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principles and character, the cruel disappointment of the dearest parental hopes! The enormous magnitude of the evil should not lead to despairing supineness. If it is ever diminished, it will be so by small beginings and slow degrees: and though every single effort may seem inconsiderable, let us recollect that

combination and persevering suc. cession of small means produces the most astonishing effects. No sincere exertion in a good cause is ultimately lost. As it is the part of a patriot never to despair of the fortunes of his country, so it is that of a wise and good min to hope and believe well for the improve

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in the philosophy of morals, as well ment of the human race RARY

as in that of physical nature, the

DEBATE AT THE EAST-INDI HOUSENIA

East-India House, July 3.
COMMITTEE OF BY-LAWS.

(Concluded from p. 70.)

Mr. R. Jackson said, the simple question now was, whether they could retain the existing law? An hon. director had told them, that a year aud a half ago he had opposed the repeal of the old law, and that the proprietors were then in favour of its remaining amongst the Company's code. But, since that time, counsel had declared that it was illegal, and therefore it was necessary to move for its repeal.

The hon. D. Kinnaird suggested to his hon. friend (Mr. Lowndes), who spoke last, the propriety of economizing the time of the court. If it was his hon. friend's intention to address the court upon all the points for discussion at the same length at which he had spoken, he (Mr. K.) would be happy to compound with the hon. gentleman for the number of speeches. Really where so much remained to be discussed, if the hon. gentleman was desirous of offering his sentiments to the court on each subject, brevity and a strict adherence to the actual business under consideration would be highly desirable.

He (Mr. K.) would take the liberty (for liberty he considered it to be) of saying a few words upon the subject of the legality of the opinion which had been read to the court, upon the subject of the by-law now under consideration. When the hon. and learned gentleman (Mr. Twiss) had suggested a doubt of the validity of the opinion given by the Company's counsel, he (Mr. K.) had hoped that the hon. and learned gentleman would have attempted to throw some light of his own upon the subject, for he was quite sure that such light could not have been expected from any member of the committee of bylaws; and for this reason, because it would be quite presumptuous for any person upon that committee to question the

opinion of so many learned men upon a point which was so plain, as to induce every man of ordinary understanding to come to the same conclusion with those learned gentlemen. But he (Mr. K.) 'did not mean to examine the grounds of that opinion; not because he did not consider himself at liberty in this court to object to any opinion that might be stated by any authority, however great; but being satisfied with the opinion as it had been given, he would not presume to inquire into the grounds upon which the learned counsel had formed it; he would only suggest, in answer to the hon. and learned gentleman, that, for the reasons which he had stated, all other by-laws must necessarily be illegal, because this was so. But there was this main distinction as to the question of electing directors: the only main privilege that the court of proprietors had received from the legislature, was the privilege of chusing such directors as appeared to them best qualified to have the guardianship of their property. He apprehended, that with regard to the exercise of this privilege, the legislature had left the proprietors unfettered in the choice of those guardians of the property; and if they were not free to chuse their own directors, they would cease to be what were called proprietors of EastIndia stock; for, in fact, it was their property which gave them the right of chusing their representatives. Now he (Mr. K.) must take it, that however blackened a proprietor might be by notorious crimes, not that any such case could ever occur, but however debased his character might be, yet the law had declared that he was not thereby necessarily disqualified from being chosen a director. All that the proprietors could do in such a case was, to declare in a by-law that such a director shall be removed from his office; but that could only be done after he was elected. There could not be a stronger proof of this fact than the declaration of the legislature," that the proprietors

should have the freedom of chusing whom they pleased for their representatives, when the proper period of election arrived." No disqualification of any sort could incapacitate a proprietor from being chosen at the day of election ; but having chosen him, then the law said, "You may make whatever laws you please for improving the character and quality of your directorial body; you shall have the privilege of removing any director whom you think unworthy of that situation." The offences of a proprietor, as the learned counsel had said, might be brought under the consideration of the court, but could not prevent his election, and he might be removed upon motion; for that, in fact, was a motion of

course.

The court had already passed several by-laws to that effect; they had already declared, that if a director held the office of broker he should be liable to be removed from his office of director, or that if he was guilty of any wilful breach of any by-law he was to forfeit his appointment. Now that being the case, he (Mr. K.) apprehended there was a wide distinction between the privileges which the legislature had given the proprietors, by that authority; and he ouly stated this broadly, in answer to the observation thrown out by the hon. gentleman. But he by no means gave this as the reason upon which the learned counsel had founded their opinion, for he apprehended that they had limited themselves to the letter of the law; at all events, they had elicited the spirit of it, and that being the case, it should be something more than the objection of the hon. proprietor that should induce this court to act contrary to the opinion of their own counsel. Now he apprehended that the learned counsel, having been chosen by the directors to give their opinion upon a question of law, the court were bound by the opinion they had given, unless they were disposed to strengthen that opinion by trying it before the twelve judges of the land, a proceeding which he must take to be contrary to all precedent. How, he would ask, was this court to proceed, with safety to itself, if it refused to abide by those opinions which it sought in the first instance, for the purpose of amending its by-laws? They were going to pass a new by-law upon the subject of directors holding offices under government. No body ever doubted that it was perfectly legal to consider whether the holding of such an office should be a disqualification of a director to hold a seat in the directorial body. But, however, at present, the court had this opinion before them, and he apprehended there could not be a doubt of the propriety of the course now recommended. They had the opinions of

the Attorney and Solicitor Generals, Sir Arthur Piggott and Mr. Sergeant Bosanquet; and by those opinions the court were clearly bound.

Mr. Howorth said, that the simple question before the court was, whether the by-law, which had been read, should be declared to be invalid or not? It appeared to him, that the opinion of the learned counsel was such as to remove all reasonable doubt of the invalidity of the present law; he therefore begged leave to move, that the clause read by the clerk be repealed.

Mr. Twiss said, he did not rise again for the purpose of prolonging the discussion, but merely to call the attention of the court to a proper understanding of the question before them. They were called upon to repeal a law which it was declared by high legal authority they were not competent to keep upon their statute book. The question which he (Mr. T.) pressed for the re-consideration of the very considerable persons who had given their opinions, was, whether or not it was so clear a question as some persons supposed it to be, that the by-law which had been read was illegal. Now if this court should entertain a sincere opinion that the illegality of this by-law was doubtful, it might be thought right to pause before it was expunged from the book, for the purpose of referring the question again to those authorities by. whom the opinion had been propounded, with some statement of the reasons why it should be reconsidered. It would be presumptuous for him to excite any. doubts in the minds where none existed before; but when he entertained such doubts himself, he only did so in common. with other proprietors. It was not any new opinion of his, though it was one which he certainly did entertain, notwithstanding that it was opposed by such high authorities. What he would ven-· ture to suggest was, that before the court proceeded to repeal this law the court would continue it a little longer.

Mr. Jackson said, that if he understood. the hon. gentleman rightly, he had contended, that if any person in the court. entertained a sober doubt as to the validity of those legal opinions they ought to be referred back to the learned counsel for further consideration. Now the hon. and learned gentleman said that he enter tained doubts, yet he had not stated to the court upon what he doubted. It was somewhat extraordinary, that after this court had implicitly delivered itself up to these four learned counsel for their opinion upon these by-laws, and having taken their opinion as to this particular law, which they declared to be illegal, the court should be now called upon to send the case back again to those counsel

for the purpose of seeing if they could not find out doubts which they had never yet entertained. That would indeed be a

most extraordinary proceeding, and it was the more extraordinary when the court recollected under what circumstances the learned counsel had formed their opinions. Was it to be supposed that those learned gentlemen, after they had maturely deliberated upon the case, were capable of declaring an opinion which they did not really entertain? or that they could, upon reconsideration, change an opinion which they had so deliberate ly formed? The hon. gentleman seemed in his argument to have mistaken the point; for the hon. gentleman had said, with a great deal of emphasis, that it was competent for the court of proprietors to lay down a rule that seven days notice should be given by persons who declared themselves candidates for the directory, previous to the day of election. Now who denied that the proprietors might, if they pleased, enjoin such a regulation? Surely they might, if they pleased. But the learned counsel had the whole of the law relating to this subject before them; and they were distinctly of opinion, that so much of the bylaw as required that the lists should only contain the names of persons who should have declared themselves candidates by giving notice thereof in writing to the secretary seven days previous to the day of election, was totally void; and for this reason, because, in fact, to require such a notice would tend to disfranchise the court of proprietors, and totally, defeat the operations of the statute by which they were empowered to vote at the election of directors. The hon. and learned gentleman could not venture to say that it was illegal to do away the necessity of such a notice. If the hon. and learned gentleman could contend for so absurd a proposition, it certainly would be a complete mistake of the principle upon which the statute law had proceeded. learned counsel had given it as their opinion, that the court of directors had no right to require such a notice as was mentioned in the existing by-law. The learned council had said that the present bylaw had a tendency to disfranchise the proprietors, and that this court had no right to reject the list of any man which only contained the names of persons who had given the seven days notice before the day of election. The proposition of the hon. gentleman was nothing more nor less than this; namely, to call upon those who had never yet doubted, to get up all of a sudden and overbear the repeal of the law against the decided opinion of the counsel, to whom the question had been referred. The fact was, that no man in the court

The

but the hon. gentleman did really entertain a doubt upon the subject: but even if there was a sober doubt existing in the minds of any number of the proprietors, that would not be a reason for compelling candidates to give a certain number of days' notice of their intention to stand for the office of director. If the learned counsel themselves had doubted upon the question it would be a very different case; but their opinion was, in fact, explicit. For the reasons they had stated they had declared this by-law to be illegal, and they had felt it their duty to declare that the law ought to be repealed. The alteration, therefore, had the sanction of the counsel, and it ought to be confirmed. Undoubtedly the members of this court had a right to state their objections, if they really entertained any, as to the propriety of the new law; but the only question was, whether the court would confide in the counsel to whom the case had been referred, and not whether their opinion was right or wrong. It appeared to him, therefore, that the court were bound by the opinion which had been just delivered to them by their counsel.

Mr. Twiss contended that there was nothing very extraordinary or unusual in calling upon even the highest legal autho rities to reconsider their opinions. He (Mr. T.) did not mean to go into the question as to the disqualifications of a director; but merely into the question, whether those who came forward as candidates for that office should or should not attend to certain forms which were required, even in the most ordinary transactions of life. The object of the regulation, which required the seven days notice to the secretary, was to preserve to the proprietors the real freedom of election. He would put it to the whole body of proprietors, whether there could be a more convenient or useful rule than that which required that the electors should have due notice of the names and characters of the competitors who came into the field for the purpose of being returned to the directory? The whole scope and object of the present law was to prevent the proprietors from being taken by surprise; and in that point of view, he thought this regulation was necessary.

Mr. Jackson said, that the great contention of his hon. and learned friend seemed to be, that the proprietors should be apprized of who were the candidates proposed for the directory. It seemed to be forgotten what the point in dispute was. The by-law, as it at present stood, compelled the directors to advertise all the candidates a certain number of days before the day of election. Now, the learned counsel had declared that a candidate could not be prohibited from start

ing upon the poll on the very day of election. They had declared, that if a person chose to start the night before, there was no legal objection to his election, if the proprietors chose to give him their suffrages, therefore such a man could not announce his intentious according to the present law; but for all fair purposes the directors were bound to advertise the candidates within sixteen days of the election, however it was limited to seven days by the present law. They were, at all events, bound to advertize all that they knew, up to a certain time, but the candidates who started after that time were not prohibited from standing for the election.

The hon. D. Kinnaird wished to ask the hon. and learned gentleman (Mr. Twiss) a question upon this point. The by-law now in force required seven days notice from the candidate of his intention to stand for the election. The act of parliament allowed every person who had a qualification of £2,000 stock to be elected for the directory. Supposing, then, that a person qualified by buying in £2,000 stock the evening before the election, he wished to know whether that person was qualified or disqualified from becoming a can. didate, or whether the act of parliament would prevent him from standing?

Mr. Twiss said that the hon. gentleman had supposed a case which was not provided for.

The hon. D. Kinnaird. Would the hon. and learned gentleman say, that if such a person was not to be elected a director it was a case that was provided for?

Mr. Twiss apprehended that every per son who gave the notice required by the law must be qualified at the time of giving the notice.

The hon. D. Kinnaird. He cannot do that if he only qualifies the night before the election.

Mr. Heatley thought that the by-law, as it now stood, was completely unin telligible. The purpose of the annual meeting of the proprietors was to elect six directors, and the good sense of the rule, which required that no man should deliver in a list of more than six candidates eligible for the office, every body understood; but he never could understand the good sense of saying, that because he had a right to vote for six persons he had no right to vote for four. The by-law which at present the court were discussing meant only to say, that instead of obliging a proprietor not to throw away his vote by giving in more than six names, he should not circumscribe his vote by giving in less than five. Had it merely said, that a proprietor should deliver in a list of not more than six names, and had there stopt, the law would have been intelligible enough; but as the old

by-law stood, it obliged him to give in not less than five names. It was a very sensible rule that the list should not exceed the number of six candidates; but he could not conceive why a proprietor was to be tied down to give in not less than five. The question seemed now to be, whether the list should contain merely six names, or five or six, according to the old law?

Mr. Jackson said, that the question was, whether the candidates should give seven days notice in writing of their intions to start on the day of election ? .

Mr. Heatley apprehended that the question was, whether the distinction of five or six names shou'd stand, or whether the new law was proposed to confine the number to six ouly, should be adopted ?

Mr. Jackson said, that was not the position to which he addressed himself. He had merely stated that the old law required seven days notice of the intention of the candidate to start; a condition which the new law did not require.

Mr. Hume said, he was not prepared to have heard objectious such as had been made to-day. First, it was a matter of complaint on the part of an hon. and learned gentleman that the learned counsel were not here to-day in order to answer difficulties started, and give the ground of their reasons; and then, the hon. and learned gentleman had blamed, counsel for not giving any reasons for the opinion they had given.

Mr. Twiss explained, and said he had blamed no one; but here was an opinion given by four learned counsel, and he ventured to presume, that any person having common sense, and accustomed to have his mind turned to such subjects might reasonably entertain such a doubt as he entertained, and might naturally wish to inquire of those counsel their reasons for the opinion they had given. There was a multitude of cases which he could cite, if it were necessary, though they might uot probably be intelligible to a mixt auditory, where the grounds of a counsel's opinion were distinctly stated as a necessary part of the opinion, in order to make that opinion intelligible.

Mr. Hume said, he was very much at a loss to know what the hon, and learned gentleman really meant to say. Perhaps he (Mr. H.) was not very much enlightened by what the hon. and learned gentleman had said in the course of this discussion, but if he collected any thing from him it was this be had argued, that in as much as the learned counsel whose names had been mentioned had not given any grounds for their reasons, he wished to know the grounds of the opinion to which they had come.

Now

he (Mr. H.) begged leave to say, that the grounds of counsel's opinion were seldom

or never given; every man knew, that when a counsel gave his opinion he never entered into a statement of the grounds of it.

Mr. Twiss said, that in nine cases out of ten counsel always gave the grounds of their opinion.

Mr. Hume replied, upon his own knowledge, that, in nine cases out of ten, the grounds of counsel's opinion were not given. They might quote an act of parliament, or refer to it as bearing upon the question, but, excepting in very extraordinary cases, the grounds were never entered into; and he should presume that the court, according to its usual practice, would act upon the opinion of their counsel, without requiring what was now demanded.

Mr. Twiss said, that was not what he he meant to argue.

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Mr. Hume was at a loss to conceive what the hon. and learned gentleman really meant to contend. The objection was, that the learned counsel had spoken conclusively after the following words. "We are of opinion that so much of this bylaw as requires that the list shall only contain the names of persons who shall have declared themselves candidates by giving notice to the secretary seven days previons to the day of election, is void." Their former opinion related to this question generally, and they were then of opinion, that this by-law was inconsistent with the statutes. Now the hon. and learned gentleman told the court that this opinion of the learned counsel might be right or wrong, but he had a doubt upon it. He did not, however, condescend to state why he doubted, nor had he given any quotation from any act of parliament upon which any doubt could be founded. Not so of the learned counsel, for they had quoted an act of parliament for the purpose of shewing that this by-law was void beyond all doubt. He (Mr. H.) had not the good fortune to be learned in the law: but he held in his hand a letter which he had addressed to the court of directors on the 10th June 1812, in which he stated his doubts as to the legality of the existing by-law, and requesting that they would take the opinion of counsel upon it. On that occasion he (Mr. H.) anticipated the opinion which the learned counsel had formed; because upon a true construction of the act of parliament, it was impossible to form any other opinion.

The hon, and learned gentleman then wished to terrify the court about innovating upon laws and regulations which had existed for a century, Really he was surprized at the incorrectness of the hon. and learned gentleman in point of time. He (Mr. H.) would venture to say, that the first by law upon this subject only passed Asiatic Journ.-No. 26.

in the year 1775, and that it was altered in the year 1793. Now, supposing this law had passed a century ago, he conceived that the length of time during which an illegal enactment existed was the strongest reason why it should be quickly repealed. The directors had certainly conducted themselves with great propriety on this occasion; and if the court of proprietors did not support them, fortified as they were by the best legal opinions, they would, by an act of their own, stultify the proceedings themselves if they did not confirm those opinions. If it should be thought advisable to carry this case to a higher tribunal, and it should be determined to decide it by proceedings in the court of King's Bench, it was to be hoped that the hon. and learned gentleman who suggested that proceeding would undertake himself to pay the expense of it; because, as no other man seemed to entertain a doubt upon the point, it was but reasonable that he should bear the cost of the proceeding. But the hon. and learned gentleman knew very well that that could not be done at all events, he knew it would not be done. Could any thing be clearer than that a by-law of this Company, such as was before the court, could not take from an individual proprietor that right which the act of parliament had given him? The learned counsel had declared this to be the true interpretation of the law, and he hoped that this court would not yield to any underhand way of meeting this question. The point for the decision of the court was, whether they would suffer a by-law to remain any longer upon their statutes which had been declared to be illegal, and as having a tendency to trample upon the franchises of the proprietors, whose chief security and independence rested in the vigilant execution of that act of parliament which had given them the right of election. Without delaying the court any longer, he entreated them, consistently with their own interests, to go on vigorously in repealing such by-laws as were illegal. He concurred with his hon: and learned friend, Mr. Jackson, that the opinion of counsel ought to be taken as good in all cases: but where it appeared to be agreed on all hands, as in this case, that the by-laws was invalid and illegal, he hoped the court would be unanimous in rescinding a law so inimical to the interests of the proprietors. He was prepared to meet the court of proprietors as to their qualifications, as a separate and distinct question, because he apprehended that that had nothing to do with the present proposition.

Mr. Jackson said, that the directors had made very honourable exertions to attain an alteration of the law, and there could be no doubt that they would lend their X

VOL. V.

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