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 L E T r E II 
 
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 TUK STOCK IIOLDEUS 
 
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 PKOMNCIAL INSi HAXCE 00. 
 
 OF CAXADA, 
 
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 TOTlOiSTo : 
 
 MAt'LEAK \ CO., i'JllNTEKS, 
 
 17 .V i!t KiN<j ynti;rr kast. 
 
 1 
 
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 Mht 
 
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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.