RT Tanner & Co Ltd

Mr Griffithes stated that the Company was incorporated on the 15th inst. And that all necessary documents had been filed with the Registrar of Joint Stock Companies and that the Office of the Company had also been registered as situated at 16 Dorset Street.

At a meeting of Directors held at the British Vice Consulate, Boulogne sur Mere in the Republic of France on Saturday the 18th day of January 1908 at 3 o’clock in the afternoon.

Mr W.A.Tanner submitted an agreement between Messrs W.A.Tanner, F. Garrett and A. Tanner of the one part and R. T. Tanner & Co. Ltd of the other part being an agreement for the sale of the business of Messrs R.T.Tanner & Co. to R.T.Tanner & Co. Ltd.
Resolved that such Agreement be adopted and that the Common Seal of the Company be affixed thereto.

The Common Seal of the Company was accordingly affixed thereto in the presence of Mr. W.A.Tanner and Mr. F. Garrett

Resolved that the Ordinary Shares numbered 55001 to 55007 be and are hereby allotted to the seven signatories to the Memorandum of Association as follows:

Ernest Arthur Helling	share no 5501
Arthur Eames	share no 5502
Walter Freire Marreco	share no 5503
Leonard Vincent Houseman	share no 5504
Arthur Tanner	share no 5505
Frant Garrett	share no 5506
William Anthony Tanner	share no 5507

Resolved that in pursuance of the agreement of the 18th Janaury 1908 made between Messrs W.A.Tanner, F. Garrett and A. Tanner of the one part and R.T.Tanner & Co.Ltd of the other part, the following shares be and are hereby allocated to the Vendors under such agreement and their nominees as follows and that the Allottees be entered in the Register of Members as the holders of such Shares respectively

To W.A. Tanner	7000 1st Pref. Shares	Nos 1 to 7000 both inclusive
To W.A. Tanner	25,120 2nd Pref. Shares	Nos 15001 to 40120 both inclusive
To F Garret	600 2nd Pref. Shares	Nos 40121 to 40720 both inclusive
To A Tanner	5678 2nd Pref. Shares Nos	40721 to 46398 both inclusive
To W.A.Tanner	2399 Ordinary Shares	Nos 55008 to 57406 both inclusive
To F Garrett	2399 Ordinary Shares	Nos 57407 to 59805 both inclusive
To A Tanner	799 Ordinary Shares	Nos 59806 to 60604 both inclusive
To H.S. Pearsall	399 Ordinary Shares	Nos 60605 to 61003 both inclusive
To A Eames	399 Ordinary Shares	Nos 61004 to 61402 both inclusive

Resolved that the Seal of the company be affixed to an application for a Patent for an apparatus for manufacturing newspaper wrappers and that Messrs Boult, Wade & Tennant be appointed the Company’s agents to make application for such Patent. The Seal of the Company was accordingly affixed in the presence of Mr A Tanner and Mr A Eames
The Assignment of the Lease of 16 Dorset Street between Messrs W.A.Tanner, F Garrett and Arthur Tanner of the one part and Messrs R.T.Tanner & Co. Ltd of the other part was submitted. Resolved that the Seal of the Company be affixed thereto.
The Seal was accordingly affixed thereto in the presence of Mr A Eames and Mr W A Tanner as Directors and Mr .J. Bird as Secretary

Minutes of the Statutory General Meeting held at 16 Dorset Street, London E.C. on the 9th day of March 1908

The Secretary read the Notices convening the meeting.
Mr W.A.Tanner having submitted the Report which had been sent to all the shareholders it was proposed by Mr Garrett, seconded by Mr Pearsall, and carried unanimously that the same be approved.

Proposed by Mr Garrett, and seconded by Mr Arthur Tanner that Messrs Marecco & Co be, and are hereby appointed Auditors to the Company for the ensuing year at a fee to be agreed upon by the Directors.

A vote of thanks was accorded to Mr W.A. Tanner for presiding at the Meeting

W A Tanner (Chairman) May 6 1908
A Eames
F Garrett

At a meeting held at 16 Dorset Street London E.C. on the 24th day of March 1908

Mr Helling sent in a transfer of his shares and share No 55001 was transferred from Mr E A Helling to Mr H S Pearsall, accepted by the Company, and duly registered in the books of the Company.

The following accounts were discussed with a view to insurance viz:
Percival Marshall, Marshall Brookes & Chalkley Ltd and Cassell & Co. Ltd.

It was proposed that Mr Manistre should go to Paris at Mr Hewetts request in about two or three weeks time.

The question of special Note Paper was raised.

Proposed that S J Fraser and Thorburn Bain & Co be asked for estimates for making new card books

Mr E Frampton was authorized under the Seal of the Company to swear to Proofs of debts in the High Court of Justice on our account.

A vote of thanks was proposed to the Chairman by Mr F Garrett and seconded by Mr H.S. Pearsall

At a Meeting held at 16 Dorset Street London E.C. on May 6 1908. Mr W A Tanner in the Chair

The account of F J Shaw & Co was discussed and it was arranged that credit should be limited to £1000. Decided to write them accordingly.
A benefit sheme [sic] was suggested which is to be gone into at a later date
It was decided to subscribe to the Bookbinders Pension Fund the sum of £5.50.0 and to the Printers Pension Fund the sum of £5.5.0
The question of new offices for H.J.Osborne & Co was raised, but on this being stated that the profits are apparently too small at present to warrant any extra expense being incurred in that direction it was deemed expedient to leave the matter in abeyance or until Mr Osborne should be next in London.

At a Meeting held at 16 Dorset Street E.C. on May 29th 1908

Proposed that we write to several Mills asking if they have any new Papers of which we could make a speciality or leading line.
Decided to push the sale of Patent wrappers in the provincial centres of publication by writing Publishers, and sending samples.
Travellers salaries and commission were discussed when it was agree to allow commission at the rate of 3¼%.
Agreed to allow Mr Scruby £2 per month towards the expenses of a motor car to be bought and paid for by himself, and of which he will take entire risk, responsibility, and additional expense.
Suggested a man be employed to make the trade enquiries which are at present done by two lads unsatisfactorily.

At a Meeting held at 16 Dorset Street E.C. on June 19th 1908

Sympathetic reference was made to the late Mr W A Tanner who died on Sunday June 14th 1908. Mr Garrett took the Chair and the minutes of the previous meeting were read, and confirmed.

Mr Garrett stated that he had written to the Union Bank and acquainted them that the remaining Directors would now sign all documents in connection with the business of the firm, and that we had a letter acknowledging receipt of same.

Re Debenture of £1000 held by the Capital & Counties Bank, for money lent to the Adhesive Dry Mounting Co. Ltd for which R T Tanner & Co Ltd are responsible and which the Capital & Counties Bank requested should be taken up on the 4th July.

Mr Garrett was asked to see the Manager of the Bank with a cheque for £500 to take up half the said debenture, and to ask the Manager to allow the balance to stand over for a further year.

Proposed by Mr Garrett and seconded by Mr Tanner, and carried unanimously that Mr Garrett be requested to arrange with Mr Statham a scheme for settling with Kodak the matter of the Adhesive Dry Mounting Co. Ltd on the times that arrangements should be made if possible with Lecrepeas Freres and Charles Cormeau the other principal shareholders in the A D M Co to acquire their holding of shares for a sum not to exceed £1000. If this can be carried out Mr Statham to be asked to endeavour to arrange with Kodak for them to acquire 5990 shares in the A D M Co for as large a sum as can be got, such sum not to be less that £1500.

Proposed by Mr Eames and seconded by Mr Pearsall that Mr Garrett see the Manager of the Union Bank and explain to them how by Mr Tanner’s Will the Capital is allowed to remain in the business, but it would be a convenience to the Company for the present if the Manager will consent to allow the balance of the loan now standing to remain without further deduction.

Resolved that Mr Eames be entrusted with the charge of the Buying Department.
A letter was read from Mr Marecco in which he stated that the books of the Company should be properly audited by them and that for so doing their charge would be £200 per annum. A further discussion on this matter was postponed until the next meeting, and the Secretary was requested to buy the Companies Acts for 1900, and 1907 to ascertain what it was incumbent upon them to provide in the way of auditing accounts to meet the requirements of the Act.

At a meeting held at 16 Dorset Street E.C. on October 7th 1908

It was resolved that the Common Seal of the Company be affixed to an agreement between Mr H J Osborne and R.T.Tanner & Co.Ltd which was accordingly done.
The said agreement beareth the date

F Garrett 1 Nov 1908
A Eames

At a special Directors Meeting held at 16 Dorset Street E.C. on Nov 5th 1908

A proposal was received from Mr Osborne to purchase the Preference and Ordinary Shares held by R T Tanner & Co Ltd in H J Osborne & Co Ltd for the sum of £3,500 and an agreement to this effect was submitted to the Directors as under.

Mr Osborne proposal was that he should carry on the business in as economical a method as possible, not drawing the sums he was entitled to in the way of salary and commission but only such sums as may be absolutely necessary for his expenses in order to enable him to pay the amount agreed upon to R T Tanner & Co Ltd. His plan as set out seemed the best method of working the business for all concerned, and the Directors agreed to the proposal, instructing Mr Bird to write a letter to Mr Osborne stating that in view of the note in the agreement that at the end of December 1909 if the £500 is not paid on account of the Purchase Price that R T Tanner & Co. Ltd must give three months notice to terminate the business. That it is understood that such notice be deemed to have been given, and that it shall be terminated as on the 31st Dec 1909.

It is hereby mutually agreed between us that the shares in the above Company held by or belonging to R T Tanner & Co Ltd being Five thousand Preference and Seven hundred and three Ordinary Shares all of one pound each (fully paid) shall be acquired by Mr Osborne for three thousand five hundred pounds subject to the following conditions:

• Purchase to be completed within forty eight months from 31st December 1908 subject to payment of the following sums on account namely £500 within one year from 31st December 1908, a further £800 within two years from that date, [June 1911] a further £1000 within three years from that date [June 1912], and a further £1200 within four years from that date [June 1913].
• A Proportionate number of Preference and Ordinary Shares to be transferred on payment of each of the above mentioned sums together with interest at the rate of five per cent per annum on the first two instalments and on seven hundred pounds of the third instalment, the remainder of the purchase price not bearing interest which interest is to be calculated as from 30th September 1908 to payment subject to Mr Osborne being credited with profits as from that date and
• Mr Garrett to remain a Director until payment of the whole purchase price with another Director to be nominated by Mr Osborne. Mr Osborne also acting as Managing Director with absolute power of Management.

This arrangement to be subject to cancellation in case default shall be made in payment of any instalment of purchase price on expiration of three months notice from Messrs R T Tanner & Co Ltd of their desire to cancel failing payment of amount in arrear prior to expiration of such notice.

At a meeting of Directors held at 16 Dorset Street C.C. on November 6th 1908

The minutes of the previous meeting were read and confirmed and the Seal of the Company was affixed to the agreement made between Mr H J Osborne and R T Tanner & Co Ltd and the signatures of the four Directors appended thereto.

Mr Garrett read to the Directors the minutes from the Minute Book of the Adhesive Dry Mounting Company Limited of the Meetings of the Adhesive Dry Mounting Co Ltd held on the 3rd and 6th November in which appeared the details of the settlement with Messrs Kodak Ltd in regard to transfer of Shares, appointment of Directors, and the method of carrying on the manufacture of the Tissue.

The arrangement made by Mr Garrett in regard to these matters was approved by the Directors unanimously.

F Garrett 24 December 1908
H.S. Pearsall
A Eames

At a meeting of Directors held at 16 Dorset Street E C on the 24 December 1908

Mr Garrett proposed that Mr A Tanner’s remuneration as Director be increased to £600 per annum this was seconded by Mr Eames & carried.
Mr Garrett proposed that Mr H S Pearsall’s remuneration as Director be increased to £600 per annum: this was seconded by Mr A Tanner & carried.
Mr Garrett proposed that Mr A Eames remuneration as Director to increased to £600 this was seconded by Mr H S Pearsall & carried.

Mr F Garrett intimated his intention of taking up his proportion of the shares belonging to the late Mr W A Tanner at a price to be fixed by the Accountants and Mr A Tanner also said that he would take up his proportion of the same.
Mr Garrett intimated his desire to dispose of 400 of such shares when they shall have been allotted to him & offered them to A Eames. H S Pearsall & A Eames respectively each of whom refused to buy them, & consented unanimously to the 400 shares being sold to Mr Frank Anthony Garrett.
Mr Garrett informed the meeting that he had not received final accounts to 31 March last from the Accountants
F Garrett 15 Feb 1909
A Eames
A Tanner
H S Pearsall