Rules and Regulations of the Hebden Moor Mining Company
William Sigston Winn and Joseph Osborne were granted a three year take-note by the Hebden Trust Lords' barmaster on August 11th 1853 to exploit the mineral resources on the common land of the township. This was effectively a short-term lease, with the right to renew. Two weeks later, on the 25th August 1853, they formed a partnership with four others, George Crossland, William Shaw, George Cook and Joseph Thomas, which they called "The Hebden Moor Mining Company".
A year later, more capital was required and so on November 20th 1854 the partnership was dissolved, and a Cost Book company incorporated, the rules and regulations of which are transcribed below.
Cost Book Companies are not the same as limited companies. They are run by a management committee of shareholders rather than by directors - in this case, there being three. Also, rather than the company accumulating reserves for investments, profits are returned to the shareholders. In return, the shareholders are required to provide cash as and when the company needs it.
The rules and regulations of the Hebden Moor Mining Company provided for 20,000 shares, with a nominal value of £1 per share. Ten thousand of those shares fully paid-up were granted to Winn and Osborne in return for their initial work. The rest were allocated to the remaining partners, who were required to pay two shillings for each share, hence providing the company immediately with £1,000 additional capital. The shareholders of those shares were expected to provide further funds on request until each share was fully paid up to the £1 nominal value. After that, all shareholders were expected to provide funds when requested. In March 1956 a call for a further one shilling per share was made. At the time the shares were trading on the Leeds Stock Exchange for 45 shillings each - not a bad return for shares that cost the original investors two shillings.
The following is a transcript of the Hebden Moor Mining Company Rules and Regulations dated 20th November 1854, from a photocopy held by the Northern Mine Research Society, to whom grateful thanks.
Rules and Regulations of the Hebden Moor Mining Company
It is agreed by and between the undersigned Partners and Co-adventurers in the Hebden Moor Mines situate in and lying under parcel of the Manor of Hebden included in a grant or take note to William Sigston Winn and Joseph Osborne both of Leeds in the County of York Merchants on the eleventh day of August 1853.
That the memorandum of Agreement made on the 25th day of August 1853, between the said William Sigston Winn and Joseph Osborne of the one part, and George Crosland, William Shaw, George Cook and Joseph Thomas of the other part, shall as and from the date hereof cease to be operative, and that the several clauses and articles hereof shall from henceforth be substituted for the several articles and clauses therein contained for the constitution and government of the Associated adventurers and shall be the rules and regulations of the Associated adventurers and shall be the rules and regulations of the Association and Adventure and shall be binding on all persons and shall hereafter become partners or Coadventurers therein in the manner hereinafter mentioned.
- There is formed an Association under the name of "The Hebden Moor Mining Company" for working the Mines included in the said Grant or take note, and doing all such Acts as are incident to and transacting all such business as is usually transacted in connection with mining operations.
- The Adventure is constituted and shall be managed and conducted upon the principle and system known as the Cost Book system.
- The Adventure shall be divided into 20,000 parts or shares of the nominal amount of £1 each.
- Of these shares 10,000 are the property of the said William Sigston Winn and Joseph Osborne being the price of or purchase money for their interest in the said grant, and are taken and are to be entered in the Cost Book as shares fully paid up to the extent of £1 each.
- Upon the remaining 10,000 shares a deposit of Two shillings per share has been paid and further calls shall from time to time be made until the whole amount of £1 shall have been called up.
- When the full amount of £1 per share shall have been called up, the whole number of 20,000 shares shall be liable to any further calls.
- The calls for the required £1 per share shall be made by the Committee hereinafter mentioned as and when they shall think proper but so that no call shall exceed one shilling per share and that there shall be an interval of at least two months between each call.
- Fourteen days notice of each such Call shall be given by Advertisement in The Times and Leeds Mercury.
- After the first £1 per share shall have been fully called up no further calls shall be made without the consent of a general or special meeting but any such meeting may direct further calls to be made to such amount as they may think fit, and may authorize the Committee to make such Calls at their discretion.
- All Calls made after the first £1 shall have been called up shall be made on the Registered holders only and shall be notified and made payable as hereinafter directed.
- Scrip Certificates shall be issued to the holders of Shares which shall be received as sufficient evidence of Title until the whole amount of £1 per share shall have been called up or until the Committee shall by Advertisement in the Times or Leeds Mercury require the holders thereof to register themselves in the Cost book book and all holders of shares not then already registered who shall fail to bring. in their scrip for registration for one month after the time when such amount shall have been fully called up or such advertisement published and to pay all Calls in at arrear thereon, with interest at the rate of £6 per cent per annum on such arrears respectively shall thenceforth cease to be shareholders or partners in the said adventure and all their shares and interest therein shall be absolutely forfeited.
- The several persons whose names shall from time to time appear upon the Cost Book as the holders of shares in the Adventure shall alone be recognized as having the rights and privileges of Shareholders and the several articles, and provisions hereinafter mentioned relating to the Shareholders shall be applicable and apply to the persons so registered and to none other.
- There shall be a Committee consisting of not more than three shareholders who shall be and act as Purser of the Mine.
- The Committee shall have the present management of the Adventure subject to the directions and resolutions passed at General and Special Meetings. they shall also have the custody of all deeds leases accounts books moneys and funds the property of the Adventurers and shall be responsible for the receipt and disbursement of the said moneys and funds but not for any loss or damage that may accrue to the property of this Adventure except it arise from his or their neglect waste or malpractice.
- No member of the Committee shall be removed or any new one elected except at a Special General Meeting convened in the manner hereinafter provided
- The Bankers (if any) of this Adventure shall be chosen by the Committee.
- The Committee shall convene a General Meeting of the Shareholders once in every six calendar months to be held at such time and place as they shall appoint
- The Committee shall exhibit at each General Meeting the accounts made up to the latest convenient period and shall produce all books accounts and vouchers for the inspection of the shareholders.
- The shareholders shall, pass or disallow the accounts so exhibited by the Committee and shall pass or disallow the same and shall determine on all matters of business appertaining to the same. All questions shall be decided by the majority of votes present either in person or by proxy and shall be binding on all the shareholders whether present or not notwithstanding such majority of votes may not represent a majority of shares of this Adventure.
- Each Shareholder shall have one vote for each share held by him and no shareholder shall have power to vote unless he shall have paid all Calls previously made
- Shareholders may vote by proxy granted to another Shareholder provided much proxy be left with the Committee 24 hours at least before the commencement of the meeting at which such proxy is to be made available.
- A Chairman of the Meeting shall be chosen by the voices of those present and in the event of the number of votes being equal the Chairman shall have the casting vote which shall be binding on all the Adventurers.
- The Committee shall have the power to call special General Meetings of the Adventurers to be held at much time and place as they shall think fit to appoint.
- Any two or more of the shareholders holding in the aggregate 1000 shares, may require the Committee to call a Special General Meeting of the Adventurers at any time by leaving with the Committee or at their place of business at least 14 days previous to the holding of the said meeting a requisition properly signed by them specifying the object of such meeting
- In case the Committee shall refuse or neglect to convene such Special General Meeting it shall be in the power of the said Shareholders to convene a Special General Meeting of the shareholders by sending. a notice to each shareholder by Post (stating the object of such meeting) ten days previous to the holding of the same to be computed from the day on which such notice was posted and the decision (missing line)
- The Committee shall give ten clear days notice to each shareholder of all Special and General Meetings which notices forwarded by Post to the address as entered into the transfer books of this Adventure or as last left with the Committee shall be deemed good and sufficient notice, the time to be computed from the day on which such notice was posted.
- At all Special Meetings no matter or subject shall be introduced or discussed or decided upon but such as shall have been specified in the notice convening the meeting.
- The shares of this Adventure shall be transferable by Deed or Notice of Transfer in the usual form forwarded to the Committee who shall immediately acknowledge the receipt of it to the Purchaser and register the same in the transfer book of this Adventure but no register of such transfer shall be made by the Committee unless all Calls which have been previously made shall have been first duly paid upon all the shares standing in the name of the party proposing to transfer any part of the same.
- No subdivision of the 20,000th part or share shall be allowed or in any way recognized by the Committee.
- All Calls for money shall be paid to the Committee or to the Bankers of this Adventure within fourteen days after notice of Call shall have been forwarded to each shareholder.
- It shall be in the power of the Shareholders at a Special General Meeting convened by a resolution passed at a General Meeting held next after the day upon which a Call became due or at any subsequent meeting a copy of the said resolution having been first duly forwarded to every shareholder in arrear of Calls to declare absolutely forfeited all shares upon which such Call shall remain unpaid and every such declared defaulter shall immediately and thenceforth lose all right title interest or share whatsoever in or to the said forfeited shares or in or to any monies credits ores minerals machinery, or other property of this Adventure, that he might or would have been entitled to either in law or equity in virtue of such shares previous to such declared forfeiture.
- All forfeited shares shall be transferred to and vested in the name of the Committee for the time being subject to the directions of General or Special Meetings.
- The General or Special Meetings shall have the power to decide at what time and in what manner such forfeited shares shall be sold or otherwise disposed of for the general benefit of the Adventurers intimation having been first given to each shareholder in the ordinary notice convening the General of Special meeting that the subject of disposal will be discussed at the said General of Special Meeting.
- Each and every shareholder binds himself and is hereby bound to bear his proportion of the expences incurred in the prosecution of this undertaking but any shareholder may withdraw himself from further liability by giving the Committee for the time being notice in writing of such intention and by paying his proportion of all debts and liabilities of whatsoever kind or nature which may have been incurred previous to such notice of withdrawal and shall be incurred during and to the end of the current month in which such notice shall have been left with the Committee and by relinguishing by some deed or instrument to be approved of at a General all his shares in this Adventure, and all his right and title to the engines tools tackle material ores or other property of this Adventure in respect of the shares held by him.
- No Executor or Administrator of a deceased proprietor or Assignee of Bankrupt proprietor, or Committee of Lunatic proprietor shall hold shares in that capacity. unless he shall have left with the Committee for three clear days, the Probate of Will, Letters of Administration, Order or Deed under which he acts.
- No alteration or addition shall be made to the rules regulations or constitution of this Adventure, except at Special Meetings of the Shareholders convened in the manner hereinbefore provided.