Former reference: Deeds Business 1. Of the Coventry Corn Exchange and Public Room Company, made between shareholders [T[homas] N[oble] Beasley (of Stoneleigh, Warwickshire, land agent), Thomas Sammons (of Fletchamstead, Warwickshire, farmer), R[ichard] K[evitt] Rothertham (of Coventry, watch-manufacturer), Charles Dresser (of Coventry, silk-agent), Samuel Newsome (of Coventry, -), William Lynes (of Coventry, -), James Hewat (of [Walsgrave-on-]Sowe, Warwickshire, farmer and maltster), John Brown Izon (of Walsgrave-on-Sowe, farmer), Thomas Congreve junior (of Leamington Hastings, Warwickshire, farmer and grazier), Richard Bass (of Cubbington, Warwickshire, farmer), Thomas Dewes (of Coventry, solicitor), Edwin Morris Swan (of Coventry, bank manager), John N[ewman] Clarke (of Stoke Green, Coventry, ribbon-manufacturer), John Cash and Joseph Cash (of Coventry, ribbon-manufacturers), Richard Caldicott (of Coventry, ribbon-manufacturer), Bryan Dunn (of Coventry, currier), Thomas Bromwich (of Wolston, Warwickshire, farmer), James Morris (of Stoke Green, solicitor), John Adcock Beale (of Brockhurst, Monks Kirby parish, Warwickshire, farmer), John Yeldham Betts (of Coventry, corn dealer), Thomas Pegg (of Cannonbury Villa, London, warehouseman), Charles Iliffe (of Coventry, draper), John Williams (of Coventry, chemist), Joseph Odell (of Coventry, ribbon-manufacturer), Thomas Cash (of Coventry, oilman), Joseph Tomkinson (of Coventry, stationer), William Slingsby (of Coventry, grocer), Thomas Slingsby (of Coventry, grocer), William Stone Booth (of Coventry, timbermerchant), George Earle (of Stoke near Coventry, timbermerchant), Charles James Nutt (of Coventry, winemerchant), Abraham Taylor (of Coventry, draper), John Gulson (of Coventry, silkman), Henry Brown (of Coventry, auctioneer), Edward Simms (of Coventry, organist), Edward Copson (of Brandon, Warwickshire, farmer), Charles Handley (of Allesley, Warwickshire, farmer), William F[rederick] Pridmore (of Wyken Grange, Warwickshire, farmer), Luke Pearman (of Berkswell, Warwickshire, farmer), Mark Newton (of Great Packington, Warwickshire, builder), Charles Sumner (of Bull Ring, Coventry, maltster), Richard Henry Beaumont (of Coombefields, Warwickshire, farmer), John Wyley (of Charter House, Coventry, chemist), Thomas Carter (of Styvechale, Warwickshire, farmer), Joseph Jordan junior (of Blackdown, Warwickshire, miller), Isaac Smith (of [Walsgrave-on-]Sowe, farmer), W.S. Hayes (of Halesowen, Shropshire, solicitor), William Farmer and Thomas Farmer (of Hinckley,
Leicestershire, coalmerchants), Bourne & Sale (of Atherstone, Warwickshire, woolstaplers), Thomas Clarke (of Coventry, auctioneer), James Bass (of [Walsgrave-on-]Sow[e], farmer), William Campbell (of Tocil House, Stoneleigh, farmer), Thomas Townsend (of Hillmorton Hall, Rugby, Warwickshire, grazier), Richard Congreve (of Wadham College, Oxford, clerk [in Holy Orders]), Thomas Lewis (of Grandborough, Warwickshire, farmer), Thomas Ball Troughton (of Coventry, gentleman), William Tite (of Coleshill, Warwickshire, gentleman), William Wilmot (of Coventry, gentleman), John Hiorns (of Ashow, Warwickshire, farmer), Joseph Kemp (of Allesley, farmer), Samuel Bury Congreve (of Harborough Magna, Warwickshire, farmer), Edward Samuel Thomas Swan (of Coleshill, farmer), Henry Butterworth (of Upper Tooting, Surrey, gentleman), Robert Swinnerton (of Weddington, Nuneaton, Warwickshire[, timber-]merchant), Edward James King (of Bickenhill, Warwickshire, farmer), Thomas Clark (of Foleshill, Warwickshire, grazier and farmer), John B. Congreve (of Stony Stratford, Buckinghamshire, solicitor), William Dickenson (of Fillongley, Warwickshire, timbermerchant), W[illiam] Taunton (of Coventry, auctioneer), Joshua W. Butterworth (of Upper Tooting, law-publisher), Joseph Paxton (of Chatsworth, Derbyshire, -), James Weston (of Stoneleigh, grazier), Philip J[ames] Pickering (of Coventry, "manufacturer"), George German Pegg (of Coventry, bookseller), R[obert] Harvey Minster (of Coventry, solicitor), Henry Soden (of Coventry, ribbon-manufacturer), Dennis George Barnes (of Coventry, auctioneer), Joseph Odell (as father of William Odell and Mary Arnold Odell, of Jordan Well, Coventry), J. Odell (as father of Joseph Charles Odell and James George Odell), J. Odell (as father of Richard Odell and Fanny Clara Odell), John Inglis Hewat (of Binley, Warwickshire, farmer), William Mabbatt (of Coventry, perfumer), Francis Robbins [senior] (of Stoneleigh, miller), Matthew Henry Brown (of Coventry, auctioneer), Richard Ward (of Nuneaton, ribbon-manufacturer), Charles Garraway Proctor (of Emscote, Warwickshire, factor), Thomas Hollick (of Nuneaton, ribbon-manufacturer), Alfred Dawson Lea (of Coventry, gentleman), Edward Haymoor (of Warwick, gentleman), Ann Hills (of Coventry, spinster), Joseph Sutton Pratt (of Wolston, Warwickshire, gentleman), Cadwallader Coker Adams (of Ansty, Warwickshire, clerk [in Holy Orders]), John Haddon (of Leamington [Spa], Warwickshire, brewer), Thomas Birditt (of Brandon, farmer), Charles Rotherham (of Coventry, miller), John Dell (of Coventry, wnemerchant), John Webb (of Coventry, writing-clerk), H[enry] Bellairs (of Bedworth Rectory, Warwickshire, clerk [in Holy Orders]), William Odell (of Coventry, ribbon-manufacturer), David Lewin (of Coventry, printer), Priscilla Shaw (of Meriden, Warwickshire, spinster), Ann Shaw (of Meriden, spinster), Frederick Browett (of Stoke, Coventry, manufacturer), Thomas Birditt and William Birditt [II] (as executors of the late William Birditt [I] of Brandon; of Wolston, farmers), Isaac Pearson Evans (of Griff, Warwickshire, land agent), John Walter Pridmore (of Coleshill, farmer), Thomas Haddon (of Hampton Lucy, Warwickshre, farmer), William Chater (of Coventry, professor of music), Isabella Jane Hewat (of [Walsgrave-on-]Sowe, spinster), Charles Marriott Caldecott (of Holbrook Grange, Rugby, Warwickshire, esquire), Sarah Ann Clark (as executrix of Thomas Clark; of Foleshill, farmer), Mary Farmer (of Stoneleigh, widow), Thomas Winterton (of Alrewas Hays, near Lichfield, Staffordshire, farmer), Henry Townsend (of King's Newnham, Warwickshire, farmer) and William Stephenson (of Coventry, ribbon-manufacturer)] of the one part, and Francis Wyley and John Weston Perkins (of Coventry, gentlemen) of the other, whereby the shareholders covenant with F. Wyley and he with J.W. Perkins that they will pay their respective shares and perform the following agreements:-
I The shareholders will comprise a joint-stock company called "the Coventry Corn Exchange and Public Room Company".
II Its object will be to maintain a public exchange for corn and other crops, and a hall for meetings and balls.
III The company will for the moment have its offices at the "King's Head" inn, Smithford Street.
IV The capital will consist of £10,000 in 2,000 X £5 shares.
V An Ordinary General Meeting will be held on the last Friday in Jun 1854 and every subsequent last Friday in June (or another day, within seven on either side, if more convenient).
VI An Extraordinary General Meeting may at any time be called by the directors, or by them at the request of not fewer than five shareholders (who have at least 100 shares) upon the third Friday after such a request shall have been made - if the directors will not call the latter type of meeting, the requisitioners may have one between fourteen and 21 days after the third Friday.
VII The quorum for a General Meeting will be twenty holders of at least 200 shares; if called by requisition, an inquorate meeting will be dissolved, but if called by another means it will be adjourned for discussion of outstanding business.
VIII A General Meeting may be adjourned for discussion of outstanding business.
IX Notice of a General Meeting must be circulated to all shareholders between seven and 28 days before it is due to happen, and an advertisement must be inserted in a Coventry newspaper from three to 21 days beforehand.
X The regular business of a General Meeting will be:-
(a) Election of officers.
(b) Consideration of accounts.
(c) Consideration of ordinary reports.
(d) Deciding about a directors' dividend-recommendation.
(e) Matters arising.
XI A General Meeting will have the power to:-
(a) Elect or dismiss officers.
(b) Vary the number of directors, auditors or trustees.
(c) Examine accounts and reports.
(d) Decide upon a directors' dividend-recommendation.
(e) Transact other business.
(f) Order the production of company documents.
(g) Make bye-laws.
(h) Control the board of directors and consider anything raised by shareholders.
XII An Extraordinary General Meeting will have the following special powers which require for their exercise the consent of a majority consisting of two-thirds of the shareholders (who hold two-thirds of the shares):-
(a) Increase of capital, so as to produce more shares, by up to £2,500.
(b) Sale of the premises by the directors.
(c) Dissolution of the company as detailed hereinafter.
(d) Amendment or repeal of any clauses in this deed (or a supplementary one) except those concerning the business' name, future capital-increase, indemnification of officers, or dissolution; a change will be registered in the office for the Registration of Joint Stock Companies within one calendar month after such a meeting.
XIII When the chairman is away, his place will be taken by a board member, and in default thereof by a shareholder.
XIV Voting-strength for shareholders will be as follows:- 1-5 shares = one vote, 6-10 = two, 11-20 = three, 21-40 = four, 41-60 = five, 61-100 = six, 100+ = seven (maximum); infants, lunatics and married women who hold shares may not vote.
XV Proxies will be allowed for up to fifty of a member's shares; the form of appointment is given.
XVI Except in cases for which this deed stipulates otherwise, policy will be decided at meetings by a simple majority; the chairman will enjoy a casting vote.
XVII For voting, the first-mentioned of two or more holders of a share will be deemed its proprietor.
XVIII A lunatic/idiot or infant may vote through its committee or guardians respectively.
XIX There will be nineteen directors, each holding at least twenty shares; the first ones are Samuel Newsome (esquire, mayor of Coventry), the Right Honourable Lord Leigh (of Stoneleigh Abbey, Warwickshire), T.N. Beasley, F. Wyley, F. Robbins senior, B. Dunn, H. Brown, C. Dresser, R. Caldicott, I.P. Evans, T. Congreve junior, J.W. Perkins, W. Odell, T.B. Troughton, R.K. Rotherham, L. Pearman, J. Wyley, W. Lynes and J.B. Izon.
XX At least one-third of the directors will retire at each Ordinary General Meeting according to the order shown in the preceding clause; future directors' priorities will be determined by lot; meetings may be adjourned until a shortfall of directors shall have been made good.
XXI The mayor of Coventry for the time being shall be proposed to the shareholders for a directorship, but when he shall retire from the former position, and therefore the directorship also, they may choose anyone to succeed him.
XXII A director will give the secretary a fortnight's notice of his resignation; in that case, or in the event of a director's ceasing to hold twenty shares, becoming bankrupt or dying (or because of his mayoral retirement) an Extraordinary General Meeting will be called to choose a substitute.
XXIII Directors' special meetings will require at least three days' notice.
XXIV Five directors may constitute the board.
XXV The chairman wil be elected annually and be re-eligible for election every year; he may resign at any time but must be replaced within fourteen days.
XXVI Questions coming before the directors will be decided by majority; the chairman will have a casting vote.
XXVII Unless otherwise specified, the directorate will control all business.
XXVIII Directors may apply to the Board of Trade for a licence enabling them to buy real estate in Coventry.
XXIX Under that licence, the direrctors may build or adapt, repair and insure the property.
XXX Therefore, directors may sign contracts for the erection of buildings or their alteration, provided that their intentions are lawful and not liable to bring the company into debt.
XXXI The directors may borrow up to £10,000 for buyng real estate; they may mortgage exchanged or other realty, or issue debentures or promissory notes.
XXXII Under clauses XXX or XXXI, at least two directors may enter into undertakings which require signature to promissory notes (countersigned by the secretary) if they gain the board's resolved permission.
XXXIV Proper accounts will be kept.
XXXV Accounts will be balanced up to a date not less than six weeks before an Ordinary General Meeting; the chairman and two directors will certify the balance sheet which, with the accounts, will be delivered to the auditors at least 28 days before the O.G.M., before whose members will be laid accounts and a general report.
XXXVI Muniments will be kept at the company offices.
XXXVII All sealed documents will be signed by a minimum of two directors.
XXXVIII At every board meeting the names of the directors present will be inserted in the minutes; their attendance-record will be reported to the shareholders at every Ordinary General Meeting.
XXXIX The directors may alter or rescind a contract or legal proceedings, submit matters to arbitration, compound for debts, discharge a bankrupt or empower proof of debt.
XL Anyone not a director or trustee in office for that or the previous year may be chosen an auditor at the Ordinary General Meeting, and be joined by another elected by the directors at their first subsequent meeting; the first auditors appointed are (for the shareholders and directors respectively) Luke Dresser and Wliliam Odell, and may have at least 1 guinea each for their trouble.
XLI If one shall retire before his term's expiry, an Extraordinary General Meeting or board meeting will elect a new auditor.
XLII Within fourteen days after the date to which accounts are balanced, the auditors will check them and be allowed fourteen thence for so doing; they will report on them, and separately upon anything with which they disagree; audited accounts may be inspected by shareholders for fourteen days before an Ordinary General Meeting - copies of the report and balance sheet will be sent to them at least seven days before the O.G.M..
XLIII The secretary will make proper entries in the books (and ensure their signature) and forward notices; F. Wyley is appointed the first secretary.
XLIV The company will patronise the Coventry Union Banking Company.
XLV Thomas Dewes is the first solicitor.
XLVI By minuted resolution the board may appoint the secretary, bankers, solicitors and employees, and determine clerks' and servants' service-conditions.
XLVII All property and banked money will be vested either in the company or in three directors as trustees.
XLVIII The first trustees are John Wyley, William Lynes and J.B. Izon; new trustees must be elected when the number shall have been reduced to one through death, incompetence or refusal to serve.
XLIX Subject if necessary to board or General Meeting resolutions, the trustees may alter or rescind deals.
L Receipts must be signed by three directors; the secretary or a trustee will indemnify the signators in the event of investigation.
LI Directors' remuneration is contingent upon profit-margins and may be varied at an Ordinary General Meeting's discretion.
LII Officers and servants will be indemnified against losses unless they have caused them; such compensation will be a lien which must be discharged before all other claims upon company money; all officers except the directors, auditors, bankers and solicitor will give surety for good behaviour, and the exceptions will not be held responsible for the Coventry Union Banking Company's failure.
LIII Shares will be deemed personalty.
LIV Shares will be numbered arithmetically as in [Schedule A Part 3 below].
LV Upon paying at most 1/-, a holder may request a certificate of share-proprietorship.
LVI A damaged or outdated certificate should be shown to the board so that that body might order its replacement; the board may order a lost certificate's replacement - in both cases the secretary will note the circumstances.
LVII A register holder may transfer his share to anyone who is not an infant, lunatic, married woman or legally disabled (even if there be a call upon the holder's share).
LVIII A register of transfers and deeds of transfer will be kept at the company offices; by paying a 1/- fee a transferee may obtain a new certificate, or the endorsement of his ownership may be written on an old one.
LIX If interest in a share be transmitted because of death, bankruptcy, a woman's marriage or other means, such transmission will be autheticated by a written declaration signed before a magistrate or another person authorised to take affidavits.
LX Such transmission of a married woman's, deceased's or bankrupt's share will respectively require a copy of the marriage-entry, testamentary papers or assignees' appointment.
LXI The company will not be bound to execute any trust to which a share is subject, but will pay any dividend to the first person named in the register as holding that share.
LXII The receipt of a guardian/father, committree, husband or assignee will be respectively sufficient discharge for an infant's, lunatic's, wife's or bankrupt's share.
LXIII Any share-transfer will be executed within six calendar months of the transmission-date, and the transferee will not be entitled to shareholders' rights before then.
LXIV A shareholder who acquires more shares through transfer will not have to re-execute this deed.
LXV Anyone not executing a transfer within the six calendar months will forfeit his shares to the company.
LXVI The company will have a permanent lien upon debts owed to it by shareholders, and may take all or part of such holders' shares if they shall not have been wholly or partly discharged after three calendar months' notice.
LXVII Whenever a share be transmitted or forfeited its previous owner will become free from liability.
LXVIII There will be separate acocunts of capital and revenue; at least three directors will, at an Ordinary General Meeting, declare whether or not the clear profits permit a dividend-issue, but its payment-size will depend upon the consent of two-thirds of the shareholders.
LXIX Unclaimed and unowned dividends will accumulate for the person next registered for the relevant shares; after six calendar months the dividends will be invested, but will be forfeited if still unclaimed after a total of twelve.
LXX The bankers will receive a £1 deposit per share plus £4 in instalments (with £5% per annum interest); there will be 21 days' notice for calls made by the company upon shares.
LXXI If a call shall not have been answered within two calendar months of the payment-date, a notice will be sent threatening forfeiture within 21 days.
LXXII Within six calendar months after a call's payament-date, the directors may receive that money together with interest and a fine (of up to 10% of the call) and remit forfeiture; if such a share shall have been sold in good faith it will become irredeemable.
LXXIII Directors may order the company to sue for non-payment by shareholders.
LXXIV Directors may retain or sell forfeited shares, gaining a General Meeting's sanction if necessary.
LXXV Upon passage of an Extraordinary General Meeting resolution for extra capital, new shares will first be offered to existing shareholders and any residue to new applicants; within two calendar months, any unsold share will be forfeit: new shares will be as valid as old ones.
LXXVI The deed of settlement, lists of shareholders and of officers, and bye-laws may be inspected by any shareholder or his nominee.
LXXVII Company books and reports may be inspected within fourteen days before and one calendar month after a General Meeting, and shareholders may take extracts from them; three directors may authorise inspection at any other time.
LXXXVIII Every individual shareholder (or the clerk of a corporate one) may search the register of shareholders and pay a maximum of 6d. per 100 words which he might need to have copied therefrom.
LXXIX Notices will be deemed sufficiently served if they shall have been posted to the first-named shareholders' registered addresses within the relevant time allowed by this deed.
LXXX The company may be dissolved if a resolution be both read twice, and carried by two-thirds of the shareholders voting at a specifically-called Extraordinary General Meeting, and the procedure be repeated between fourteen days and two calendar months thereafter; dissolution will proceed from the second vote's passage.
LXXXI At dissolution, the directors will sell the estate, have a general account compiled for sale, and submit it and a debt-account to an Extraordinary General Meeting; surplus assets and effects wil be proportonately divided amongst the shareholders; every shareholder will pay his part of any deficiency within one calendar month of the lastnamed meeting and establish his title to such a surplus within two years from that meeting's date; until all affairs shall have been wound up, the company will still operate.
LXXXII In this deed (unless otherwise stated) the singular includes the plural and vice versa; the masculine includes the feminine; "the board" denotes the board-meeting; and "the secretary", "the trustees" and "the auditors" refer to the people who hold those posts for the time being.
Schedule [A]:-
Part 1: Index to the deed's clauses - the company's name, object and venue.
Part 2: Index to the deed's clausds:- the capital.
Part 3: Shareholders' details.
Part 4: Names of directors and officers.
Part 5: Duration of the company.
Schedule [B]:-
Names of shareholders (J.W. Perkins, F. Wyley, T.N. Beasley et seq) with share-numbers and date of signature for each block.