a large body of the shareholders if you 
 would return it. In the view of an entire abnegation of 
 the colonization scheme, I would move that the Committee 
 should take this subject into consideration and see whether 
 the capital of the Company could not be diminished. 
 
 Mr. Brodrick : I should like to say a few words upon 
 the question of the Oregon territory. It is said that my 
 Lord Stanley has been spoken to on the subject. The 
 matter is in an extraordinary position, but still I feel that 
 the Governor cannot be held responsible for laches com- 
 
27 
 
 Ion 
 
 he 
 lat 
 
 mitted with regard to those claims. It may be difficult to 
 induce Secretaries for the Colonies to act in the executive, 
 and produce the results that might be expected ; but I 
 am sure that you will allow that a single word said in 
 Parliament in asking for papers and showing that there 
 was a negotiation between the Imperial Government and 
 the States Government, would have brought the matter 
 to book. 
 
 The Chairman : I am unwilling to take up the time of 
 the proprietors by entering upon a matter very simple in 
 itself. The question of our claims in the Oregon territory 
 was so far settled three or four years ago that a convention 
 was concluded between the States Government and the 
 Government of the Queen, by which commissioners were 
 appointed to regulate the claims. But a commission 
 often goes on very much like a Chancery suit. I do not 
 believe that the business has been neglected, but it trails its 
 slow length along. It ought to have been settled long ago. 
 
 The Deputy-Governor : Some reflections have been 
 made with reference to the interests the directors may have 
 had in the exchange of this property, which render it de- 
 sirable for me to enter into some explanations. This Com- 
 pany was brought out by the International Financial 
 Society, and most of the present directors were solicited by 
 them to become directors. They had nothing whatever to 
 do vvith the bargain between the old Hudson's Bay Com- 
 pany and the Financial Company. Whatever that bargain 
 may have been, we are not in the secret, and are not in any 
 way responsible for it. None of the directors here were 
 holders of the old Hudson's Bay Stock to any large 
 amount. And as to the New Stock they have never 
 held more than a moderate amount. We were solicited 
 
28 
 
 to become directors, and an early application was made 
 to me, thinking I knew sometliing about the fur trade. 
 I was able to make conditions with reference to our 
 joining the Board. And what were those conditions ? The 
 International Financial Society bought this property for 
 j£l, 500,000, and, in the prospectus, they demanded 
 £2,000,000. I told them I could not consent to £500,000 
 being made by the transaction, and that they must pay 
 to the Hudson's Bay Company £200,000 in cash, other- 
 wise I could not consent to become a director; and, 
 further, they must guarantee that the money should all be 
 raised. They entered into those obligations ; and, in order 
 to carry them out, what did they do ? They thought it de- 
 sirable to keep a large number of the shares, which were 
 finally sold at a discount, leaving them a very moderate 
 profit on the transaction. With regard to the statements 
 made in the prospectus, what were they ? It was stated 
 that the previous business held out a prospect of 4 per cent, 
 per annum dividend. Well, we have paid 4| per cent. 
 There was a clause with reference to colonization ; but, 
 after the directors obtained information about the manage- 
 ment of the business in the interior, the expenses required 
 to make roads, build steam-boats, and, above .'II, to supply 
 provisions to the new settlers, they found that it would be 
 necessary to spend a large portion of the available capital 
 of the Company for that purpose. They felt that, if they 
 waited, the property would increase in value, and they 
 would be able to get a return for their money, otherwise 
 they might lose the whole stake ; and, in their desire to do 
 what was best for the interest of the proprietors, they issued 
 a report and circular, stating their views, and asking the 
 proprietors to vote with reference to colonization. The 
 
29 
 
 gentleman who last spoke said it was a question of confi- 
 dence. Sir E. Head may have said that the directors would 
 retire in case another policy was carried out. Very likely 
 they would have done so, because they would have felt 
 that they were no longer able to manage the affairs of the 
 Company successfully, and would desire to leave them to 
 other hands. Sir E. Head honestly did what he thought 
 best for the interest of the shareholders ; and I do say that, 
 if we had thus early carried out the proposed policy of 
 colonization, instead of your getting 4 per cent, dividend, 
 you would have had none at all. There is no doubt 
 whatever that you are not in a worse position for not 
 having early carried out that policy. There may come a 
 time when it may be necessary to alter our plans. At 
 all events we should not have done our duty towards 
 you if we had attempted colonization prematurely in the 
 way that several gentlemen have recommended. 
 
 A Shareholder : What has become of the £370,000 ? 
 The Deputy-Governor : The working capital of the 
 business has increased and must necessarily increase. The 
 stock of goods in hand is larger. We bought several new 
 ships, and it is impossible to carry on the trade from year 
 to year without some increase in the capital. All the 
 money we have is employed, — fully employed. 
 
 The Chairman : 1 agree with Mr. Newmarch that it 
 would be to the last degree unwise, in this room to depre- 
 ciate the value of the territory we possess. I believe that, 
 far from our territory being worth less than it was a few 
 years ago, it is worth more, and for this simple reason. 
 The territory adjoining ours, principally occupied by the 
 State of Minnesota, has been in rapid process of coloniza- 
 tion, "and naturally, as colonization approaches nearer to 
 
m 
 
 
 li 
 
 our border, the time comes more near when our land will 
 be available for settlement. I should have said, in addition 
 to what has been mentioned as an objection to the coloni- 
 zation scheme, that it has always struck me, that even if 
 this Company could, — I do not at this moment wish to 
 express an opinion upon the matter, which would require 
 very mature examination, — even if this Company could 
 embark in a scheme of colonization, it never could be 
 profitable to embark in it until the settlement has nearly 
 reached our border. It is quite obvious that, whenever the 
 day comes that the whole of the Territory of the United 
 States bordering upon our own possessions is completely col- 
 onized, there will be a natural overflow of settlement into 
 our territory, and if we should still hold the territory, that 
 is, if we should not be able to make a satisfactory bargain 
 for parting with it to the Canadian Confederation, the 
 question of colonization would then assume a different 
 aspect. I say that, because 1 should not like it to go forth 
 to the world that it is the opinion of the Committee or of 
 the shareholders, that the Company possesses no alternative 
 whatever but that of parting with its property, at any 
 sacrifice, to the Canadian Confederation. Our view and 
 policy is this : it has always been stated in the previous 
 negotiations that have taken place by the C<^mmittee, that 
 this Company would not stand in the way of any reason- 
 able arrangement which might be drijred by the govern- 
 ment : and I think we are bound not to do so. As trustees 
 of a large portion of territory under the Queen, it would be 
 quite useless for us to suppose that we could permanently 
 stand in the way of an arrangement which Parliament and 
 the government might think neiassary for the colonization 
 of so great a territory, but this I am quite sure we have a 
 
 I 
 
31 
 
 right to insist upon, namely, that if we are to be put aside 
 
 we shall reccve, as aU bodies in si™i,ar circumstances do 
 
 ece ve m th,s country, which is pre-eminently distinguished 
 
 for .ts respect for proprietary rights, a just and fair c:mpen- 
 
 TheCHAiBMAN: I have "ow to submit another motion 
 to t us meetmg,v.., that Mr. Wdlian. Quilter beappoin ed 
 
 -I- ....... Xr t'zzrzi:t 
 
 ''""'■" ''- ^'S-fi^d his desire not to be proposed it' 
 as aud,tor, and the Committee are of opinio' tha isT 
 necessary to suggest to the shareholders to elect any per ot 
 n ns place. His salary of £150 a year will thus b'e' ed 
 he Company. It will be sufficient that the professi ,at 
 
 p"^t,:eT::r-'^'-^^'--^'''-".»rta„t 
 
 The motion was carried unanimously 
 A vote of thanks to the chairman having been parsed 
 and duly acknowledged, the meeting adjourned. 
 
 H. K. c.„„o.s- & so., r^^^^^Tz:^;;;;;;;;^;:;^^