JOURNAL OP HORTICULTURE AND COTTAGE GARDENER. 



[ August 3, 1876. 



up to £8500 a year, so that it is obvious we are not in a position 

 to carry on the gardens even to the end of the year at that rate 

 of expenditure. Not only the present Council but that which 

 preceded it have honestly and earnestly exerted themselves to 

 reduce the expenditure of the Society. I am not aware that 

 any material or sensible reduction can be made beyond the 

 point we have reached. It seems to me, therefore, it will be the 

 bounden duty of the Society to put an end to their existence 

 until such time as they can start on a new basis. In doing so 

 it is impossible they can pay the debenture-holders their interest 

 until the surplus receipts are obtained; and, such being the 

 case, we thought it our duty to the debenture-holders to lay the 

 facts of the case before them, so that they should take such 

 measures as they may think best calculated to secure their 

 interests [hear, hear] . I have now submitted all the facts which 

 it was necessary to bring under your notice, and I only trust 

 I may at some future time be able to make a more cheerful and 

 satisfactory statement [hear, hear], 



A Debenture-holder. — In case of the winding-up of the 

 Society, have the bondholders any claim on the existing build- 

 ings ? That is a question I should like his lordship to answer. 



The President.— None whatever. I do not know that the 

 Society can be wound up. It exists under a charter. I may 

 say we are most anxious to keep out of debt, and we are out of 

 debt, but not in a position to go on. 



The Debenture-holder.— In any case, no matter how things 

 go, we have a right to get our interest on our debentures. 



The President.— The debt to the debenture-holders only 

 arises when certain sorplus receipts arise. The debenture- 

 holders are really in debt to the Society, and not the Society in 

 debt to the debenture-holders [laughter], because interest to 

 the amount of .£5000 was improperly given to them [" oh!"] It 

 was only by a subsequent arrangement with the Royal Com- 

 missioners that we were enabled to pay off that debt of £5000. 

 In this way you will see the debenture-holders have received in 

 reality £5000 more than they ought to have received. 



The Debenture-holder— The debentures having been issued 

 by the Society, and interest having been paid on these debentures 

 up to February last, we consider the Royal Horticultural Society 

 is indebted to the debenture-holders [hear, hear]. 



Mr. George Reat.— We look to Her Majesty's Commissioners, 

 for they are the people who borrowed the money. They bor- 

 rowed the money, and we look to them to refund it [hear, hear]. 

 If they do not refund our money we consider that our money 

 has been taken away in a very improper manner. 



The President.— Some of our negotiations with the Royal 

 Commissioners were not successful. 



Mr. Reay.— But all the time the Royal Commissioners used 

 our property [hear, hear]. The Council of the Royal Horticul- 

 tural Society and the Royal Commissioners seem to have been 

 entirely engaged making their own arrangements between them- 

 selves ; but no one ever consulted us as to the payment of our 

 debt, and I do not believe the Council of the Royal Horticul- 

 tural Sooiety or Her Majesty's Commissioners, in any arrange- 

 ments made between them in reference to the business of the 

 Society or the relations between the two bodies, ever bestowed 

 one thought upon the debenture-holders. It is my opinion, and 

 I believe— at least I have no doubt— it is the opinion of many, 

 if not all the debenture-holders in this room, that they have 

 been most improperly treated both by the Royal Horticultural 

 Society and Her Majesty's Commissioners [hear, hear]. 



The President.— By the arrangements— for which I am not 

 responsible— which the Society made with the Commissioners 

 the receipts taken by the former enabled them to pay interest 

 to the debenture-holders which they otherwise would not have 

 been enabled to pay. In considering this question that fact 

 ought not to be lost sight of. Again, the receipts on these 

 lormer years did Dot enable the Society to reduce the capital, 

 but simply to pay the interest. 



Admiral Sir Edward Belcher was understood to ask, as the 

 oldest member of the Society, a question of the President re- 

 specting the meeting of the Fellows. 



t^u 6 ^ EE . SIDENT saia there would be a meeting of the Fellows 

 of the Society on Wednesday, at which all matters referring to 

 its condition and prosperity could be discussed. If anyone had 

 anything in opposition to the Council to say, he could say it. 



Admiral SirE. Belcher.— I address the meeting as the oldest 

 member of the Society, and I will try and induce those who arc 

 here to-day to come to the meeting of the Fellows to-morrow. 



The President.— But you will perceive that 



Admiral Sir E. Belcher.— Allow me to address the meeting 

 and answer me afterwards. 



The President.— You address the'meetingas the oldest mem- 

 ber of the Society 



Admiral Sir E Belcher.— I have not begun my argument. 

 When I have finished it you can answer me. 



The President. — I am Chairman here, and am very anxious 

 to give to everyone the fullest opportnnity of exDressing his 

 views, but it is my duty to see that the discussion at this meet- 

 zDg is rightly and properly conducted. We are not here to-day 



to discuss the affairs of the Royal Horticultural Society, but the 

 interests of the debenture-holders [hear, hear]. If the gentle- 

 man will keep himself to the question of his own interests as a 

 debenture-holder he will be in order. 



Admiral Sir E. Belcher. — When I purchased my debentures 

 the interest on them was at the rate of 5 per cent., and after- 

 wards, most dishonourably, the administrators of this Society 

 withdrew 1 per cent, without consulting the shareholders gene- 

 rally. When you did that you kept it back from the deben- 

 ture-holders, and you never told us where that money was to 

 come from. Ton borrowed the money from us at 5 per cent., 

 and then held it at 4 per cent. I entreat debenture-holders not 

 to trust to the dictum of any man, but to go to the Court of 

 Chancery and have their rights enforced [no.] If the meeting 

 is of the same opinion as I am, I am willing to sacrifice every 

 farthing I have to bring to light the dishonourable conduct of 

 the Society in this matter. 



The President. — It is a great pity we Bhould have these 

 hard and harsh expressions used [hear, hear]. What has 

 been stated is not a fact — at least so I am told; and, after 

 all, it is not a question of law, but one of fact. It is not a 

 fact that the debenture-holders were not called together with 

 respect to the reduction of their interest. I am told they were, 

 and that they consented to the proposal upon the principle 

 of being better to receive half a loaf than no bread. As to 

 information, every debenture-holder has the information on the 

 back of his debenture. I had to read it myself, and it is not 

 the most agreeable literature, and I find on the back of every 

 debenture what, as to security, is in reality the substance of 

 what is to be found in the original agreements of 1860 and 1861, 

 both of which are printed on the back of the debenture. I know 

 people do not sometimes read these things very caref ally, but a 

 man putting his debenture into a lawyer's hands would just get 

 the same information which I have given you. 



Mr. Reay. — They agreed to pay us 4 per cent, on our deben- 

 tures. 



A Debenture-holder.— We knew nothing about the security. 

 How were we to know what security we were getting for our 

 money ? 



The President.— Of that I know nothing. When people lend 

 their money they usually look after the security they are getting. 

 The security would be learned from a copy of the debenture put 

 into my hands. 



The Debenture-holder. — But there must have been some 

 inducement or some good security to get people to take up these 

 debentures. 



Admiral Sir E. Belcher. — All I can say is, I advise my friends 

 to join together and obtain legal advice and authority to enforce 

 their claims — their honest claims. 



A Debenture holder. — What security did they offer for the 

 money paid on the debentures ? 

 The President. — I am not exactly able to speak as to that. 

 The Debenture-holder. — But the Council ought to be able 

 to speak upon the subject. 

 The President. — Ton have your debenture. 

 Another Debenture-holder. — It is easily surmised what the 

 inducement was. 



A third Debenture holder. — It was the 5 per cent, [hear, and 

 a laugh], 



Mr. Reay. — I imagine we all thought we would get good 

 security for our money. I am sure a great many of us in giving 

 our money relied entirely upon the good name of those con- 

 nected with the Society [hear, hear]. Can your lordship tell 

 us how the matter stood when the debentures were taken up ? 



The President. — I cannot tell exactly what took place on 

 that occasion. 



A Debenture-holder. — Were the accounts audited and sent 

 to the debenture-holders at the end of each year? 



The President. — I believe every debenture-holder, like every 

 Fellow, had a copy of the accounts. 



The Debenture-holder. — Because it seems to me it has not 

 transpired until the eleventh hour, when the Society is in point 

 of fact regularly gone down, that thiB £5000 referred to by his 

 lordship was improperly treated. This iB in fact the old story 

 of paying interest out of capital. 



The President.— The Council paid the debts of the Society 

 with the money they raised. As to the debenture-holders not 

 receiving copies of the accounts, I really cannot say anything 

 at all about that. 



Dr. Martyn. — As it has been truly said, we really relied upon 

 the good repute of the Commissioners and the Society for deal- 

 ing with us in a fair and liberal manner. To advance money at 

 4 per cent, and run all the risk would be a terrible position to 

 place us in. We are placed in that position by the Commis- 

 sioners or the Society. The busy life I have led has prevented 

 me looking into the matter. In all speculations a man must 

 look after his own affairs, and what is now before us shows how 

 little you can rely upon Royal Commissioners or anyone else 

 [hear, hear]. I have always relied upon some consideration on 

 the part of the Commissioners, who are a body of wealth and 



