' England. SUBSTANCE OF THE Proceedings of a General \ Court of Proprietors I Held at the BANK on the 21 ft of SEPTEMBER, 1809, To confider of a Dividend for the Half Year ending the 1 Ith of OElobcr. WITH THE ARGUMENTS OF RANDALL JACKSON, ESQ. SIR ARTHUR PIGGOTT, AND WILLIAM COOKE, ESQ. RefpeEting the Situation oj their Affairs ; And for and again/I a Motion for an Increafe of Dividend, or a Bonus of One per Cent. " I admit that by the Statutes of William and Mary, and Queen Anne, the strict words of the Law are, that there should be every Half Year a Dividend of the Porfits ; yet the Law has so far fallen into disuse, that it is quite obsolete." Sir Arthur Piggott's Speech LONDON : Printed by T. Maiden, Sherbourn-Lgne, For SHERWOOD, NEELEY, and JONES, Paternoster Row. [Price One Shilling.] 6*' TO THE PROPRIETORS OF BANK STOCK. GENTLEMEN, AS many Proprietors were absent from the General Court held (pursuant to Notice) by the Bank, on Thursday, the 2 1st of September, to consider of a Dividend for the Half Year ending the llth of October next, and cir- cumstances having then occurred, and doctrines been laid down, which appear to be totally sub- versive of the original meaning of the Charter, and most materially to affect the interest of the Proprietors at large, I am thus induced to obtrude myself on your attention, and shall endeavour to lay before you the Substance of the Proceedings of the Court, as accurately and impartially as my memory and abilities will admit, which I should hope will afford such information as may enable you, at some future period, to vindicate and esta- blish your rights and real interests in this import- ant Concern. B The 1313536 The Court being assembled, and the Minutes of the last Court having been read, as usual, the Governor announced, "That the Governor and Court of Directors were of Opinion, that a Divi- dend of Five Pounds per Cent, could be safely made for the Half Year ending the 1 1th of Octo- ber next." Mr. Randall Jackson begged to know, before the question should be put, if the affairs of the Bank had been as prosperous during the last year, as they had been announced to be during the few preceding years ? The Governor answered, that he had the satis- faction to assure the Proprietors, that their affairs continued fully as prosperous as heretofore. Mr. Jackson very much regretted the necessity which he felt himself under of obtruding upon the attention of the Court : He had found the affairs of another great Company enough for all the lei- sure, and all the spirits, which he could abstract from a laborious profession ; but men sometimes found themselves in situations in which silence was impossible to be preserved, consistently with self esteem or public spirit. Indeed, the surprise and deep chagrin discernible in every countenance, at a declaration so contrary to general and reason- able expectation, as that which had been made by the Governor, rendered any apology unneces- sary for calling upon the Directors to state gravely and specifically to the Proprietors, the reasons for thus continuing them at a reduced dividend, in the teeth of assurances of their undiminished prosperity. Mr. Jackson said, he was no specu- lator in the public funds; it was a considerable time since he had either bought or sold Bank Stock ; but himself, as well as his Co-partners in that trading concern the Bank of England, were too much interested in receiving that fair share of the annual Profits, which their Charter, and several Acts of Parliament, directed to be paid to them, not to inquire into the cause of their non-partici- pation. Mr. J. presumed that no man would de- ny their undoubted right to the reception of those profits: he would, however, remove all doubt up- on that head, by referring to some of those Acts to which he had alluded. Mr. Jackson then cited different sections of various Acts of Par- liament, from the first establishment of the Bank by the fifth of William and Mary, to a compa- ratively recent period, to shew the uniform en- actments of the Legislature, that, " all Profits arising from the Interest or Annuities paid by Go- vernment, as well as from the management of the said Bank, should be applied, from time to time, B 2 to to the use of all the Members of the Corporation.'' This by the Act of the eighth and ninth of William the Third, was ordained to be clone every four months; but that period recurring too frequently, it was ordained by a subsequent Act, that the Bank should divide every six months. And the Act of the seventh of Anne not only directed this division of their profits, but enabled them to les- sen even their Capital Stock itself, (when itshould become increased by profits, and interest received, as described in that Act,) by " Dividends to be made among the Members in their private and personal capacities ;" enjoining no other re- striction, than the " taking care that their debts should not exceed their capital stock." Such, Mr. Jackson said, was undoubtedly the law of the Company, it being the law of the land, and what the Directors were bound and sworn to obey. It would now be necessary to see how far the Proprie- tors had enjoyed the advantage of a due adminis- tration of the law. He should not, Mr. J. said, travel further back than the years 1 804, 5, and 6, during which periods, first, by way of Bonus, and af- terwards avowedly as a Dividend, the Proprietors received Twelve per Cent, per Annum. Had this been given rashly, or without a due provision against contingency ? or, in other] words, without the the reservation of a large undivided surplus, after payment of the dividend? He had the authority of the Directors themselves for saying it was not. The Governor, on one of those occasions, ex- pressed his satisfaction at their being able to make up that dividend consistently with every prudential consideration. And another Honorable Director, who he did not then see in his place, (Mr. Long,) in a speech of considerable perspicuity and merit, explained the necessity there was for always keeping in hand a large undivided surplus; but concluded with expressing his satisfaction, that the dividend then proposed, could be made without in the least trenching upon the surplus thus described. Indeed, the irresistible inference of these speeches was, that Twelve per Cent, might be considered as the future Dividend upon Bank Stock; and that, in the opinion of the Speaker, it could be well afforded ; upon which presumption, strengthened, as it then was, by three years of experience, immense sums were bought into their fund by innocent Purchasers, who little thought of the disappointment that awaited them. The following year, the Governor again came forward with a still more pleasing account of the state of their affairs, and assurances of their B 3 continued s continued prosperity; but, to the utter astonish- ment of every one present, concluded his glowing panegyric, by a proposition for lowering the divi- dend to the rate of ten per cent. That the dividend should have been then thus lowered, and since kept at ten per cent, from necessity, was impossible; for, independantly of the declarations which the Directors had annually made of the successful administration of their affairs, in answer to questions put by himself, and which declarations they had on that day repeated, every man of common sense must know the Bank to be in a state of great prosperity; every man acquainted with the first principles of commerce, or with the nature of money transactions, and capable of applying them to the situation of the Bank for several years past, must be satisfied of their perfect capacity to make even a much larger dividend than that from which the Proprietors liad been lowered, although with that dividend he had reason to believe they would have con- tinued to be contented. Mr. J. said he cordially agreed to the maxim of retaining a considerable undivided surplus; he asked for no increase of dividend inconsistent with such a provision; but the Directors had assured the Court, when twelve per cent, was divided, that such a surplus was. was retained, and that their prosperity since had been uniform and undiminished. He re- gretted very much that the Directors, instead of taking those friendly hints which lie knew O *' to have been given them by those whose moderate views went no farther than to a re- instatement in their former dividend, were determined to drive their constituents, in mere self defence, into a strict investigation of the affairs of the Bank, item per item, which they must well know, if not to be obtained in that Court, might be obtained elsewhere, where a mere majority of the hands of Bank Proprietors could not prevail ; and where the enquiry would be, not into any pretended or assumed policy, but into the statutes, and into the lino. If, however, notwithstanding all the declarations which had been made to them, notwithstanding the firm conviction of the Proprietors, and the unanimous opinion of the Public, the affairs of the Bank were not in a flourishing condition, he hoped the Directors would believe, that they, the Merchants and Co-partners in this great Concern, did not assemble there merely to hear tine tales of their well doing, but to enquire, as they were directed to do by law, into the real situation of their affairs; and that they B 4 hurl 10 had nerves strong enough to hear an account of reverses, if' such had been experienced. Let then the Directors manfully state what disasters had overtaken them. Had they lost any con- siderable sums of Money? If so, declare it. Had another Aslett arisen amongst them? If so, the sooner they knew of their calamity the better. Or had they (as was shrewdly suspected) been intimidated or cajoled into a bargain with Government, so improvident as to have induced their present diminished dividend? It had always appeared to him, that, in the transaction alluded to, both the Minister and Directors had been to blame: the one for a palpable and impolitic breach of faith, and the other for tamely sub- mitting to it. Mr. Pitt, when Chancellor of the Exchequer, had bargained with them for the renewal of their Charter, without exception to, or observation upon, those existing Acts which had but a few years before settled the terms upon which the public business should be done : his successor, taking the advantage of a crude paragraph in a hasty report, insisted upon revising the bargain, and won from the fears of the Directors, their consent to so novel and dangerous an experiment. It did appear to him, that 11 that the Directors, on that occasion, had seemed insensible of the high vantage ground upon which they stood with Government; they had seemed ignorant that the payment of the dividends upon the national debt, could not be paid else- where than at the Bank of England, without shaking to its center the credit of that fund ; so long, and so completely, had the great body of the people been used to indentify it with the Bank itself. He feared that they had failed to urge with sufficient force and courage, the immense annual expense which the Bank incurred by the payments of those dividends, or the wonder- ful mass of extremely expensive buildings which had been erected exclusively for that purpose. If his fears on that head were well founded, and the bar- gain which the Directors had made with Govern- ment, had been the real cause of lowering and keep^ ingdown their dividend, notwithstanding their de-? O ' O claration at the time, that it was such a one as would not interfere with any fair expecta- tions of the Proprietors in that respect, let them now candidly avow their error. In that case, no breath of complaint from him should assail them ; he would merely say, serious as the loss was to himself and his Co-partners in in the Corporation, " Sirs, be more cautious in in future; and see that your bargains \vith Government are not only providently, but conclusively made." If, on the contrary, his fears were unfounded, and no misfortune had happened to them, it followed, as a logical conclusion which no man could deny to arise from the premises, that the Directors were accumulating an un- divided surplus beyond what justice or the law allowed. He had admitted already, that it was wise and expedient to retain a sufficient undivided surplus, but recent events had led him considerably to qualify that opinion ; experience had un- fortunately taught them, that when, by great industry, and at great risk, they had accumulated a surplus, although it was as sacredly the property of the Proprietors as their money at their re- spective private Bankers, it was yet regarded but as a, signal for plunder; and Ministers and Patriots, by turns, sought to gain popularity, by a conduct towards the Bank, which, if exercised towards any other Corporation, would occasion the public to execrate and resist them. Were the solemn compacts of Government to be regarded as sacred, except when they applied to the Bank of England? Was the treasure of all other public bodies to be regarded as their own, except that which belonged to the Proprietors of of Bank Stock? Were they to be the only people who, after having lent almost their all to the Government of their Country, were to be told, that they must not count upon enjoying the advantages of their risk, and the fruits of their industry? Reflections like these convinced him, that the measure of an excessive surplus was unwise and injurious; and he hoped that some Proprietor, of more weight than himself, would move, by way of Amendment, that the Half Year's Dividend be Six per Cent, as formerly: or that a Committee of Proprietors be appointed to investigate their affairs, and fairly and honestly declare the state of them to the Court. Mr. J. said, he should not press either proposition, till he had heard some explanation from the Directors behind the bar. The Governor shortly replied, that, upon the lest consideration, the Directors were of opinion, that the Dividend for the present Half Year should not be more than Five per Cent. Mr. Farrant then moved, that the word Five be left out of the Motion read from the Chair, and the word Si.r he inserted instead. Mr. Jackson seconded the Motion. The Governor said the question must go to a Ballot. Sir 14 Sir Arthur Piggott (standing Counsel to the Company) then came forward from behind the Bar. He confessed that, during the number of years he had attended the Bank Courts, a single instance had never occurred, where an Amend- ment to the Dividend recommended by the Go- vernor and Directors, had ever been moved by the Prorietors : he considered it as pregnant with much mischief; and should resist the Motion, as an improper interference with the discretion of the Directors. He admitted, that, by the Statutes of William and Mary, and of Queen Anne, the strict words of the Law were, "That there should be every Half Year a Dividend of the Profits ;" yet the Laiv had so far fallen into disuse, that it was quite obsolete. That it had always hitherto been left to the judgment and discretion of the Direc- tors, to consider what amount of Dividend it wa safe and prudent to recommend. That, in pro- posing an additional increase, the Proprietors were working in the dark, as they were not in possession of sufficient facts to bear them out. He therefore hoped the Honorable Mover, on re- considering the subject, would be induced to withdraw his Amendment to the Original Motion. Sir Arthur further wished the Proprietors to consider, if the Motion were carried for Twelve per 15 per Cent, the danger there might be of its oblig- ing the Directors to lower it again next time to Ten per Cent, and the shock or injury this might prove to their Stock : that, with regard to the fears which his Learned Friend had expressed of a large undivided surplus tempting the cupidity of Government, he wished him to reflect, if the fact of their appearing to be able to divide Twelve per Cent, might not much sooner pro- duce that effect ? Sir Arthur contended, that the non-interference of the Proprietors, had, in fact, become the Law of the Company ; and again urged the mischief that might arise from their taking upon themselves to judge of a Dividend, respecting which they could have no facts before them. To prevent such a con- sequence, or the danger of such a precedent, he should move the Previous Question, which he did accordingly. Mr. Jackson shortly replied, observing that, so far from its being against law, that the Pro- prietors should interfere respecting the Dividend, one of the sections of the Act of the 12th and 13th of William ordained, that the Governor and Company should not be obliged to make a Dividend upon the Sum therein stated as advanc- ed to Government, " but at such times as should 16 should be ordered by a General Court.''' And that, with regard to facts, he said, they went upon the highest possible data, namely, the so- lemn declarations of the Directors themselves. Mr. J. said, when he seconded the Motion, he concluded it was generally understood, that it was to be referred to the sober consideration of the Proprietors by way of Ballot, and denied his Learned Friend's right to move the Previous Question, in order to prevent a proposition of that nature going to that mode of decision. As to the danger which his Learned Friend depre- cated from the shock that might fall upon the credit of their Stock, should they be obliged to lower the Dividend back from Twelve to Ten per Cent, the Proprietors had the best of all rules for their judgment, namely, experience ; for the Dividend had been lowered from Twelve to Ten per Cent, after having, as he had already shown, remained three years at the former ; and yet, so far from hurting their credit, it produced such a fixed opinion, that their Dividends were to be in future according to the profits of the year that the Stock actually rose : the Proprietors de- siring nothing more than their lawful share of the profits, were perfectly willing to take the chance of what they might turn out to be. A long A long and desultory conversation here took place, as to whether the question for a Ballot or the Previous Question should have precedency : those who supported the former, contending, that the Act of Parliament positively enjoined that all questions which respected an Increase of Dividend, should be determined by Ballof, and in no other way ; while Sir Arthur Piggott contend- ed, that the Motion of Amendment for increasing the Dividend, was not, in fact, a question, but a proposition for a question ; and that, until it had had the sanction of a majority of the Court, so far as to become a question, it was not within the statute which directed its determination to be by Ballot. At the present moment no Dividend had been settled, consequently no question for an increase could apply. Had, indeed, the pro- position for Five per Cent, been agreed to, and the Motion had been for One per Cent, more, by iv ay of increase, the consideration would have been very different, as to his Learned Friend's right to a Ballot. Mr. Cooke (the Barrister) replied to the Learned Counsel for the Bank, reviewing his various arguments, and combating them se- parately, with much ingenuity. He said, the statute most clearly pointed out the only way in which 18 which the question could legally be settled, namely, by a Ballot. He arraigned, as a fallacy, and almost a quibble, the Learned Counsel's argument, that, at present, there had been no Dividend settled, so as to admit of a proposition of increase : he said, the plain sense, and ob- vious meaning, of the Act, referred to the usual and existing Dividend, any motion to increase which, it enacted, should be settled by Ballot, to prevent the Court at any time being taken by sur- prise : it was evidently upon that honorable prin- ciple that his Learned Friend, Mr. Jackson, had pressed for that mode of decision. With regard to the Proprietors having no facts before them, upon which they might be enabled to judge of a proper Dividend, it was observable, that they had quite as many facts before them to judge of the pro- priety of a Dividend of Six per Cent, as of Five; they were just as much in the dark as to the one as to the other ; the Directors not having favored them with a single statement, but merely come forward with a short recommendation. Where the good sense of this affected secrecy towards the Proprietors was, he could not perceive. The Directors were obliged annually to lay their ac- counts before Parliament, and did thus, in fact, reveal the state of their affairs to every body but their 19 their own Constituents ; or, as they had been emphatically styled by his Learned Friend, their own Co-partners. To talk, however, of the One per Cent, now moved for, requiring an investiga- tion into their accounts, was idle and absurd : Had not the body of Proprietors access to those Parliamentary accounts ? Was it not most noto- rious, that, however unfortunate the war might be to the Country at large, it was, in fact, in a pecuniary point of view, fortunate for them? Be- sides which, the prohibition of issuing specie, and several other circumstances, were known to operate so much in favor of the Bank, as to place them in a capacity to make the proposed Dividend be- yond all possibility of doubt. He had the high- est opinion of the rectitude of intention which influenced the Directors ; he knew them to be men of honor / and if, in any error on this occa- sion, it was that of an excess of caution ; but he came there to deliberate, and to judge for him- self; and feeling most clearly convinced, that they could, and ought, to restore the Dividend of Twelve per Cent, he should vote accordingly. He, for one, was immediately prepared for de- ciding the question by a show of hands, if that were lesral : but sure he was, that the Legislature O * " O never meant that so important a question as one C relating 20 relating to an increase of Dividend, should be got rid of by a sort of bye-play, and by so stale a manoeuvre as the previous question. Mr. Cooke concluded a clear, energetic and able speech, by giving the Amendment to the original question his decided support. Mr. Winthrop, one of the Directors, observed, that when the Bonuses had been given, it cer- tainly was under an implied condition, that they were not to be considered as permanent, but to depend entirely on the state and ability of the finances of the Company. It was true, he said, the Learned Gentleman, Mr. Jackson, had, with considerable address, obtained from them annu- ally, an assurance of continued prosperity ; but he thought such assurances perfectly reconcilable with the conduct of the Directors, who unani- mously concurred with him in opinion, that a permanent Dividend of Ten per Cent, was better for the Proprietors, than Twelve per Cent, subject to fluctuation. Mr. Jackson begged leave to explain. He said, the Twelve per Cent, in 1806, was expressly, and emphatically, declared, not to be a Bonus, but a Dividend ; and the plain and only possible inference to be drawn from the Directors' speeches on that day, was their expectation and intention that 21 that it should he so continued. lie then read their resolution of the ISth September, 1806, as follows, viz. " That this Court do order a Divi- dend to be made of Eight and a Half per Cent. Interest and Profits, for Half a Year ending the 10th October." Mr. Pearse wished the Proprietors to consider, that they were now placed in a better situation by receiving a permanent Dividend of Ten per Cent, per Annum, than when the Dividend was only Seven per Cent, per Annum ; and they received a Bonus, which was precarious. Mr. Forster considered the Proprietors taking the recommendation of a Dividend out of the hands of the Court of Directors, as casting a reflection on a very honorable and respectable body of Gentlemen. The Governor decided on putting the Previous Question on Mr. Farrant's Amendment, which being carried in the negative, he then put the original question for a Dividend of Five per Cent, which was carried in the affirmative. Mr. Jackson then rose, and stated, that the motion which he was now about to make, would be free from the objections which had been urged against the former Amendment by his Learned Friend, and such as the statute imperatively re- C 2 quired quired should go to a Ballot ; as his Learned Friend could not now say, that any Dividend having been settled, no proposition for an increase could be entertained so as to entitle it to a Ballot. A Dividend of Five per Cent, had now been settled for the last Half Year ; and he should move, not by way of Amendment, but as a substantive pro- position, that an Addition of One per Cent, be made thereto. Mr. Jackson then moved as fol- lows, viz. " That it appearing to this Court, that during the years 1804, -5, -6, the Proprietors of Bank Stock received, by way of Dividend or Bo- nus,, the Sum of Twelve Pounds per Cent, per Annum ; and the Directors having this Day as- sured the Proprietors of the continued Prosperity of their Affairs, they are of Opinion, that One per Cent, may be safely added to the Five per Cent, now declared as the Half Yearly Dividend." This Motion having been seconded, The Governor declared his opposition to it, as it formed a part of the Amended Motion already disposed of, although differently worded. He also expressed his doubts if he could legally put it, as there svas an Act of Parliament which pro- hibited them from making Two Dividends on the same day. On this intimation, Mr. Jackson added to his Motion, 9.3 Motion, the words, by way of Bonus, so as to remove the legal objection, and handed it thus altered in writing up to the Chair. Sir Arthur Piggott thought, the more prudent way would be, to allow the Question to be put, and then dispose of it by tiie Previous Question. Mr. Kay (Solicitor to the Bank) came forward, and said, the Motion, in fact, amounted to a proposition for Two Dividends upon the same day; and that the Governor could not put it, without exposing himself to the pains and penalties of a misdemeanor. Mr. Jackson desired the proceedings of the years 1804, -5, might be read : he thought it would appear that the Directors had acted on those occasions precisely as he had recommended them, without having been apprised by the offi- cer who spoke last, of the serious predicament in which they were placing themselves, or the pains and penalties which would attend the mis- demeanor they were then about to commit. The proceedings beino; read, it appeared, that the Court had first agreed to a Dividend ; after which the Directors had proposed a Bonus in the . same manner as now moved by Mr. Jackson. Mr. Matthew Wilson was very anxious to re- lieve the Directors from the embarrassing situation in which they evidently found themselves. If C 3 the the Motion were persisted in, he did not see how the Governor could legally avoid putting it : he thought his taking upon himself to refuse the putting of a Motion, would afford a most dan- gerous precedent ; at the same time he earnestly hoped that his Learned Friend, who had spoken with so much ability on that clay, and who he always heard with admiration, would consent to with- draw his Motion. He the more earnestly wished it, from a conviction that his Learned Friend's labour would not in that case be lost ; but that the Directors would bear in mind the arguments o which had been used, and the evident and known opinion of the Public and of that Court. Mr. Jackson said it must be obvious that he persisted in his Motion, in order to bring to issue the question, whether or no the Proprietors were entitled to a Ballot, or to be for ever more ex- cluded from that just and dispassionate mode of decision. If the Directors, or his Learned Friend, their standing Counsel, would consent to any thing like an understanding, that it was not in their contemplation to annihilate this important privilege, he would consent to withdraw the Mo-: tion ; otherwise he must persist in it, his object being to place it upon the records of the Court. The Governor professed to adhere to his former sentiments, and thought himself justified in pre- venting 25 venting the Motion from appearing upon their records. Mr. Farrant said, "Then, Sir, you refuse to put the Motion." The Governor answered, that such was certainly his determination, lie then put the question of Adjournment, which was carried in the affirmative. Gentlemen, I shall now beg leave to offer a few observations on the foregoing pages. In the first place, I shall direct your attention to the notice which calls us together, in which the words "to O * consider of a Dividend "' are inserted. Now, Gentlemen, I could wish to have explained to me, what is the fair construction to be attached to those words. According to my comprehension, it is intended by the notice, to call the Proprie- tors together, for the purpose of receiving from the Court of Directors (pursuant to the Charter) an Account of the Profits for the Half Year; and upon their Report, to consider and declare such a a Division as shall be deemed consistent with the safety and future prosperity of the concern : for, as Mr. Jackson very justly observed, we are Co- partners. Indeed, the very title of the Corpora- tion, according to the original Charter granted by William and Mary, is sufficient to explain it; the establishment beinq- therein named " the Go- O vernor and Company of the Bank of England." C4 If 2(3 If then, Gentlemen, we are Copartners by an Act of Parliament, and if that Act of Parliament plainly lays do\vn the different ways in which the Corporation may, and may not, trade, and em- ploy their capital ; if the Act of Parliament ex- pressly provides for the application of the Profits arising from such trade or employ, by stating that the Profits shall be divided amongst the Proprie- tors half yearly; I contend, that the Court of Directors are not complying with the true spirit and meaning of the words of the Act of Parlia- O inent, by pursuing the mode they have adopted. I contend, that we have a right to demand and insist on the Terms of the Act being complied with. I recommend, Gentlemen, to your serious consideration, the way in which tl\c amended Motion of the dividing 6 per Cent, instead of 5 per Cent, was got rid of. By the Act which was referred to, it is enacted, that every proposed Increase of Dividend shall go to a Ballot. But mark ye well! the Honorable and Learned Coun- sel for the Bank (Sir Arthur Pigott) says, I know, and admit, that, by the Statutes of William and Mary, and of Anne, that there should be a division of the Profits every half Year; yet the Law has so far fallen into disuse, that it is quite obsolete, and need not be acted upon. " Tis Law, tho' Custom now diverts the course." Excellent ar- gument ! gument! Ingenious reasoning! Sound doctrine! So then, Gentlemen, an Act of Parliament, a solemn compact between the Legislature and the Governor and Company of the Bank of England, is a trifle light as air ! If an Act of Parliament is not binding, where is our security ? If our Charter is a dead letter whenever the Di- rectors choose so to consider it, and if Acts of Parliament are to be regarded active or obsolete as it suits the purpose of the moment, our boast-* ed credit is dissolved, and, ' like the baseless fa- bric of a vision, leaves not a wreck behind.' Gen- tlemen, the Learned Counsel sets the Clause which states, " that upon an Increase of Dividend being proposed, the Question must go to a Ballot" at complete defiance: he insists that the question must be determined first by a General Court of Proprietors; and that, if the majority is against the motion, its fate is sealed. Is this, Gentle- men, complying with the Act of Parliament? I appeal to you as men of sense, Gentlemen: for a moment consider the predicament in which you are placed, if such doctrines are well founded. It will create and establish a law greater than the O law itself: it will deprive those Proprietors who. are prevented attending a general Court, of the rights guaranteed by an Act of Parliament, by that Act which the Honorable and Learned Coun- sel 28 sei admits to be in existence, but lias determined to be obsolete. Surely, Gentlemen, the Act of Parliament was wisely framed, in sending a ques- tion of such moment to a Ballot. If it had been intended by the Legislature, that the opinion of a majority of Proprietors at a General Court should be binding, for what purpose was the clause respecting the Ballot inserted? What so- lid objection can there be to giving a fair oppor- tunity to those Proprietors who may be prevent- ed by various causes from attending a General Court; and to those whom the Act meant to af- ford an opportunity for due deliberation upon so important a point, of confirming or rejecting the proposed increase by Ballot? Are Proprietors attending a General Court the only persons in- terested? And are those Proprietors who are prevented from attending, to have no choice in their affairs? Are they not equally interested in the concerns of the Company ? Are they not Copartners? And are they to be deprived of their rights by a new-created Law ; a law not only not recognized by the Legislature, but contrary to its declared will ; merely because an existing and acknowledged Act of Parliament has not uniformly been acted upon as it ought, and which the Honorable and Learned Counsel has therefore voted obsolete? But, Gentlemen, I think a very material question 29 question arrises here as to the official line of conduct which ought to be pursued by any Honorable Gentleman who is appointed to hold the important situation of standing Counsel to the Bank of England. I beg leave to be clearly understood, as not throwing out the smallest insinuation against the Honorable and Learned Gentleman, who now so ably sustains the arduous duties imposed on him with honor to himself, and advantage to the Company, and whose superior abilities no person is more willing to acknowledge, or more ready to subscribe to, than myself. But I do say, that it appears to me (and I can add also, to other Proprietors) but reasonable, that the Counsel for the Bank (notwithstanding he is a Proprietor) should not interfere with the debates on any motion at a General Court of Proprietors. I submit that he cannot act in a double capacity; that he is preclu- ded (E.v llrtute Ojficii) from delivering his senti- ments as a Proprietor: that his duty is only to asisst the Court with his advice when called upon ; and only when called upon, to explain and deliver his opinion on any point of law that may require it. Were it otherwise, how could the line of his responsibility be drawn ? Which arguments are to be received from him as legal expositions, for which he is professionally responsible; and which, 30 which, as the mere observations of a Proprietor, maintaining his position and his purpose, to whom no responsibility attaches? As for the unexpected interference of the Solicitor, that is an affair between the Honorable and Learned Counsel and himself; and although what fell from him certainly was not of a nature to call for any tiling like grave observation or reply, it might not be amiss for the Directors to settle which of these Gentlemen the Proprietors are in future to look up to as their public organ of legal communication and which it is most consistent with the dignity and safety of the Court should address and advise them upon such occasions. It is believed that some of the Honorable Directors entertain the same sentiments with the Author of this Address of the flourishing state of the finances of the Company, and of its ability to divide a larger profit, and think that the demand for an increase is founded in law and justice. On the contrary, the majority, (and that possibly a majority of one only,) for divers weighty and important reasons, may be of a dif- ferent opinion. But, Gentlemen, you will take notice, that the Court of Directors do not say " That the finances of the Company are in such a situation as to prevent their recurring the Dividend, or giving giving a Bonus ; no, they only say, that the Governor and Court of Directors are of opinion that a Dividend of Five Pounds per Cent, can safely be made." I am therefore decided!}' satisfied, that the very flourishing state of /our affairs will warrant with safety an increase of Dividend ; and I feel the more strengthened in that conclusion, by the circumstance of an Honorable Director having hinted at a former difference of opinion in the Court of Directors. I shall now reply to an Honorable Proprietor, (Mr. Forster,) who considers it a reflection on the Court of Directors, to take the recommen- dation of a Dividend out of their hands. With submission to his great experience and judgment, I certainly cannot coincide with him in that opinion. Why are the words " to consider of a. Dividend" inserted in the notice for a General Court, if the recommendation of the Court of Directors is to be carried without the Proprietors being allowed to offer their sentiments, or being furnished with a single account? If the law be obsolete, why call us together at all ? The Court of Directors need not call a General Court to consider of a Dividend ; they need not even recommend a Dividend ; but give the Proprietors what they please, and the Proprietors must be thankful that they get any thing. If the law 32 law is obsolete, the oaths to be taken by the Governor, Deputy Governor, and Directors, are obsolete also, and every thing relating to the Bank is obsolete, but the will of three or four persons ; and our affairs are bad indeed. Gentle- men, we all trust that the Governor and Court of Directors are honorable men, and faithful stew- ards. But if a General Court of Proprietors is authorized to consid&r of a Dividend, they clearly have a right to oppose any recommendation whatever, and propose any amendment they think fit, without the smallest reflection attaching to the Court of Directors. But to what an extent of absurd and disgraceful servility may not this doctrine of implicit confidence in the Directors be carried ? Has Mr. Forster already forgot that it was in proof before the House of Commons, that the Directors made between the 14th January 1795, and the 24th January 1797, twenty-nine representations to Government against the ruinous tendency of their conduct towards the Bank, without once apprising their constituents of the dangerous situation in which they were? and that they, in concert with Mr. Pitt, so carefully kept from their employers the fatal secret of their affairs, that the first knowledge which the Proprietors had of their disgrace, and probable ruin, was the public annunciation J/ A 000116345 33 annunciation, that the Bank of England had stopped payment ? Gentlemen, I shall now only trespass a short time longer upon your patience respecting Mr. Jack- son's motion for an increase of One per Cent, by way of Dividend. Here, Gentlemen, the obsolete Act of Parliament was recognized. In this instance it was an Act of Parliament in full force, and must be acted upon. The clause was read, which stated, " that two half year- ly dividends could not be declared the same day." This clause was conclusive and impe- rative. This clause, Gentlemen, you see im- mediately applied to the motion alluded to, and it could not be put. The Learned Gentleman then substituted the word Bonus for Divi- dend, and very justly remarked, that the one per cent, being then to be considered as a Bonus, the clause did not apply ; and he referred the Honorable Governor to the minutesof the General Courts in the years 1804- and 1805, which being read, it appeared, that a dividend of three pounds ten shillings had first been declared, and afterwards ' a Bonus in the same manner as proposed by Mr. Jackson. But, Gentlemen, the minutes of the Court were here not admitted; as a precedent here they were obsolete ; and the Governor, in consequence, positively refused to put the question. Gentlemen, Gentlemen, I leave to your consideration the justice and propriety of this conduct. You will or' course revolve in your minds what may be the iittest measures to adopt, to secure to your families that participation of profit which the law directs; and to yourselves, that right to a Ballot which the Legislature contrived for your safely. You will pursue such measures in a manner suitable to the great respect which we all entertain for the Governor and Directors, and suitable to the truly respectable character which you are known to possess yourselves. Having now performed my promise of laying before you, with as much accuracy as my memory would permit, the Proceedings of the General Court, I take mv O / leaver, with again strongly pressing theoccurences of that day on your recollection ; and exhorting you not to relax in your endeavours to establish, maintain, and strictly follow up, the spirit of those Acts of the Legislature, that have guaranteed to us in the most solemn manner, by Charter, those rights of which you are, and have been, so unjust- ly deprived. I beg to subscribe myself* Gentlemen, Your obedient and faithful servant, AN OLD PROPRIETOR. September 1809. Frtnua by . MAIDEN, herbovrn-Lane, Lombard-Street.