"Head Office Reorganisation"

Various documents retained together in a file marked "Head Office Reorganisation" with an index listing 23 numbered papers, or groups of papers, as follows:

1. 26 April, 1939. Sir R A Cooper, "Reorganisation of the Business". Read by Chairman at Directors' Meeting on 26 April.

2. 9 May, 1939. W E O Walker-Leigh, "Head Office Re-Organisation". Includes an organisation chart (Table A). Submitted to Board, 19 May. With an exchange of letters (12 and 15 June) between J A Hill and Roney & Co.

2(a). 25 April, 1939. Sir R A Cooper, "Proposed Agreement with Mr W E O Walker-Leigh".

3 and 3(a). May and June, 1939. Correspondence between Walker-Leigh and Matthews, Wrightson & Co Ltd (Insurance Brokers) concerning the pension rights of P R Clarke. "With reference to the proposal made by Mr Walker-Leigh, and submitted for consideration by the Board on May 19th, that the post of Finance Manager be abolished, and Mr Clarke be retired in consequence...."

4. "Secretarial Notes" of Special Board Meeting, 19 May, 1939. Purpose of Meeting: to receive Walker-Leigh's report on Head Office re-organisation.

5. Minutes of Special Board Meeting, 19 May, 1939.

6. 6 June, 1939. "Secretarial Notes taken at Board Meeting, 25 May, 1939, and discussed under 'Other Business'" - refers to Home Sales and to P R Clarke, Finance Manager.

7. 12 June, 1939. Agenda for Special Meeting of Directors (14 June) to receive a Report by the special committee appointed to consider P R Clarke's "retirement". With Report attached and a copy letter (3 June), Walker-Leigh to Clarke, outlining "the voluntary arrangement with you which the Company are prepared to enter into on your retirement from their service."

8. "Secretarial Notes" of Special Board Meeting, 14 June, 1939.

9. Draft Minutes of Special Board Meeting, 14 June, 1939.

10. Copy letter, 3 June, 1939, the Joint Managing Director to P R Clarke. With a further letter (16 June) to Clarke marked "cancelled".

11. 17 June, 1939. P R Clarke to Walker-Leigh, referring to letter of 3 June.

12. Copy letter, 17 June, 1939, Joint Managing Director to P R Clarke, in answer to letter of 17 June.

13. Copy letter, 17 June, 1939, Secretary to Sir Ernest Roney, enclosing copies of letters (above) between Walker-Leigh and Clarke.

14. Signed Heads of Agreement between Cooper, McDougall & Robertson Ltd and D S A McDougall and M H McDougall, concerning the formation of a "Selling Company" to be responsible for sales of all CM&R products other than Dog products and products falling under the Plant Protection Agreement. The Selling Company to have control of sales policy and marketing.

15. Copy letter, Secretary to Sir Ernest Roney, returning copy of Heads of Agreement.

16. "Secretarial Notes" of Special Board Meeting, 19 June, 1939, to discuss the proposal of the formation of a Selling Company.

16(a). Minutes of Special Board Meeting, 19 June, 1939.

17 and 18. 23 June, 1939. Memorandum ("Head Office Reorganisation") from J A Hill to Heads of Dept, Branches and Overseas Managers.

19. October, 1939. Copies of cablegrams exchanged between M H McDougall (in South Africa) and Walker-Leigh on Home Sales re-organisation.

20. 5 October, 1939. Extract from Managing Director's Report concerning home sales re-organisation: "In view of the outbreak of war and the resulting unknown factors that will have to be dealt with, I do not consider ... that it is practicable to proceed with the tentative arrangement outlined in 'Heads of Agreement' dated 19th June 1939."

21. 9 October, 1939. Draft Resolution to be proposed at Directors' Meeting on 10 October (Heads of Agreement not to be proceed with). Also, "Secretary's Notes" of Directors' Meeting, 10 October.

22. 19 October, 1939. Draft Minute (No. 2816) referring to not proceeding with Home Sales re-organisation.

23. November, 1939. Copy letter (18 November), Walker-Leigh to Sir Ernest Roney, enclosing correspondence between J A Hill and D S A McDougall, referring to the termination of McDougall's position as General Manager (30 September).

Here, numbered and additional papers continue beyond the span of the index:

24. "Secretary's Notes" of Board Meeting, 23 November, 1939, and a second set of "Secretary's Notes"of same date recording the Board's discussion "arising from Mr D S A McDougall's letter to Mr Walker-Leigh dated 21st November, 1939."

25. 21 December, 1939. Note for Agenda drafted by Sir Ernest Roney for Walker-Leigh, referring to draft of proposed Case to Counsel (concerning Heads of Agreement and Head Office reorganisation).

26. 21 December, 1939. Agenda for Special Board Meeting to be held 28 December, with Memoranda 'A' and 'B' attached "covering correspondence between Mr M H McDougall, Mr D S A McDougall and the Company".

27. Minutes of Special Board Meeting, 28 December, 1939: "It was decided, without discussion, not to proceed with the Meeting." Attached are "Notes of Conference" [16 sheets] of same date, considering re-organisation matters. Extract (p. 5), Sir R A Cooper: " For 14 years CM&R has been stifled by these family feuds, by grave dissension between Directors, and by the appalling waste of time on the part of this Board, the Managing Directors and principal officers of the Company; whilst no one can gauge what the total financial loss on the Company has been. It is time we determined to end these internal quarrels and devote our time to the selling of goods and the making of profits for our Shareholders."

20 February, 1940. Sir Ernest Roney to Walker-Leigh, enclosing Joint Opinion of Counsel (16 February, 1940) concerning the legal effect of the "Heads of Agreement" and legal obligations to Mr Douglas and to Mr Michael McDougall.

24 August, 1940. Copy memorandum from J A Hill to Sir R A Cooper: "As requested by you, I have looked up references to the re-election of Mr D S A McDougall as a Director in March this year...."

1939-1940

1 file