IMAGE EVALUATION TEST TARGET (MT-3) iio 1.0 t w 1.25 :;IIIM ||||25 12.0 illlis u mil 1.6 'W ^ //, /: ^ '^i ' //j Photosraphic Sciences Corporation ■%, rss iv^' A A # <^ ^^ m ^ *«. "^"^ <^ a^ 23 WEST mAn'! »»-?-"-. WEBSTER N". 14580 (716) 872-4503 f^.. ^ ^ ^ '^ CIHM/ICMH Microfiche Series. CIHM/ICIVIH Collection de microfiches. Canadian Institute for Historical Microreproductions / Institut Canadian de microreproductions historiques ^ I - Technical and Bibliographic Notes/Notes techniques et bibliographiques The Institute has attempted to obtain the best original copy available for filming. Features of this copy which may be bibliographically unique, which may altar any of the images in the reproduction, or which may significantly change the usual method of filming, are checked below. □ Coloured covers/ Couverture de couleur □ Covers damaged/ Couverture endommagee □ Covers restored and/or laminated/ Couverture restaurie et/ou peiliculie □ Cover title missing/ Le titre do couverture manque □ Coloured maps/ Cartes giographiques en couleur □ Coloured ink (i.e. other than blue or black)/ Encre de couleur (i.e. autre que bleue o*j noire) □ Coloured plates and/or illustrations/ Planches et/ou illustrations en couleur n n n Bound with other material/ Relii avec d'autras documents Tight binding may causa shadows or distortion along interior margin/ Lareliure serr^e peut causer de I'ombre ou de la diatorsion le long de la marge int^rieure Blank leaves added during restoration may appear within the text. Whenever possible, these have been omitted from filming/ II se peut que certaines pages blanches ajouties lors d'une restauration apparaissont dans le texte, mais, lorsque cela etait possible, ces pages n'ont pas 6t6 film^es. Additional comments:/ Commantaires suppldmentaires: L'fnstitut a microfilms le meilleur exemplaire qu'il lui a 6ti possible de se procurer. Les details de est exemplaire qui sont peut-etre uniques du point de vue bibliographique, qui peuvent modifier une image reproduite. ou qui peuvent exiger une modification dans la m^thode normale de filmage sont indiquds ci-dessous. □ Coloured pages/ Pages de couleur □ Pages damaged/ Pages endommagdes □ Pages restored and/or laminated/ Pages restaurdes et/ou peillcul^es r~~V^ages discoloured, stained or foxed/ L^ Pages ddcolor^es, tachetdes ou piquees □Pages detached/ Pages ditachdes r~U^howthrough/ Ll^u Transparence r~l Quality of print varies/ Quality in6gale de {'impression Includes supplementary material/ Comprend du materiel supplementaire r~l Only edition available/ D Seule Edition disponible Pages wholly or partially obscured by errata slips, tissues, etc., have been refilmed to ensure the best possible image/ Les pages totaiement ou partiellement obscurcies par un feuillet d'errata, une pelure. etc., ont 6x6 filmies 6 nouvea i de facon i obtenir la meilleure image possible. This item is filmed at the reduction ratio checked below/ Ce document est filmd au teux de reduction indiqui ci-dessous. 10X 14X 18X 22X 26X 30X y 12X 16X 20X 24X 28X 32X The copy filmed here has been reproduced thanks to the generosity of: Metropolitan Toronto Library Canadian Hiitory Department L'exemplaire film6 fut reproduit grSce d la g6n6rosit6 de: Metropolitan Toronto Library Canadian History Department The images appearing here are the best quality possible considering the condition and legibility of the original copy and in keeping with the filming contract specifications. Les images suivantes ont 6t6 reproduites avec le plus grand soin, ccmpte tenu de la condition et de ia nettet6 de l'exemplaire filrn^, et en conformity avec les conditions du contrat de filmage. Original copies in printed paper covers are filmed beginning with the front cover and ending on the last page with a printed or illustrated impres- sion, or the back cover when appropriate. All other original copies are filmed beginning on the first page with a printed or illustrated impres- sion, and ending on the last page with a printed or illustrated impression. The last recorded frame on each microfiche shall contain the symbol ^♦^ (meaning "CON- TINUED"), or the symbol V (meaning "END"), whichever applies. Maps, plates, charts, etc., may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, as many frames as required. The following diagrams illustrate the method: Les exemplaires originaux dont la couveaure en papier est imprim6e sont film6s en conmenqant par le premier plat et en terminant soit par la derniii/e page qui comporte une amprainte d'impression ou d'illustration, soit par le second plat, salon le cas. Tous las autras exemplaires originaux sont filmis en commen^ant par la premidre page qui comporte une empreinte d'impression ou d'illustration et en terminant par la dernidre page qui comporte une telle empreinte. Un des symboles suivants apparaitra sur la dernidre image de cheque microfiche, selon le cas: le symbole —*> signifie "A SUIVRE", le symbole V signifie "FIN". Les cartes, planches, tableaux, etc., peuvent dtre filmds d des taux de reduction diffdrents. Lorsque le document est trop grand pour dtre reproduit en un seul cliche, il est tilmd i partir de Tangle sup6rieur gauche, de gauche d droite, et de haut en bas, en prenant le nombre d'images ndcessaire. Les diagrammes suivants illustrent la mdthode. 1 2 3 1 2 3 4 5 6 I iifrmMiiovitaKmxMtMmaaKaovaKiOilimVKBaavnfiaKmKKWiiKm ia«iiBm<»Hii«naKZii9rHMHH^BW>fQfi«HD( ^ k/ ^i / r i 4 !i»a!Q8n!SIK£1 i b i ! i - L E T r E II TO TUK STOCK IIOLDEUS nv rrir. PKOMNCIAL INSi HAXCE 00. OF CAXADA, ' ^ ur A M. (VL A HK '^^4^1^ I TOTlOiSTo : MAt'LEAK \ CO., i'JllNTEKS, 17 .V i!t KiN<j ynti;rr kast. 1 I Mht m LETTER TO THE STOCKHOLDERS OF TUK PROYIKCIAL IKSUEAliCE CO. OF CANADA, BY A M. CLARK. m TORONTO : MACLEAR & CO., PRINTERS, 17 « 19 KING STREET EAST. 1858. cO'O-^'^r^v^:) W2l ,Sj5 WI«JHllL«:«UJU»6.«aiSiF JXMtTS f TO THE STOCKHOLDERS OF TUB PROVmCIAL INSURANCE COMPANY OF CANADA. Gentlemen : Three years ago a combination was secretly formed against me, through the misrepresentations of a discarded Agent of the Company,' and a few discontented or jealous individuals, who, taking advanta-e of the severe losses unavoidably sustained by this Company (in com- mon with underwriters in all parts of the world at that period), suc- ceeded in prejudicing your minds so far, that I was ejected from a seat in your Board, which I had held from the formation of the Company in 1849, during which period I had been President of the Company for more than five years. Conscious of having served you faithfully, and of having de- served different treatment, I submitted patiently to my fate, though owning by far the largest amount of stock held by any individual, viz., £25,000; but ere nine months had passed I was re-called to fill a vacancy, by the unanimous vote of the Board. This was oa the 5th of May, 185G, since which time I have given that attention to the business of the Company which my large stake in it would lead you to expect. But I now learn that an attempt is to be made at the coming election to deprive me of all share in the management of the large amount I unfortunately own in the Company ; and that to effect this, the party concerned will avail themselves of the false, but hitherto unrefuted accusations made against me at the election of 1855. It is therefore due to you, as well as to myself, that I should prove to your satisfaction that those accusations which produced so unfavorable an impression on your minds against me, were either unfounded m fact, or chargeable to others rather than to myself To do this, I must quote freely from the Records of the Company, and this I am entitled to do, rather than suffer falsehood to prevail orer truth— ond being aJdrcsscd to none but Sharclioldcrs it is clearly no breach of confidejice. ' The charrres a-ainst mo are, as T understand, that I introduced the payment of Bonuses and Dividends when there were no nn.fif. ^ used niv olVi' i,i desi'rnation and benefited largely tlieroby ; lb of President of the Company, in 18^1, to .strengthen iny 7wrc rod it at the expense of that of the Company; and that I extended the business of the Company to Europe and the United States, particu- larly to New Orleans, a'ld resisted the wishes of the JJoard to with- draw from the latter place when it was found to be unprofitable. The Board of the Provincial consists of Eleven members, and the President has no more power in carrying measures, than any other Director, excepting the casting vote where the votes are even. Un- less, therefore, it can be shown that objectionable measures were carried by the casting voio of the President— or that he had such influence over the majority of the members, that they followed him "hke a flock of sheep," it is clearly unjust to blame the President of a Company, for objectionable or unsuccessful measures, more than any other Director. If mismanagement did take place, let me share the blame cqualfj/ with others ; but if I show, as I intend to do that those very measures for which I have been made the scape--oat' were carried without a division even, whilst my influence wits so small that I could not prevail upon the Board to adopt n.oasures of a conservative nature, when strongly pressed upon them, or to alter the faulty mode of estimating profits introduced by Mr. O'Brien then you will at length do me justice. I shall begin with the Bonus question, The Proprietary Branch of the ';ompany commenced in 1850 and on the 2ad of April, 1851, I find from (he Minute Book that a resolution was moved by Mr. Howard, seconded by Mr. Perrin, and resolved, " that in consideration of the responsibilities assume'd by the Stockholders in joining the Company in its incipient state a Bonus from the Cmh or Preminm fund of 5 per cent, on the sub scribed capital be' deelared-the said Bonus not to be paid out in cash, but to be appropriated as an instalment to be added to their paid up stock, and to bear dividend the same as the stock paid for in cash." This was at the rate of 100 per cent, on the paid up capital. V^ and Tlie President was the only n.en.ber who opposed this resolution, as he did every subsciuunt resolution for a «unus. 19th June, IS,-,]. -Mr. IhwKs gave notice, motion for a Bonua of 5 per cent, on the subscribed eapitiii. 3rd Dee.. 1851.-Move<l by Mr. IJow,:> and Atk.vson, that a Bonus of per cent, ho deolare.l ; carried in amendment for only 2^ per cent on the subscribed capital. 30th Doc 1851.-Moved by Messrs. IIowaru and PKR«i.v_That a Dividend at the rate <d 8 per cent, be declared-Curried. 23rd June. 18r,2.-A DiviJend at the rate of 10 per cent, was declared, on motion of MessrH. Camekov and Pekrin. 21st Dec., 1852.-Moved by Mr. Uowks. seconded by Mr. MoRRrsox, that a Dividend be declared at the rate of 12 per cent, per annum and a Bonus of 5 per -- to • applied to increase of capital. ' 29th iVov.. 185.3.— 7Tove" )WEs, seconded by Mr. Crawford, ■er cent, on the subscribed capital fyear was declared, at the rate and Resolved, that i be declared. 20th Dec, 1850.— A DlviJ. . of 10 per cent, per annum The above was the last Bonus declared, and up to Ihat date I was a subscriber to the capital stock of only .305 shares ; but in two or three months after its discontinuance I was owner of 1250 shares, or £2;:.,000. I had not only opposed the ]Jonus system, but I used all the influence I possessed, bul in vain, to induce the IJoard to form a Stn/dn;; Fund, the best safeguard, in times of pressure, of Insurance and Bunking Institutions. It is not usual for a President to move resolutions himself; ho has to find a member who, agreeing ^vlth hnn on the point, will move it for iiim. I had often pressed the subject on the notice of the Board, without effect; but when about to proceed to England in 1853, I got the late Mr. Atkinson to take up the question, and the following entry appears on the Jlinutes. 14th June, 1853.~Mr. Atkinson brought forward a notice of motion Jormerli/ g.ven (and n-ithdrawn, to be brought forward previous to the declaration of a Dividend), respecting the formation of a Re serve fund, to bo f .rmed out of accumulations in the Cash fuud, and in addition to the stock paid up-which. after a full diocussion, was agreed to be /«»-if//er;>o5/jyoHea.' i4th June (the same day).-Moved by Mr. Crawford, seconded by Mr. rEURiN— That a Dividend be declared for the half your, at tho rate of 10 per cent, per annum. The Dividend was declared, but tho proposal for tho Reserve Fund was "agreed to be further postponed." As the Board had very recently extended the business to Hngland, I was the more inipresscd with the necessity for a Koseive fund, and therefore pressed the mat- ter again on their notice, the day before I left for '^^ngland. 17th Juno, 1853.— The sulycct of tho Reserve fund having been tkea up, cue following Resolution was adopted :— Moved by Mr. At'vIM soy, seconded by W. L. Pkrrix, and Resolved— That the sum ot £2,000 (my proposo' was X3,00()) bo set apart from the Cash \ xl- ance for the creation of a Reserve fund— the same to be maintained by periodical appropriations, at the discretion of the Board. Car- ried on a division by a majority of one ! On my return from England six months thereafter, I found that the above llcsolution had never been acted upon, and no encouran-o- ment was given to re-open tho iiubjcct. In 1854, as the business ot the Company became more widely spread, and increased to such aa extent and with such rapidity, I failed not to claim the serious atten- tion of the Board to the danger of so extending the business with- out a corresponding extension of the paid up capital. This I did repeatedly, in writing from the United States, and the answer from Mr. O'Brien was, " the question is deferred lill you return." Oa my return I failed to convince the Board of the necessity of a call on the Stock, to maintain our greatly extended business, encumbered with the heavy losses of the previous year and a half ; tlie Money Market was then easy, but many saw the stringency which succeeded looming in the distance. The call would have been easily met then, but it was d' 'lyed till too 'ate. 27 th May, 18o4.— The President brought before the l?oard the necessity of an increase to the paid up capita! of the Company and a revision of the nrinciple on which 2^rofi(>< hace been hitherto declared—on wliich a Committee, to consist of Messrs. Bowes, McDonell, Perrin and Crawford, was appointed, to investigate ".ud report on the financial statement suhmHted by the President, and also to report on the state of the Office. The Report of tho Committee proposed no immediate increase to the paid up capital, which essential measure for our safety was postponed till the Money market became so stringent, that no accomo- ^ dation was to be had, and few could meet tlio call when made. Yet two half-yearly Dividends, at the rate of 10 per cer* , were afterwards made, according to the old rule of leaving nothing to cover out- standing risks. Tn reference to the Bonuses, in a faithful Report (as far as the data furnished juc were to be depended upon) of the position of the Company, which I drew up in 1855, 1 informed the Board as follows : " The present derangement in the financial statements of the Coni- " pany . clearly traceable to an error committed by the Board at an " curly period of our existence as a Compair . This error consists " of having lost sight of the principle, tlu .\ol iuras accumulated " arc not profits, until the risks on which they were paid have ter- *' minated. Instead of separating the Premiums earned from the " nn-rarncd, and striking a balance between the former only, and the " disbursements, to "scertain the profits — the disbursements were " deducted from the whole receipts of the year, and the balance thus " obtained was treated as profits, out of which large Dividends and " JJonuacs were paid, leaving the large amounts of undetermined " risks uncovered or unprotected by Premiums ! " You may think it strange. Gentlemen, that with so many Mcr. canfile men in the Board, it should have been necessary for an old Army Surgeon to instruct them as above — yet so it was ; and three days after I had submitted that report I was, without warning, ejected from the position I filled upwards of five years, during which period I had frequently received the thanks of the Board, as well as of the Stockholders. I come next to the charge of having used my official designa- tion as President of the Company, to sustain my own credit in the Money market. This accusation was based solely on an auil-.nty to one Cochrane, in February, 1854, to draw upon me r->r a fjw hundred pounds, but which had never been used — the object fc^ which the authority to draw was given having been abandoned with- out any action thereon. No suspicion existed in my mind that I had signed this paper officially, and had I done so designedly, I would certainly have withdrawn the paper when it was not required to be used. Having no evil design I had no suspicion, and in fact no knowledge of having done so. At the meeting cf 1855 this charge was brought against me by Mr. John Cochrane, who had been recently dismissed from his ugency at Quebec, by the unani- mous vote of the Board, his agency having proved' ruinous to the l^ompany. He was pleased to consider me as the cause of his dis~ mjssal and in revenge proauced the note in question, a year and a half afterztwas written, exhibiting the words '' President Provincial Insurance Company/' so like my own handwriting that in the hurry and e.e:tement of the moment, and with so slight an examination of the paper I concluded that it was so, but I have reason to doubt its uthenticity. At all events, I solemnly deny, as I did then knowledge of having so signed my name; but if it was so .•^ed I can beyond a cavil prove, that instead of supporting my own credit by the name of the Company, I was myself the c&ef'suppo ttt Company had to sustain it. ^ ^ f^nfl. H^T *^* ^''^l^^^^^^^ «t°™ «f December, 1853, strewed alon. both banks of the fcL. Lawrence a fleet of Merchantu.en, containing goods insured by v.s exceeding £30,000, the Board requested me to proceed to the scene of the disaster and do my best for the interests of the Company. The generous confidence reposed in me by such unphcit reliance on my judgment, induced me in return, to double ruy stock from £1 000 to £20,000, on the day I left Toronto J Quebec, VIZ the 14th December, 1853. This was intended as an earnest to the people of Quebec and Montreal, of the confidence I had in the stability of ^'le Company, after the extent of our losses was known to me; and what was the result ? Easy terms for the settlement of our losses, and an increase in the year's business, show- ing an increase of Premiums amounting to £89,421 , .gainst £32,008 of the preceding year; and in the year 1855 the increase rolled on till It reached, on 30th June, the enormous sum of £158 269 in Premiums. Was this upholding my own credit at the expense of the Company-or did / uphold the credit of the Company by risk- ing my own ? ^ ^ ^ A few days after the date on which my accuser charges me with !r S'i.nt '"'"'''"^ ^'''^'' ^' '^' '''' '^ "^y ^ffi^i^'l «^S"ature, I adaed £5000 more to my stock, making up the large sum I have ^Iready named, £25,000, on which I paid rp the calls that had been m_ade;-and in July l854, when evil days had come upon the institution, and the Bank we employed withdrew its accommodation and dishonored cheques for small amounts inpayment of dividends' 9 I advanced £3,000 to sustain our cicdit, at G per cent, interest, for th:cc months; and again on the 18th of December, 1S54, Avhcn unable to meet its liabilities, I advanced a further sum of £8,315 ; and on the 20th of January, 1855, the sura of £400,— all repayable at the convenience of the Companij, and bearing only G per cent., when I had investments at 15 per cent, waiting for it. I thus added to the funds of the Company during the year, £4,700 on account of stock, and on loan £11,715, making a total of 1G,415 from my own funds ia aid of the Company. xVnd in two or three weeks from the repayment of the loans, I was ejected from the Board by the stock- holders, with a stigma on my name ! I confc now to the allegation that I was the chief cause of the extension of the business to England and the United States, but especially to New Orleans. In refuting this charge, I by no means wish it to be understood that I did not gi\o my assent to the exten- sion of the business, when I happened to be present at the Board ; for I have always held, and still Iinld the opinion, that a widely spread Insurance business, especially Marine, is safer than one con- tracted within a narrow limit. But as a popular outcry was raised at that time against foreign insurance, especially American, the truth must be told, whoever told the opposite. No man will readily believe that the movers and seconders of resolutions are not respon- sible for the measures they introduce, as the authors or supporters thereof. I shall again take the Minute Book as my guide : 14th June, 1853.— Moved by Mr. Bowes, seconded by Mr. McDoxell, Inasmuch as the President of this Company hns announced his intention of visiting Europe during the present mouth, Resolved That the President be requested to visit the Agencies in England and Scotland, and authorise the extension of the business of those Agencies beyond the present limitation, as may be thought desira- ble ; and also that should he consider it desirable io extend the bun- ness of the Company to Ireland, he be furnished with all the authority this Board can give him for those purposes. No Agency was opened in Ireland. 22nd February, 1853.— Captain Weatiierley returned from New- York, and reported in favor of extending the business of the Company to that city and Wilmington.— Moved by Messrs. Bowes and Craw- ford, That the report of Captain Weatherley on the subject of extending the business to New- York and Wilmington be referred to a special meeting, to be held on the 23rd instant— [the next day.] 10 23rd February, 1853.— The report of Captain "Weatiikulev, referred yesterday to this meeting, was taken up and again read, and Capt. Weatiierley called in and consulted with. After a careful con- sideration of the whole matter referred, the following Resolution was adopted unanimously : —Moved by Mr. Bowes, seconded by Mr. Romxsox, That the President and Secretary be deputed to New- York to make the necessary arramjemenis for opening an Agency in that city; and should they find the information regarding the Wilmington Agency satisfactory, they are authorised to make the appointment ; also such other arrangem-^nts as they may consider necessary for the protection of the Company's interests there. We did not open an Agency at Wilmington. Sth June, 18a3.— Moved by Mr. Bom'es, seconded by Dr. Haves, That James Camehox, Esq., be appointed Agent of the Company at Detroit, on the recommendation of Captain Weatuerlev, and that Mr. Cameron be requested to name an Agent at Chicago. 28th July, 1853.— The report of the Secretary, Mr. O'Brien, on the subject of an Agency at New Orleans for the Marine Department submitted at last meeting, together with the notice of motion by Dr. Haves, having been taken up, the following Resolution was adopted: That Benjamin Florence, Esq., be appointed Marine Agent at New Orleans. I ivas then in England, wlicro I arrived on the ord of July 185;], and did not return to Toronto till about the 10th Xovombcr. Present at the above meeting : Mr. Bowes in the chair, Messrs. Crawford, Hayes, Atkinson, McDonell and Perrin. 23rd August, 1853.— Moved by Messrs. Cramforo and Atkinson, that Mr. Bowes, V. P., and the Secretary, proceed to New-York to make neio arrangements, and to open an Agency for the Fire Department in Philadelphia, and to make enquiry as to extending that branch to other places, Oth September, 1853.— A letter was read from Stephen R. Crawford, Esq., of Philadelphia, recommending B. Florence as Agent at New Orleans. Power of attorney to Mr. Florence waa read and ap proved. • 4th October, 1853.— The report of Mr. Bowes, and the Secretary's pro ceedings at New- York and Philadelphia, were rend and adopted and the following Rcsolulion by Dr. Haves and Mr, Crawiord Avag adopted: That Mr. Stei-uen R. Crawkord, of Philadelphia, be appointed Marine and Fire Agent, in room of Mr. Waterman. 11 Y, referred , and Capt. fireful con- Resolution conded by deputed to an Agency Eirding tbg I make the y consider hero. VES, That mpany at , and that N, on the partment notion by ition was d Marine of July, ovcmbcr. Messrs. SON-, tliat : to make partment t branch ;AwroRn, t at New and ap •y'8 pro idopted ORD AVag ihia, bo AX. Mr. Waterman had been appointed by Staiibuck, the Agent at New-York, and confirmed by the Board. 11th October, 1853. — Moved by Dr. Hayes, seconded by Mr. Perrin that Fire business be added to the Marine, at New Orleans, under Mr. Florence. 22nd November, 1853. — The sum of £200 was ordered to be paid to Mr. Waterman, as compensation for his loss and inconvenience, in hav. ing been superceded as Agent of the Company at Philadelphia. Gth December, 1853. — Moved by Mr. Bowes, seconded by Mr.CRAwroRD That the New Orleans Agency be termed a Branch, instead of an Agency. Gth February, 1854. — On motion of Mr. Bowes and Mr. Crawford, the President was requested to proceed to Chicago to appoint an agent there ; also to visit Cleaveland and the other postf on Lake Erie, and \i deemed advisable by him, to make arrangemeuts for agencies of the Company at such places, to do so. No agents except one at Cleaveland were appointed by me. 27th May, 1854. — On motion of Messrs. Bowes and Crawford, agents were appointed at Boston and Louisville. 28th July, 1854.— Moved by Mr. Bowes that Messrs. Hubbard and Hunt be appointed our agents at Chicago. ' It is thus clearly proved that in the extension of the business to parts out of Canada, I am no more answerable than any other member of the Board. There was not a single division amongst us on the subject, and in the extension of the business to Philadelphia and New Orleans, I had no share, being in England at the time. For every appointment made by the Board, the V. P. Mr, Bowes gave his zealous co-operation, and to him alone belongs the merit or demerit of the Agency at New Orleans. Had he not reported in favour of it, along with Mr. O'Brien, it in all probability would never have been established ; at all events I have been wrongfully accused on this head, by some members of the Board. To shew that the Board was not inattentive to the working of these foreign agencies, j^fior to the Annual Meeting of 1855, it is only necessary to t'Sqt to the Minute Book. 30th Aufust. 1854. — Ordered that the agencies of St. John's, N. B., and at Portland be closed. Ut September, 1854. — Charlotte Town, Princt Edward's Island Aj^encj dosed. fl , { 12 lOlh January, 1855.-Fire b™iness dl^conllm^d at sYm Orkms. Boaul. Ihc bad posU,o„ of tl,o business at Uoston was also prohi- b,tod, and only the best retained, and tl,e agents at Q.u-w! n„ ioric and rb,l„de phia, wore removed. Tbo Glasgow „d i:„cr„a agenoios m Great liritain were also ct<m,l iZl^Tjft •""" '° """S™'"''* ""^''v- on the result of the last year s business, or on our prospcet for the future Our receipts are less than those of the previous year by nearly £1- 000 wh St the salaries for eondueting this innnished busf s' ^^ £874 3s Id. in exeess of the former. True, our Manager inform, U3 in a foot note, that the Surveyor's salary and Mr.^Da tld" llowanee for six months, ineluded iu this aeeount, are now d "eon tinned and that sinee the elose of the year the salaries, .°",„rof »s,000 , but this reduced amount is still ^£240 in eicess of the „r„ vions years salaries, liut why exclude the Inspec 's sli^ ad ^M are t e Stockholders not told the amount o'f said 2^^ t a circular dated 22„d April, 1858, Mr. Starr quoted for your 'info niation from his letter dismissing Mr. Whitmarsh, ,h f rte; Inspector, as follows :-« The gentleman engaged to s eeeed ZZ Inspector comes highly reeonimeudcd, and Vrms part of the L staff; performing while not away on duty as Inspector, the du7i s wh mwe" ° « f ;" "" ''"""" <'«'•"'■"-' 'f ourLsine: , ;: wh m we pay a fixcdsalary ; and we have reason to think this change thlVX:;" '" '" """"^ '" *" f™-'- °f *» "- '—of Is it because this gentleman has not answered the expectation, formed of his fitness for a Marine Clerk that his .salary So7 .s excluded from that of the „^-„ ,„ff to which he belongs / ThU of $8 600 • '*°'' J"'" ^' "" """-■'' "-""S- As the u" of S8,600 IS given as the prcmu (and prob..ble future) amount o7 salaries add to thi.,,200 for the Inspector, and an additio7of «8M to th Managers salary from December next, (under present arran^V^ ment) and you have a total for s.alaries on a business dwindled doTn to a fourth of former years, of $10,000. The dimuni.ion of the business ,s attributed ehieiiy, if not solely, to the pressu h ii O eans. rdor of the also prohi- 'lehcc, New id London le result of ;ure. Our r ^12,000, si u ess are ;er informs Dartnell's )W discon- xdusive of amount of )f the pre- alary, and lary ? In our iufor- le former !ed you as the office ;he duties siness, to is change teres ts of ectations ' (i:300) ? This the sum lount of lof JISOO arrange- ed down of the of the times ; but at the Annual Meeting there may be a more faithful account given of the falling off of the business. Our Manager has dealt largely in inomiscsy but how have they been fulfilled? We are now about six weeks over the UHual time of ilic Annual jMeeting, and iue Board has had neither lialf yearly, nor Quarterly llcturns of the state of our affairs, and at this late period, within eight days of the Annual Meeting, no full, itcvfect and complete Return has been before us, of the state and position of the Company. Yet we have a President (Mr. Howard), a Director (Mr. Whittemore) with nearly similar functions, and a Manager, on a sa- lary of s?3,200 per annum. With regard to this latter gentleman, I feel it my duty to inform the Stockholders, that shortly after his appointment, unfavourable rumours regarding him, reached some of the members of the Board, which, whether true or false, led to a continuance of a precautionary rule with him, which had been introduced towards his predecessor, and which has been continued to this day. On the 15th of July last, a charge was preferred against him to the Board, through me, by a Stockholder, (the Company's late agent at New York) of a grave and serious nature. This charge, whatever opinion might be formed by individual members, of the truth or falsehood of the accusation, ought, in ray opinion, to have met with prompt and decided action against the accused, or the accuser, more especially under the circumstance alluded to above. This course was not followed, but a middle or rather negative one. Whilst the accused took no open means to clear himself from the imputation on his character, perhaps encouraged to treat it lightly, by the free expression of opinions of the falsehood of the charge, uiade in his presence. But even if cleared of all criminality, his inisn)anagement of the case out of which the charge- arose, with other matters, has destsoyed my coi.2donce in the present management. I mean thereby the President and Manager, together. To Mr. Whit- temore I have no objection, if disunited from the others. The present critical position of the Company demands ability and unquestioned integrity in its management, instead of caballing to get rid of a man who dares to take an independent course, without fear, and without favor. The stake I have in the Company is too large u to be trifled with, and I intend, if there is any doubt of a change in he management, to move to wind it up, rather than trust so large a sum to the feeble hands who now rule the Company. I remain, Gentlemen, Your obedient Servant, A. M. CLARK. MACLEAU & CO., rKINTKIlS. 17 4 19 KING STlil^STT^i^t^^ ^ ■ a change in 3t so large a ant, :jlaiik. TO.