140 



JOUENAL OF HORTICDLTUEE AND COTTAGE GAEDENES, 



[ rebnmry 12, 1874. 



to hear ahearty response to that sentiment [hear, hear]. When 

 this difference of opinion arose on the subject matter of the 

 agreement proposed for the advantage of the Society, it appeared 

 the agreement could have been negatived without any tumult. 

 Instead of the agreement being negatived in the interest of the 

 Society, the Council was attacked, strong language was used, 

 motives were imputed to them ; they were charged with conspir- 

 ing with other persons to ruin the Society, with being false to 

 their trust as trustees, and with acting as gentlemen would not 

 and should not act. That being so — yielding to what was being 

 done, and teeli.-!g they could not sit with honour at the table as 

 trustees to be abused, these gentlemen said, "If you like we 

 will resign " — that is, " we will resign if we have the power " 

 ["oh, oh"]. He would give authority for what he said. He 

 had the highest authority for what he said. To come back to 

 the point. They said, " If we have the power to resign we wiU 

 be only too glad to do so, and to get out of the position in which 

 we are placed," and they did so accordingly. At aaother meet- 

 ing — not an annual meeting, or one having power to entertain 

 the question — they brought forward a bye-law framed with the 

 object, and enabling them to resign in a body. Now, if that 

 bye-law were good, the gentlemen now sitting behind the table 

 were legally elected, subject to another consideration, that 

 before they could be elected into their present places there 

 should be vacancies of the places they filled. In the acceptance 

 of the resignation of the old Council the voting was taken 

 openly, whereas the bye-law made it imperative it should be 

 taken by ballot. That being so, it was a matter of doubt whether 

 the meeting could legaUy accept these resignations. Again, if 

 the bye-laws were beyond the power of the Society, or repug- 

 nant to the charter of the Society, then he asserted equally 

 these gentlemen had no right to sit where they did. Another 

 point — the Council had secured the opinion of a man of high 

 eminence in his profession, but he had before him an opinion 

 given by a gentleman who was at least of equal, if not superior, 

 standing in his profession, he meant Sir G. Jeseel, the present 

 Master of the EoUs. It was quite true that in the circular sent 

 ant some time ago by Mr. W. A. Lindsay the opinion of Sir 

 J. D. Coleridge and Mr. Lindley was given, in which they said 

 " The opinion of the Solicitor-General, as set out in the case, 

 appears to us to be a mistake, as 



The Chaibsian. — Eead it. 



Mr. Haughton (reading). — " We are of opinion the new bye- 

 laws are valid and legal [cheers], and the new Council is duly 

 and properly appointed [cheers]. The case really turns upon 

 the effect of the 10th clause of the Charter, and we are of opinion 

 that the new bye-laws are consistent with and not repugnant to 

 that clause [renewed cheers], and the opinion of the Solicitor- 

 General as set out in the case appears to us to be upon, as it 

 were, a question of validity." 



The Chairman. — The meeting wiU perceive that that opinion 

 is signed by Sir John Duke Coleridge and Mr. Lindley [hear, 

 hear] . 



Mr. Haughton went on to say that the question submitted at 

 the time to Sir G. Jessel, when he was Solicitor- General, was 

 whether it was competent for the Council to resign in a body, 

 and if the Fellows at a General Meeting could appoint a fresh 

 Council, or whether the resignation of the Council in a body 

 would leave the Society without a government. The reply was, 

 " I think this can be only done at the February meeting." The 

 second question was, " Can the appointment of an entirely new 

 Council be legaUy effected by an alteration in the bye-laws ? " 

 The answer was, " I think it can by a bye-law authorising the 

 Council to fill-up vacancies by resignation between the February 

 meetings ; the Council so appointed is re-eligible in the following 

 February." That was to make a temporary appointment until 

 the succeeding annual meeting had full power to deal with the 

 question. The third question was, "Can the suggestion of par- 

 tial retirement and gradual filling-up of vacancies be adopted 

 if the Council thinks fit, under an amendment of bye-laws, 

 without waiting for the annual meeting? " The reply was, "I 

 think this can be done aa above-mentioned." Now, the question 

 was whether members elected on the Council at the General 

 Meeting — another Council then constituted — was authorised to 

 carry on the affairs of the Society. The answer was, " I am of 

 opinion that they were not duly elected, even if such a bye-law 

 as that was passed on the 2Gth March, 1873, was not repugnant 

 to the Charterl; yet it would not have been legal, not having been 

 passed in the mode prescribed by bye-law 127, and therefore the 

 election was not legal, and the old Council remained in office." 

 [Cheers and counter cheers.] The second question was whether 

 members of the Expenses Committee appointed on behalf of the 

 Horticultural Society had been legally appointed on the Com- 

 mittee, and whether the Society should be bound by the reso- 

 lution passed 1 The answer was, " I am of opinion the old 

 members of the Expenses Committee remained in office. They 

 do not appear to have resigned their office as committeemen." 

 The third question submitted by the Commissioners was. 

 Whether an agreement entered into between the Eoyal Com- 

 missioners and the Society, aa before stated, might not, iu case 



the present Council and the Expenses Committee were not 

 legally appointed, be hereafter repudiated by the Society ? 



Mr. LiGGiNS rose to order. The Fellows had assembled for a 

 particular purpose, and not to hear legal opinions, which were 

 decidedly irrelevant [" no " and hear] — legal opinions got up by 

 a clique [cries of " order "]. 



The Chairman. — The gentleman (ilr. Haughton) need not be 

 alarmed — I think he is quite in order [hear, hear] . 



Mr. Haughton said he should be sorry to take up the tune of 

 the meeting unnecessarily. He only did take it up because they 

 were told Sir George Jessel's opinion sustained the legal exist- 

 ence of the Council. If he were to give a short resume of the 

 opinions, he might be charged with suppressing something [no, 

 no]. Well, the answer to the last question was — " It does not 

 follow it might in all cases so repudiate because it is not legally 

 binding ; but I am of opinion it would not be legaUy binding." 

 Now, the opinion he had just read was a justification of the 

 action of the Commissioners ; for having taken that opinion, 

 they conceived themselves bound by it, and so could not enter 

 into business relations with the Society [cries of " oh "] . They 

 could not recognise it ; and until this question was settled, the 

 action of the Society aa far as regarded the out-door world 

 as to the privileges of these gardens must be paralysed. No one 

 would deal with them — no one would recognise them. He should 

 conclude by saying it was not for that meeting to determine 

 whether Sir John Duke Coleridge and Mr. Lindley on the one 

 side, or Sir George Jessel on the other, be in the right. It 

 ought to be sufficient for them to know there were such grave 

 doubts that a distinct difference of opinion existed between such 

 eminent authorities [hear, hear]. They ought not in that room 

 presume for themselves who was right and who was wrong, or 

 decide such a grave question of law which went to the very root 

 of the Society. The Council, he thought, ought to unite with his 

 friends and himself in endeavouring to place the legal position of 

 their governing body beyond all dispute [hear, hear], and to de- 

 termine what the status of that body was, so as to enable them 

 legally to transact their duties [hear, hear]. He could not 

 understand the opposition offered to this course. He thought 

 they might all unite and act with temper and forbearance 

 [cheers] . He now begged to move the amendment as follows : — 

 " That this meeting, and the business proposed to be transacted 

 thereat, be adjourned to Tuesday 10th of March next, at 3 p.m., 

 to enable the opinion of the Court of Chancery to be obtained, 

 if possible in a friendly way, as to the legal position of the 

 Society ; and that Lord Alfred S. Churchill, Sir Daniel Cooper, 

 Bart., Messrs. T. Dyer Edwardes, H. J. Veitch, and G. F. Wilson 

 jointly and severally be empowered to act on behalf of this 

 meeting in applying to the Court of Chancery, and to co-operate 

 with others." 



The Rev. C. P. Peach rose to second the amendment. Ha 

 said his object iu being there was to represent to a certain extent 

 the feehngs of the country Fellows, who were being alienated 

 from the Society because they did not know the position in 

 which it stood. They thought that no bye-laws could be passed 

 by the Society if it had not a legal Council, and therefore it was 

 necessary to know what the position of the Society was, and 

 whether they had a legally constituted Council or not. He did 

 not say this with any idea of opposing the Council. ^ He was 

 anxious to strengthen their hands, and if the legal opinions were 

 in their favour they would strengthen their hands. On the 

 other hand, he could only aay that it was necessary for the 

 welfare of the Society that they should have a legally constituted 

 Council, and therefore it was best to go to the highest authority 

 and see whether the Council had the power to accept what the 

 Commissioners did, and whether the Commissioners had the 

 power to accept what the Council did. The Fellows in the 

 country did not really know whether the Council had power to 

 receive subscriptions. ^ 



The Chairman. — I want to say one word. I wish that the 

 Society should be placed in possession of this fact, that this 

 resolution is, I suppose, the resolution of the Royal Commis- 

 sioners [cheers, cries of " no," and interruption]. 



Mr. Haughton. — It is not [cheers]. 



The CuAiKMAN.— The two persons who circulated it came in 

 with the pass of Mr. Richards, the Assistant-Secretary of the 

 Commissioners. Mr. Richards is here, and you can ask him. 



General Scott. — The Commissioners have mthing whattver 

 to do with the resolution. No single member of the Commission 

 has ever seen that resolution or heard of it [cheers, and oh, oh]. 



The Chaikman.— Therefore you should keep Mr. Richards in 

 order, and not allow him, with tickets which were disputed, to 

 come in here and circulate papers against the Horticultural 

 Society [cheers]. 



Lord A. Chuhchill.— The resolution was adopted at a meet- 

 ing of the Fellows yesterday. 



The Chvtrman.— This circular asking for proxies is signed by 

 James Richards, and he is an officer of the Royal Commissioners. 



The Eev. C. P. Peach. — I have no knowledge of Mr. Richards 

 having anything to do with it at all. I was yesterday asked to 

 second the resolution in the interests of the Society. 



