BY-LAWS. ties as are before prescribed, concerning the election to be managed of directors. (Vide Court of Directors.)

c. 5, § 1.

e. 5, § 2.

c. 5, § 3.

€. 5, § 5.

c. 4, $ 7.

c5, § 4.

conformably to the election of Directors.

Powers of the

Committee of
Secrecy.

Secret Committee for Signals, &c. That a Committee of Secrecy, besides the Secret Committee authorized by the act of the 33d Geo. III, cap. 52, be annually appointed by the Court of Directors; and that the only subjects of reference to the said Committee of Secrecy shall be the soliciting and settling of all matters relative to signals, places of rendezvous, and convoys with the Admiralty.

Secret Commercial Committee.

Court of Direc

tors may appoint a secret committee for commer

cial objects, who are to report their proceedings to the court when the same can be done with safety.

That the Court of Directors be empowered, so often as it shall appear to them to be necessary, to appoint a committee, to consist of five directors, of whom the chairman and deputy are to be two, for carrying into effect such commercial objects, under the instruction of the Court of Directors, as shall be of a nature to require secrecy; and that the committee so appointed, shall report their proceedings to the court, whenever the same, in their judgment, can be done with safety to the interests of the Company, and within the period to which the duration of such committee shall be limited.

Reports to be laid before Court within eight days.

That the report of every committee appointed by Report of comthe Court of Directors, shall be signed and laid fore a Court of Directors within eight days.

be

mittees to be laid before the

Court of Direc

tors

within eight days.

Tonnage for the season to be reported.

Reports from committees to

be made to the Court of Direc

tors of the tonnage wanted for

That the Committee of Buying and Warehouses and Committee of Shipping shall report to the Court of Directors, at least ten days before the ships are taken up, the quantity of tonnage necessary for the service of the current year; and that the tonnage to be contracted for shall be proportioned to those reports, provided the Court of Directors shall approve the same.

the current year.

Treasury Committee not to have unlimited vote of credit, and not to consist of less than three Members.

vote of credit to

That no unlimited vote of credit shall be given by No unlimited the Court of Directors to the Committee of Treasury be given to the on the Company's account.

Committee of

Treasury.

That the quorum of the Committee of Treasury Three to be a shall never consist of less than three Directors.

quorum of the Committee of Treasury.

COURT OF DIRECTORS.

UNDER the charter granted by Queen Elizabeth in 1600, it was ordained that a governor and twenty-four committees, as the members were then designated, should be chosen annually for the management of all the affairs of "the Governor "and Company of Merchants of London trading to the EastIndies," which was their corporate name. It was likewise provided that a deputy-governor should be elected in a general court.

66

In 1698 the new company was incorporated, under the denomination of the English East-India Company, by King William III. In the choice of governor and committees, the same system was observed by the English Company as that which had been established by the old or London Company. The London Company's exclusive privileges of trade were to cease in 1701; so far, however, from being intimidated by the powers vested in the English Company, they determined to continue to trade on such portion of that company's stock for which they had subscribed, and thus retain the rights and privileges which they had acquired. The English Company, after having made three advances in payment of their subscriptions, found their stock depressed in price, and the public opinion of their credit beginning to waver, and they accordingly made the first overtures to the London Company for a coalition. Fruitless negociations were carried on for some time, during which intelligence was received by the London Company of the alarm which their foreign settlements had taken, on hearing of the establishment of the English Company. They immediately addressed their agents abroad, urging them not to be dismayed at what the committees described "as a blustering storm, "which was so far from tearing them up, that it only a little "shook the roots, and made them thereby take the better

66

hold, and grow the firmer and flourish the faster."

Upon the petition of the London Company to be continued a corporation, a bill passed Parliament in February 1699, and, as was then the custom on private bills, the parties prayed permission to attend the King, to entreat that his Majesty would be graciously pleased to give it his royal assent. Permission having been given to the London Company to attend his Majesty, the governor and committees, with about one hundred proprietors, accompanied by the lord mayor, sheriffs, and six of the aldermen of London, obtained an audience of his Majesty at Kensington, on the 8th March 1699, at which the King was pleased to assure them of his favour and protection, and recommended an union of the two companies to their serious consideration, as it was his opinion that it would be most for the interest of the India trade. In July 1702, after much preliminary discussion, an Indenture Tripartite was passed under the great seal. It was described as the CHARTER OF UNION, and took effect in 1708, until which period it was agreed that a court of twenty-four managers should be appointed, twelve to be chosen from each company for carrying on the trade. The charter of the English Company was to be considered the charter of both, and the name of the company in future was to be THE UNITED COMPANY OF MERCHANTS OF ENGLAND TRADING TO THE EAST-INDIES, whose affairs were to be conducted by their own directors, agreeably to the charter granted in pursuance of the 10th of King William. In 1708, under the award of the Lord High Treasurer, Lord Godolphin, the union was completed; and, on the 25th March 1709, the first general court of the United Company was held.

On the 15th April 1709, the first twenty-four directors were elected, and on the 21st of that month the several committees were appointed in the Court of Directors. It appears to have been the custom for the directors severally to take the chair for a week each. In 1713, it was recommended in a report from the Committee of By-Laws, that the year should be divided into four periods, each period to consist of three months, and that for each three months a chairman and deputy should be chosen.

At a General Court, on the 5th March 1714, a resolution

was

was moved and adopted, that when the directors were annually chosen, the court, at their first meeting, should elect out of themselves two persons, the one to be chairman, the other deputy chairman for the whole year. On the 14th April following, being the first court day after the election, a chairman and deputy-chairman were chosen by the ballot, which course is now prescribed by the by-laws. From that time twenty-four directors were elected annually, and a chairman and deputy chosen at the first court after the election; at which court the committees were also nominated.

In March 1733, a proposition was submitted to the General Court for precluding any director, should he be elected four years successively, from filling the offices of chairman and deputy-chairman more than once during the said term: it was negatived. In June 1734, a by-law was enacted, by which no proprietor, after he had served as a director for four years, could be re-elected until he should have been one year out of the direction.

This regulation was incorporated in the act of the 13th Geo. III, cap. 63, commonly called the Regulating Act, which was the first legislative provision passed for the general government of the Company's affairs subsequent to the charter of King William, with the exception of the enactments as to the declaration of dividends and the commencement and termination of a ballot.

The qualifications for a director, and the laws applicable to directors individually, will be first briefly noticed, after which the constitution of the Court of Directors, as a body, and the laws by which their proceedings are governed.

By the charter of King William, the directors are to be elected from the body of proprietors, and no proprietor is capable of being chosen a director, who shall not at the time of such choice be a natural-born subject of England, or naturalized, and have in his own right and for his own use two thousand pounds or more stock. Neither can he continue to be a director longer than he is in possession of such stock; it is not necessary (as in the case of voting) that he should have possessed the stock for any prescribed time to make him eligible for the direction.

1773.

Within ten days after his election, he is required to take an oath before the Lord High Chancellor, or Keeper of the Great Seal, or the Chancellor of the Exchequer, or Chief Baron of the Exchequer, or before any two or more of the Directors: if he shall not take such oath within the prescribed period of ten days his election is to become void.

A director is liable to be displaced by the proceedings of two General Courts; at the first of which the grounds for the motion of removal are to be brought forward; and at the second the question is to be decided by the votes of the proprietors then present.

A director of the East-India Company is not to be a director of the Bank or South Sea Company at the same time.

No person having been in office in India is capable of being chosen a director until he shall have returned to and been resident in England two years. It is likewise prescribed by the by-laws, that any person being elected a director within two years after holding any maritime office in the service of the Company is liable to be removed.

No director is to have any dealings with the Company, except at their public sales, neither is he to vote on a lot of goods wherein he may be concerned. A director is not to take any fee or reward, directly or indirectly, upon any account whatsoever, relating to the business or affairs of the Company, under pain of removal. When a director goes beyond sea, he is required to make a report thereof to the Court of Directors; and should he continue beyond sea twelve months, he is liable to be removed from his office; also, if he shall hold any office or place of emolument under the crown. No director is to trade to or from India otherwise than in the joint stock of the Company, or transact any kind of business for persons resident in India, for any gain or emolument whatever.

The origin of the Company's designation as the UNITED COMPANY, the qualification for a DIRECTOR, and the laws affecting DIRECTORS having been pointed out, the constitution of the COURT OF DIRECTORS will now be noticed.

There are twenty-four directors, six of whom are elected annually, in the room of six, who, having served four years, retire, and are not eligible to be re-elected till they have been one year out of the direction.

By