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RT Tanner & Co Ltd


Board minutes of 1912

At an Extraordinary General Meeting of Shareholders held at 16 Dorset Street E.C. on Tuesday February 20 1912 at 3.30 p.m.

Present:      Mr F Garrett (in the Chair)
                  Mr A Eames
                  Mr H S Pearsall
                  Mr A Tanner
                  Mr G J Bird(secretary)

The Notice convening the meeting was read.

The Minutes of the last General Meeting were read and confirmed.

It was proposed by Mr F Garrett and seconded by Mr A Eames that the Articles of Association be altered in the manner set out in the Notice calling the meeting and this was carried unanimously.

Copy of Notice
Messrs R T Tanner & Co Ltd

12 February 1912
Notice is hereby given that an Extraordinary General Meting of the Shareholders of the above Company will be held at the Registered Offices of the Company, 16 Dorset Street, London E.C. on Tuesday the 20th day of February 1912 at 3.30 pm for the purpose of considering, and if deemed advisable passing with or without modification, as a special resolution, the following extraordinary resolution.

That the Articles of Association be altered in the following manner:
That Article 28 be altered as follows:
On Page 14 the words “Personal Representative or” shall be omitted. There shall be added at the end of Article 28 the following words. In case of a sale of Ordinary Shares by a personal representative, the price of such shares shall be determined as follows.
  • If the Company has during the last three preceding years paid an average dividend of 5% or over on its Ordinary Share capital, the price of the Ordinary Shares shall be fixed at 15/- per share.
  • If the amount available for dividend during the last three preceding financial years, inclusive of any sums placed to the Reserve Fund, or carried forward under the provisions of Article 100 has averaged 3¾% or over but less than 5% on the Ordinary Share capital issued at the date of the death of the holder of Ordinary Shares whose shares have to be sold then the price of such shares shall be 10/- per share.
  • If the amount available for dividend during the last three preceding financial years, inclusive of any sum placed to the Reserve Fund, or carried forward under the provisions of article 100, has averaged 2½% or over but less than 3¾% on the Ordinary Share Capital issued at the date of the death of the holder of the Ordinary Shares, whose shares have to be sold, then the price of such shares shall be 7/6 per share
  • If the amount available for dividend during the last three preceding financial years, inclusive of any sum placed to the Reserve Fund, or carried forward under the provisions of article 100, has averaged less than 2½% on the Ordinary Share Capital issued at the date of the death of the holder of Ordinary Shares whose shares have to be sold, then the price of such shares shall be 5/- per share.

And Notice is also hereby given that a further Extraordinary General Meeting of the Company will be held at the Registered Offices of the Company 16 Dorset Street London E.C on Wednesday the sixth day of March 1912 at 3.30 o’clock for the purpose of receiving a report of the proceedings at the above mentioned meeting, and of confirming, if thought fit, as a special resolution, the above mentioned extraordinary resolution.
(signed) Geo. J Bird Secretary
F Garrett 6 March 1912

An Extraordinary Meeting of the Shareholders of the Company was held at Company 16 Dorset Street London E.C on Wednesday 6th March 1912 at 3.30 o’clock for the purpose of receiving the report of a meeting held on February 20th at 3.30 pm to pass a Special Resolution for altering article 28 and if thought fit the Extraordinary Resolution.

Present:      Mr F Garrett (in the Chair)
                  Mr A Eames
                  Mr H S Pearsall
                  Mr A Tanner
                  Mr G J Bird(secretary)

The Notice convening the meeting was read, and it was proposed by Mr Eames and seconded by Mr Pearsall that the Resolution passed at the Meeting held on the 20th February for the alteration of the Articles of Association should be confirmed, this was put to the meeting, and carried unanimously, and the Secretary was instructed to have the necessary alterations printed and registered at Somerset House.

F Garrett 9 August 1912

At a meeting held on the sixth day of Feby 1912 at the registered offices of the Company 16 Dorset Street E.C.

Present:      Mr F Garrett (in the Chair)
                  Mr A Eames

The Seal of the Company was affixed to an Indenture made between Mr C G Gwynn and the Company to secure the payment of the sum of £560.13.10 with interest at the rate of 4½% per annum being the guarantee given by Mr Gwynn on his own Bills for the payment of same for Mr F Griffiths account.

F Garrett
At the sixth Ordinary General Meeting held at 15 Dorset Street E.C. on Friday the ninth day of August 1912 at 2 o’clock

Present:      Mr F Garrett (in the Chair)
                  Mr A Eames
                  Mr H S Pearsall
                  Mr A Tanner
                  Mr G J Bird(secretary)
                  Mr L V Houseman (Auditor)

The Directors and Auditors Reports were read.

Proposed by Mr Eames and seconded by Mr Tanner that the accounts be taken as read. This was carried unanimously.

Proposed by Mr Garrett and seconded by Mr Tanner that these accounts be adopted. This was carried unanimously.

The Minutes of the meeting held on Feby 20th 1912 were read and confirmed.

Proposed by Mr Garrett that the Dividend on the 8200 5% Pref.Shares, and the 4% Dividend on the 31398 2nd Pref.Shares already paid be confirmed. This was seconded by Mr Pearsall and carried unanimously.

Mr Garrett proposed that a Dividend of 2/- per share free of Income Tax be paid forthwith on the 6402 Ordinary Shares. This was seconded by Mr Houseman and carried.

Proposed by Mr Garrett that Messrs Marecco & Co be appointed Auditors for the ensuing year at a fee to be decided upon between them, and the Directors. This was carried unanimously.

A vote of thanks to the Chairman was proposed by Mr Houseman.

F Garrett
A Meeting of directors was held at the offices of the Company on the 10th December 1912.

Present:      Mr F Garrett (in the Chair)
                  Mr A Eames
                  Mr A Tanner

Mr Garrett read a letter he had received from Messrs F T Weir & Robertson of 21 Alva House Edinburgh the Solicitors acting for the estate of the late J A Weir respecting the loan of £7000 from J A Weir to R T Tanner & Co Ltd in which they state that they “had completed the arrangements for the division of the debt of £7000 among the beneficiaries. We shall therefore feel obliged by you sending us in Consul Bills or Promissory Notes, in the name of the parties & for the amounts as per note annotated. These Bills will be dated at 1st October last & will fall due for payment on the 1st March 1914 in terms of the original agreement of charge”. The names are:

Mrs […] Rodgers Weir4 Greenhill Gdns Edinburgh1000
Miss Elizabeth Weir “ “1000
Mrs Helen Anderson“ “2000
Walter Wood BirrellThe white House Boutley Head Barnet600
Major Edwin Thomas Fairweather Birrell12 Sutherland House, Cheviston Gdns London600
Mrs Lucy Aimee MacConnellCompton Munro, Petherton Somerset600
Mrs Eleanor Alexandra McRaec/o Clydesdale Bank 48 Mornington Rd Edinburgh600
Mrs Evelyn Ada Flavellc/o Com.Bk Scotland 62 Lomard St600
7000

The Drafts were made out in these names and forwarded to messrs T J Weir & Robertson

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