HASLEMERE BUILDERS, LTD.
93
distant jobs); on the other hand, the profit-sharing scheme made
many of his men “ extremely loyal.” At the end of 1900 Mr.
Hutchinson “ abandoned Profit-sharing ” in order to introduce
other arrangements. In the spring of 1902 the business was trans
ferred to a Co-operative Society, which, on March 10, 1902, was
registered under the Industrial and Provident Societies Act, 1893,
as “ the Haslemere Builders, Limited,” about 30 of Mr. Hutchin
son’s employees taking shares in the association.
The rules of this Society provided that the Committee should
issue to Mr. Hutchinson loan stock (up to £15,000) for the purpose
of carrying out any objects of the Society, and in particular for
acquiring the business of Mr. Hutchinson, such stock to carry
interest at the rate of £5 per cent, per annum, except that it
should not exceed in any year that received by the ordinary shares,
and also, when the profits should permit, a share in the profits as
hereinafter mentioned; it was not to confer a right to demand
payment of the principal from the Society except on five years’
notice being given, unless by agreement with the Society. In case
of liquidation, this loan stock was to rank pari passu with ordinary
shares. It was to be transferable in amounts of not less than £10
to any person approved by the Committee. It was also provided
that in the event of the loan stock held by the founder (Mr.
Hutchinson) exceeding the total of the paid-up and the accumu
lated shares (sums credited as shares to capitalise profits; see
below), the founder should have the right during the first ten
years to buy out the shareholders at a price to be agreed upon
between himself and the Society, or to be fixed by arbitration.
The Committee of Management was to consist of the founder, as
president, the secretary, manager, and seven committee-men
appointed partly by the holders of loan stock and partly by share
holders, in proportion to the relative amounts of loan stock out
standing and of the share capital paid-up or standing to the credit
of the members as accumulated shares; provided that the com
mittee-men elected by the shareholders should not, in any case, be
less than two, and should be three whenever the paid-up and
accumulated share capital held by the employees and ex-employees
of the Society should exceed £1,000. Holders of loan stock were
among themselves to have one vote for every complete £10 held
by them, and no person was to be eligible for the Committee unless
he held at least £10 share capital, whether as paid-up ordinary
shares or accumulated shares, or the two together.
Mr. Hutchinson was appointed president of the Society for life,
with power to nominate his successor; and so long as the loan stock
held by him or his successor should exceed the paid-up ordinary
and the accumulated shares taken together, he was to have the
right of veto on any resolution of the Committee or of the Society
(but not so as to limit the provisions as to arbitration in case of
disputes contained in the rules).
The division of the profits (after providing for depreciation,
interest on loans and reduction of preliminary expenses)
was to be as follows: —The shares were in the first place
to receive 5 per cent., and if the profits should not suffice to
pay this rate on ordinary shares, the deficit was to be made