First published 25th April 2021
Reviewed and updated 27th November 2023
The content of this page was originally included in the history and archaeology of Mount Browne. However, research undertaken early in 2021 produced a wealth of new information. As this new information was mainly associated with the history of the Mount Browne Company a decision has been made to present the story as a separate page. Use the “back” arrow on your web browser to return to the general “Mount Browne” page.
To confuse things, The Mount Browne Company never had a formal existence under that name – it is a coverall name that addresses the activities of The Mount Browne Prospecting Gold Mining Company Limited and the Mount Browne Amalgamated Gold Mining Company (Alluvial) No Liability. Whether or not these entities coexisted as separate organisations is not entirely clear, but they were certainly associated with the same mine at the same time and may have been an early form of joint venture. However, it is more likely that the Prospecting company ceased operations and its assets were absorbed into the Amalgamated entity. Just why this happened in a story in itself, but research into that web of interactions is ongoing.
The Mount Browne Prospecting Gold Mining Company Limited
This first “Mount Browne Company” was a public company registered in New South Wales. Most of the shareholders were residents of the Mount Browne and Milparinka area, but a few came from further afield. It dated from February 1888 and went by the official name of “The Mount Browne Prospecting Gold Mining Company (Limited). From a local history viewpoint the list of subscribers is quite an education. Nominal capital was £3,000/0/0 in shares of £1 each, of which a sum of £386/7/6 1 Equal to two shillings and seven pence per share was actually paid up at the time of registration, meaning that the shareholders had a legal liability to contribute a further £2,613/12/6 [ seven shillings and three pence per share held [/mfn] should such a call be made. Under this corporate structure shareholders could not simply abandon their investment and its associated liability by failing to meet a call, which may explain what happened less than two years later. Arthur Leigh Chambers, son of Thomas Wakefield Chambers, was the manager of this first company and the registered office was at his father’s premises in Loftus Street, Milparinka. Arthur Chambers also managed a Mount Browne branch of the store that his father managed at Milparinka – Cramsie Bowden and Woodfall. Many of the names in the list of subscribers feature prominently in the history of Milparinka and Mt Browne.
The Prospecting company featured in some of the pages of the Tibooburra Telegraph.
The Mount Browne Amalgamated Gold Mining Company (Alluvial) no liability
This is the other corporate entity linked to the Albert Goldfield in 1890. In these pages it is referred to as the Amalgamated company. It was quite probably the source of more problems than are likely to be identified given the scattered and obviously very incomplete record that remain of its operations. However, that it was Melbourne-based at a time when Australia was a collection of British colonies still trying to out-smart each other, did nothing to assist its reputation or longevity. A memorandum regarding its formation was published in the Victorian Government Gazette on 30 August 1889.
It would seem, however, that the Mount Browne Amalgamated became linked to the Mount Browne Prospecting Gold Mining Company, through some kind of formal arrangement. The Mining Warden at Mount Browne had indicated that a Melbourne-based syndicate of investors had become involved but made no mention of a corporate entity. So, at Milparinka the investors in the local prospecting company appear to have thought “a group of Melbourne investors” had become involved, while the investors in the amalgamated company thought the company was the owner of a gold mine at Mount Browne… Things quite rapidly became more complicated than that.
Firstly, mining operations at Mount Browne were almost always referred to as those of the “Mount Browne Company” and there is no clear record of the real relationship between the prospecting company and the amalgamated company. The potential for a degree of confusion may not have been entirely inconvenient, but if the Mining Warden was to be relied upon the prospecting company was amalgamated with the Melbourne investors’ interests, regardless as to how those interests may have been presented. If this exposed the members of the old prospecting company to contribute when calls were made by the Melbourne group they probably got a rude shock, because the Melbourne connections were very capable of arranging things.
According to the prospectus displayed above, the amalgamated company’s shares were fully subscribed, but, apart from the directors and the legal manager, there is no mention of the shareholder’s names. The legal manager was stated to be the holder of all shares other than those issued to himself and the directors “in trust” for the unnamed shareholders…
No record has survived as to how many shares were actually issued by the Mount Browne Amalgamated Gold Mining Company, but a call was made every month between January 1890 and December 1891. The amount of these calls was usually 3d per 10/- share, but towards the end of 1891 calls of 4d and 6d per share became common, while two calls of only 2d also found their way into the mix. Shareholders who did not meet any one of these calls forfeited their shares and the amount they had invested.
In all the Company made 25 calls, and the Victorian Government Gazette notices of those calls indicate the shareholders who stayed the whole distance would have made contributions totalling 7/6 per share, perhaps on top of an original issue price of 2/6… Even if the only calls that were actually paid were those of the directors the total contributed by way of calls was in the vicinity of £3,750… However the total capital contributed was more likely to have been £5,000. In addition the company had a bank overdraft of £1,000. It is extremely difficult to estimate the value of this amount in present day terms, but a very coarse conversion, based upon the average rate of inflation in Australia experienced between 1951 and 2019 produces a figure in the vicinity of perhaps £5,072,000 ( or $10,145,000 AU ) . This estimate is obviously very flawed as the multiplier is not adjusted to include the rate of inflation between the 1890s and 1951, but it is probably as good as any other estimate .
On 26 February 1890 a first half-yearly meeting of shareholders had been convened at the company’s office at 17 Queen-street, Melbourne , presided over by Mr. Marc Fink. This meeting formalised the appointment of directors and adopted the company’s balance sheet to 30 December 1889 together with reports from the (interim?) directors and mining manager. The directors appointed at this meeting were Marc Fink, W.T.Moore, H.N.Shaw and J.B.Carter as the operative board, together with a local board at Mount Browne comprised of Charles Charters and Michael Charters. It is not clear how the duties of the two boards were allocated and there is no mention in the newspaper report of any other shareholders being present. Given that, according to the registration document, a large proportion of the shares were held “in trust for the shareholders” by the legal manager, and there had been no gazetted notice of the meeting, it would seem that the groundwork for major friction between a self-elected board and the remainder of the shareholders had been laid from the start. (Age, Melbourne, 27th February 1890, p7)
Whatever the arrangement between the amalgamated and prospecting companies was, the second half-yearly meeting of the Mount Browne Amalgamated Gold Mining Company (Alluvial), no liability shareholders on 15th July 1890 attracted a considerable number of the unnamed shareholders and the attention of the Melbourne “Age”. The newspaper published a lengthy account of the outcome the following day. (Age, Melbourne, 16th July 1890)
“…The original objective of the 15th July meeting had been to “ratify the appointment of three provisional directors…to fill vacancies on the board of directors, to ratify any action of the directors made in the transaction of the company’s business, and to confirm the minutes of the company’s previous meeting. ” There was a large attendance of shareholders, with the Chairman of Directors (Mr. W.T.Moore) presiding. Mr. Moore advised that the meeting was not now necessary as the minute book of the company had been signed by Mr. C. Charters, the local manager of the mine, who came down to town on purpose to do this. Mr. Moore then said that the meeting would only be a waste of time, and he would therefor declare the proceedings closed. However, the shareholders present refused to accept the chairman’s move, and demanded that the records of calls paid be produced, as there was a suspicion that Mr. W.T.Moore had not paid the last call, and was not therefor even entitled to be at the meeting, let alone claim to be a director of the company. (uproar from the floor)…”
Mr. Fink, (board member and one of the shareholders present, but also a member of the legal firm that had assisted in the formation of the company), demanded that the records be produced. He also asked that a Mr. Charters be allowed to take the chair of the meeting in lieu of Mr. W.T.Moore.
As the Age reported
“A scene of indescribable tumult followed. Mr. Charters pushed his way round to the back of the table, amidst shouting and clapping of hands, and, arriving at the chair, came into collision with Mr. W. T. Moore, who had not yet vacated it, and seemed disposed to stand his ground. Several shareholders pressing on behind him lent Mr. Charters additional impulse, and after a momentary struggle, during which the window close at hand was broken with a great crash, Mr. Moore was forcibly hustled aside. He and Mr. Kerr then proceeded to the safe, which they locked, but loud cries were raised to secure the keys, and those near the door arranged themselves so as to resist any attempt on the part of either gentleman to leave the room. For a few moments it seemed likely that violence would be offered to Mr. Moore, but he abandoned any intention of leaving and took up a position at the further end of the room.
The Melbourne Argus also took note of this meeting but it probably worth quoting the rest of the Age account of the meeting… It could almost be the plot for an episode of Fawlty Towers… (With apologies to people who have never heard of this British situation comedy series from the late 1970s)
Mr. Charters (in the chair) – I want the books to see if Mr. Moore is legally a director; if not we will go on with the meeting.
Mr. Kerr – You cannot go on with the meeting – the chairman has closed it.
Mr. W. T. Moore – I am a properly constituted director. If I have assumed a position I cannot legally hold you have your remedy.
Mr. Hardy – I have sworn an affidavit that Mr. Moore is not legally qualified.
Mr. Charters – Order! Where are the books?
Mr. W.T. Moore – I am the only properly constituted chairman.
Mr. Charters – Show the proof then, and take your seat.
Mr. W. T. Moore – I will not show any proof. (Uproar)
Mr. Hobday – The legal manager turned up the receipt for the last call made on the 12th March and found it was not paid until 9th April.
Mr. Kerr – I can explain all that.
Mr. Fink – You lie, sir. (Renewed uproar)
Mr. Kerr – I can explain how the receipts for calls were issued to Mr. Fink and Mr. W. T. Moore at the same date. Although the receipts bear a later date, the calls were paid on the day they were due, as I cashed these gentlemen’s I.O.U.’s to make their seats all right.
Mr. Fink – It is not true. You never cashed any I.O.U.’s
Mr. Kerr – I paid it out of my own cash, but they told me not to give them receipts until they had paid the whole of the calls. (Cries of “Oh!”)
Mr. Fink – It is a falsehood.
Mr Kerr – I assure you, as the largest shareholder, I look after the interests of the company, and was very sorry to think that the four gentlemen who have gone off the board should have forfeited their seats. But what, as legal manager, could I do?
Mr. F. Barrett – Is it not a fact that these I.O.U.’s without being renewed, were left to meet the next call?
Mr. Kerr – No, I cashed them myself.
A Shareholder – Did you pay the money into the bank?
Mr. Kerr – I did. (Cries of “Produce the book”)
Mr. Barrett – I ask the legal manager to produce the cash book and the bank pass book to show that the money was paid in cash within fourteen days.Did he keep the cash in his pocket against the I.O.U’s or did he pay in the sum?
Mr. Kerr – It may have been paid in on various occasions, but I say it was paid in. (Cries of “Oh!”)
Mr. T. Smith M.L.A. Asked how the legal manager’s statement could be reconciled with the fact that the receipts showed that the calls had not been paid until after the expiry of fourteen days?
Mr. Kerr – The gentlemen told me not to give them receipts until they had paid the whole.
Mr. Fink – It is untrue. You are not speaking the truth.
Mr. Charters – I cannot see that Mr. W. T. Moore is any more a director than Mr. Fink. Both are on the same footing.
Mr. Thompson Moore – I do not see that we can do much at this meeting; we are only wasting time. The manager should be instructed to call a meeting for the purpose of filling up the vacancies on the board, and we can then carry on with the business. The action of the legal manager has been most irregular. He had no right to put his hand into his own pocket in order to keep the directors in their seats. He should occupy a neutral position between the directors and the other shareholders.
I move: –
That the legal manager be instructed to summon a special meeting of the shareholders for the purpose of appointing directors and transacting any other business that may arise.”
Mr. F. Barrett – I second the motion, and should like to ask the legal manager why he did not call a meeting in accordance with a requisition forwarded to him and signed by the proper number of shareholders.
Mr. Kerr – Because the requisition was informal as to the number of shares held.
Mr Hobday – Over twice the requisite number were hold by those signing it.
Mr. Hardy (to Mr. Kerr) – Whose advice have you been acting upon? Who is the solicitor of the company?
Mr. Fink – Fink, Best and Phillips.
Mr. Kerr – No. Mr. D. Herald is the solicitor. Messrs. Fink Best and Phillips drew up the articles, and we sent them the rules and regulations, but when I called for them I was told that Mr. Fink had them at the court. I knew that was rubbish —–
Mr. Fink (excitedly) – How dare you sir. You are a —— liar.
Mr. Kerr – After hearing that the regulations had been lent to Mr. Mark Fink, I saw Mr. Best and was told that we could not get them til half-past 4. I came back and saw the chairman and directors , who told me to go to another solicitor at once. We considered it a breach of trust that the regulations should have been allowed to go out of the solicitor’s office.
Mr. Fink – Who are you to consider anything?
Mr. Thompson Moore – Who considered?
Mr. Kerr – The directors.
A shareholder – Who are the directors? (Laughter)
Mr. Barrett – I as again why the requisition to call a meeting that I have alluded to was not acted upon?
Mr. Kerr – Mr. Strauss, one of those who signed it, had only 200 shares on that date.
Mr. Barrett – That is a quibble. I prepared the requisition. It was dated 30th June but it was not presented to you till 1st July. Did he not hold the full number of shares stated then ?
Mr. Kerr – Yes. on 1st July.
Mr. Barrett – You ought to be ashamed of yourself for such a quibble.
Mr. Kerr – Well, there is a legal point. If you want to do things illegally, you can. (Laughter and uproar)
Mr. Fink – I had the pleasure of taking the requisition round, and before handing it in saw that every call was paid.
Mr. Kerr – I am the manager of the company.
Mr. Barrett – The sooner you are not the better for the company. (Laughter)
Mr. Kerr – You were not a shareholder yourself until this month.
Mr. Barrett – Very likely ; and if I had any luck I should not be now. (Laughter)
Mr. J. W. Bridger – Shareholders may not be aware that the company has no articles of association, so any requisition must be not only informal but illegal. There is only a syndicate agreement ; no rules and regulations have been adopted as those of the company.
Mr. T. Smith – We have been here for an hour and are as far from a conclusion as ever. The only practical thing we have done so far is to break a window. I know nothing about the directors but the whole thing is very unsatisfactory, and there seems to have been something shady somewhere. I will move as an amendment that a committee of five shareholders apart from the directors be appointed to make a thorough investigation into the past working of the company and bring up a report to a properly called meeting.
After some further discussion it was decided to deal with Mr. Thompson Moore’s motion first, which was carried unanimously.
Mr. T. Smith’s motion was then put and carried, and the following committee nominated :- Messrs. T. Smith M.L.A., J.W. Ameas, Thompson Moore, C.B. Williams, C. Fartiere, and Captain Cobham. The proceedings were then terminated.
One or two key points come out of the above. Firstly, Mr. Kerr was the largest shareholder but only because he held 2,000 shares in his own right, and a further 20,000 shares “In trust for the shareholders”, per the memorandum of registration (above). Whether or not all the shares said to be held in trust had actually been issued does not appear to have come into the question, nor has the lack of a trust deed for those shares. Secondly, Mr. Kerr was quite willing to manipulate the status of the directors to ensure the status quo.
Even without chaotic meetings, the Mount Browne Amalgamated was an interesting beast. In the aftermath of the July 15th meeting, a committee of shareholders attempted to inspect the official records of the Company, but the legal manager (Mr. Kerr) refused their request for access. The Age reported that the committee then called another meeting, this time in the offices of the original legal advisors to the company, who had been bypassed by the Legal Manager. The meeting was advised by Mr. Fink, who, as already stated, was not only a shareholder, but also a member of the bypassed legal advisors. His advice was that :
Notwithstanding the strict rule that every member of the company is to have access to have free access to the books, Mr. Kerr had been denying ordinary members access to the books, placing obstacles in the way, giving peculiar reasons for his action, even exacting small fees and then not showing the books required. He had not only declined to show the directors, but the auditors, either the minute book or the account book. ..Their resolutions were ignored, and shuffling explanations were given. According to the rules there must be a meeting in August next, at which all the directors, whether legally appointed or not, would retire. Assuming that the alleged directors were properly qualified, it was still a question whether they were desirable persons to manage the company… and he had never before heard of such extraordinary conduct as this young gentleman. Mr. Kerr, seemed to be carrying on. The shareholders should form some organisation to make sure that none of these undesirable persons had anything to do with the management in future, and in the meantime obtain such information as they could about the management of the mine. The acts of those persons were quite illegal, but it was impossible to say whether they themselves were illegally appointed because they would not show the committee the minutes. The committee and the solicitors had offered to meet them in company for the solicitor for the manager, Mr. Herald, a gentleman of repute, who would be the last to advise the steps taken if he knew the facts. Mr. Herald himself thought it would be a good thing to meet face to face, but he did not seem able to procure a meeting.
Mr. C. Fartiere suggested that the shareholders should take action before waiting for the August meeting.Mr. Hobday said a full requisition… had been lodged 14 days ago, calling a meeting to elect directors, and although Mr. Kerr had refused to notice that requisition, the shareholders could now act upon it and elect directors in the place of those who had forfeited their position by not paying their calls. Anything that these directors had done legally and properly and bona fide in the working of the mine could be confirmed, but the shareholders should not wait to allow time for the other party to intrigue so as to secure their own ends…
The meeting resolved to call a special meeting of shareholders on Wednesday week, 30th July, at such time and place as may be arranged, for the purpose of forming a new directorate and taking over the business.
The account reproduced above suggests the origin of the link that existed between the Amalgamated and Prospecting companies – Mr. C. Fartiere, the man who urged the Amalgamated shareholders to take action, was very likely Mr. Charles Fartiere of Marfield, subscriber for 500 shares in the Prospecting company as recorded in the registration document. However, whether the Amalgamated company was the successor the Prospecting company or supposed to be the manager of a combined venture is not at all clear.
On Monday, 25th August 1890, a second attempt was made to hold the six-monthly meeting of the company that had ended in turmoil. The venue was Phair’s Hotel, Melbourne, and once again there was a confrontation between the floor and the directors. This time the reason was clear…” Immediately on the commencement of the meeting, a shareholder demanded that the auditors’ report should be read. This was done, and showed ”that, as a matter of strict bookkeeping,” certain items had been included prematurely. The machinery and plant had been written up by £914 1s. 8d. , which was a “question of policy” the auditors did not feel “bound to comment upon.” In fairness to the directors and legal manager, this may have been payment in advance for 40 tons (44 metric tonnes) of equipment that arrived at Wilcannia in October 1889, mentioned later, but another issue arose.
A question was raised as to the whereabouts of the Mining Manager, who had been asked to attend this meeting. In response, the chairman of the meeting – Mr. W.T.Moore – advised that a telegram had been received advising that the manager had left for Melbourne the previous Tuesday, that the directors had sent to his house in Melbourne, but could get no information as to his whereabouts. A shareholder then asked if the mine manager had any gold with him when he left for Melbourne, and was advised that the manager had been instructed to bring gold with him. Another shareholder, Mr. Thompson Moore, asked if the auditors had confirmed the directors were, by the number of shares they held, actually qualified to hold office. This led to an exchange regarding the legitimacy of allowing a director to submit an I.O.U. (or in another case a promissory note) in payment of a call. This of course, directly affected their right to be a director at all, because an I.O.U. or promissory note did not amount to meeting the call, and they would automatically forfeit their shares. From this point onward the meeting, as with the others, descended into chaos … An exchange took place as to the suitability of a nominee for a position on the board, the outcome of which was that one shareholder sprang forward, seized a stick, and violently dashed it into the other. The opponent was forcibly restrained by several persons, and the election of directors proceeded. The Argus reported that Messrs. Benjamin Hick, C. Fartiere, C.T. Gatwood, H.N. Straus, and Marc Fink were appointed as directors and that Mr. H.B.Kerr handed in his resignation as legal manager…” (Argus, Melbourne, 26th August 1890, p10)
Still another extraordinary meeting of the Mount Browne Amalgamated took pace at the Union Club Hotel, Melbourne on Monday 8th December 1890 where a series of amendments to the rules were discussed. In summary, it would appear that the original directors had arranged shareholder voting rights in a way that directly limited the ability of a majority shareholder to become a director. This situation was resolved by imposing a strict one share one vote rule. Another amendment to the rules authorised the directors give a mortgage or other effective security over the property of the company as security for advances made to the company. After “a long and at times somewhat acrimonious discussion” all resolutions were carried, with the proviso that any mortgage over the company’s property could only be given to a bank or public company. (Argus, Melbourne, 9th December 1890, P7). At this meeting another agenda item, being to set the remuneration of directors, was deferred to the next six-monthly meeting of the company.
From this point on, the affairs of the Amalgamated company appear to have been guided in a less confrontational manner, and the third six-monthly meeting, held on 16 March 1891 reappointed those directors who had retired. This meeting also heard that 10 oz of gold had recently been won from seven sets of washdirt, and if all receipts and expenditure were taken into account, the company’s financial position would stand at a debit balance of £1,256 13s 4d. An offer by Mr. Charters, one of the local directors, to sell to the company two blocks that were contiguous to the company’s, was not accepted. An extraordinary meeting was held following this one, at which the authority of the directors “to give a mortgage over the Company’s property in order to secure the overdraft” was confirmed. (Age,Melbourne, 17 March 1891, P6)
For the rest of the story,return to the Mount Browne page.
- 1Equal to two shillings and seven pence per share