aid in supporting that alteration. But certainly he (Mr. J.) had no reason to expect that the existing by-law could have been successfully aided after a lapse of thirty years, during which it was now declared to have been invalid, by the argument that its antiquity was a reason for its continuance. If it was now found to be an invalid law, no reason founded upon antiquity conld be urged against striking it off the statute book. The great principle upon which the Company ought to act was, that they should only adopt such by-laws as were consistent with the laws of the land. The only question, then, in this case was, whether that by-law which had been declared to be invalid aud illegal should be repealed. As soon as that question was determined, it would be then for the court to consider what substitute should be adopted but in all events, there could be no doubt in declaring the existing law to be illegal.

Mr. Howorth said, he had only one observation to make, and that was-as to a general principle, upon which he had taken some pains to instruct himself. He took it to be a clear proposition, that it was not in the power of a majority of this court to deprive any director or proprietor of any rights vested in him by statute: and that even if they came to the resolution that this by-law should stand, even by a majority, that majority could not make it law. An hon. friend of his had adverted to the long lists, as connected with this question. He could only say, that as there was a good deal of difficulty connected with the amended law which he had proposed to substitute for that relating to the long lists, it was proper that he should inform the court that he intended to withdraw that law which related to the long lists. He had only now to request that the question might be read from the chair.

Mr. Twiss rose to explain, and saidthat as an hon. and learned gentleman (Mr. Jackson) had called upon him to shew the ground of his doubt upon this question, he should state again what he had stated before, that as the charter had given the Company a power to make by-laws for the regulation of their affairs, he apprehended that any act which had since passed, could not affect that power, which the Company exercised by their charter.

Mr. Jackson said, that the question rested upon the opinion of the four coun

sel.

Mr. Elphinstone said, he was glad to hear the chairman of the committee of by-laws say that he meant to withdraw his new law relative to the long lists. He hould have been prepared to oppose that law, because it enacted things which were contrary to his view of the subject, and because it struck him that it contained

regulations which were not only not essential to, but would encumber the proceedings of the election.

Mr. Lowndes rose to speak again, but was inaudible from the cry of order! order spoke! spoke!

Mr. Pattison was happy to hear that it was the intention of the honorable chairman of the committee of by-laws to withdraw the new law relating to the long lists. He was persuaded that the hon. gentleman spoke the sense of the committee, for if not, he was fully persuaded from the honour and candour of that hon. gentleman that he would not have made any communication of that sort lest it might be supposed to influence the proceedings of the court. But presuming that the hon. gentleman spoke the sense of the committee, he (Mr. P.) should therefore, upon that ground, not oppose the repeal of the present by-law. Had the matter taken another turn he certainly should have been disposed to act otherwise, because he was quite convinced that the regulation which required seven days notice to the secretary previous to the day of election was an essential and excellent proceeding, inasmuch as the object of it was to prevent any new man being foisted upon the court upon the day of election, at a time when they had no opportunity of inquiring into his eligibility.

Mr. Howorth said, in explanation, that his intention of not bringing forward the new by-law relating to the long lists, had the concurrence of those hon. members of the committee of by-laws with whom he had had an opportunity of communicating.

The Chairman then put the question for repealing the old by-law; and, upon the shew of hands, it was carried in the affirmative.

The following new by-law was then proposed to be substituted.

"Item, it is ordained, that in all elections to be annually made of six directors for four years, in pursuance of the act of parliament, of the 13th George III, cap. 63, each proprietor voting shall give in a list containing not more than six names of persons duly qualified to be directors: and if any lists shall contain the names of more than six persons duly qualified, every such list and all the names therein shall be totally rejected."

On the question being put for the adoption of this amended law, it was carried in the affirmative.

"Old Law, Chapter IX, sect. 1, page 51.-Item, it is ordained, that every member of this Company who shall directly or indirectly, under any colour or pretence whatsoever, trade within the limits of the Company's charter, otherwise than in the joint stock of the Company, except in the manner and under the

regulations and restrictions provided by act of parliament, or the by-laws of the Company, shall forfeit and lose, to the use of the said Company, the value of all money, goods, and merchandizes, so traded for, over and above all other penalties and forfeitures imposed by act of parliament, and be rendered incapable of serving this Company in any office or place whatsoever."

Opinion. The clause of incapacity appears to us to be void as far as relates to directors, and considering the very heavy penalties already imposed by act of parliament for illegal trading, we think that the additional forfeiture of all money, goods, and merchandizes traded for would not be deemed reasonable."

Mr. Howorth then proposed that this old law should be repealed.

The question was put and carried in the affirmative.

"Amended Law, Chap. IX. sect. 1. Item, it is ordained that every member of this Company who shall directly or indirectly, under any colour or pretence whatsoever, trade within the limits of the Company's exclusive charter, otherwise than in the joint stock of the Company, except in the manner and under the regu lations and restrictions provided by act of Parliament or the by-laws of the Company, shall not only be liable to be removed from any office he may hold at the time under the Company, but be for ever incapable of holding any office whatsoever the qualification for which is subject to the regulation of the general

court."

Mr. Howorth then moved that this new law be adopted.

The question was put and carried in the affirmative.

"Report. The 9th section of cap. VI. before referred to, we have advised to be repealed. The addition to this law which was proposed for the adoption of the general court by your last committee we have embodied into an independent by-law, so modified as now no longer to be opposed either to your charter or your statute."

"Old Law, Chap. VI. sect. 9. page 31.-Item, it is ordained, that no person shall be a director of this Company within two years after having held any office in the civil, military, or maritime service of the Company."

"Opinion. The words of the statute 13. Geo. III. cap. iii. sect. 2. are confined to offices, stations, and employments, civil and military, and the by-law cannot extend the disqualification."

Mr. Howorth moved the repeal of this law, inasmuch as the act of Parliament referred to in the opinion of the counsel was confined to offices, stations, and employ

ments, civil and military; and therefore the remainder of it ought to be repealed.

The Chairman then put the question for the repeal of this law, which was carried in the affirmative.

"Amended Law, Chup VI. sect. 9.

Item, it is ordained that any proprietor who shall have been elected a director of this Company within two years after having held any maritime office in the service of the Company shall be liable to be removed from his office of director; and that any director who shall hold any office or place of emolument under the crown shall be liable to be removed from the said office of director."

"Report.-Obvious as to your committee appears the propriety, in all time to come, of preventing the servants of the crown from being entrusted with the direction of your affairs, we hesitate not a moment to recommend the exemption of Mr. Lindsay from the effect of this regulation, as far as the office which he at present holds may bring him within its controul. Were high honour and unimpeached integrity sufficient ground for the exception of any individul from a general rule, we feel confident the committee would in vain seek for a name more fully tinctly on the unfairness of giving to a new to justify the proceeding: but it is disregulation a retrospective operation that we desire to offer this opinion to the court."

Mr. Howorth moved the adoption of the proposed law above introduced, in conforcommittee in favour of Mr. Lindsay. It mity with his own opinion and that of the was his intention to have proposed a resolution, and he hoped he might do it with propriety, recommending that this law should have no retrospective effect so as to attach upon Mr. Lindsay.

The Chairman said he fell in perfectly with the idea of the committee of hylaws, but he begged leave to suggest an addition to the amended by-law, after the words, "shall be liable to be removed "from the said office of director," to this effect" provided always, that this "by-law shall not affect any person at "present in the direction and now hold"ing any office under the crown, or to "preclude any such director from being "re-elected, or to subject him to the lia"bility of being removed after re-elec"tion." Without this addition he apprehended that the resolution of the committee might be liable to question.

Mr. Howorth said that he spoke the sense of the committee; and he presumed that if the words now proposed were to stand part of the law there would be no objection to their being adopted.

Mr. Jackson thought the resolution in favour of Mr. Lindsay, excepting him from the retrospective operation of the

law, was a measure of complaisance which ought to be adopted: and he conceived that the circumstance of his holding the office he did ought not to impede his reelection. He thought also that the same exceptive regulation ought to be made in favour of any other director who happened to hold at this moment a situation under the crown.

The Chairman said he might venture to say with confidence that there was no director excepting Mr. Lindsay who now held any office of profit under the crown.

Mr. Hume said, that having three years ago submitted to the court a motion upon this subject which was not carried, he begged leave now to renew a suggestion which he then made, that this law ought not to apply to directors who held offices under the crown which were either without pecuniary emolument, or the emolument of which was so trifling as could not influence the conduct of the director. There might be various offices which a director would probably be called upon to fill under the crown, the emoluments of which were so small as ought not to disqualify him for the situation of a director for instance, the office of a sheriff, or a justice of the peace, which, though offices under the crown, afforded very trifling emoluments. He submitted, therefore, that a director's acting in such situations, ought not to influence his election, and he thought it would be wise to make an exception in favour of directors holding any occasional trifling appointment which could not reasonably disqualify him for the situation of a director. He should propose, in all events, to limit the amount of such emoluments which should not disqualify a director to a sum not exceeding £300 per annum.

The Chairman said he believed that the office of sheriff was a very expensive and onerous one; and as to the office of justice of the peace, except that of police magistrate, it was attended with no emoJument whatever. He himself was a justice of the peace in Berkshire, but it did not yield him any emolument whatever. The fines received were paid over to the clerk of the justice, but the justice did not receive one farthing emolument. Indeed the office of justice of the peace was attended with some expense in travelling, which was hardly worth mentioning; but certainly it did not put a farthing into his pocket.

Mr. Jackson could not concur with his hon. friend in the propriety of adopting the countervailing regulation to guard against the possibility of a director's being influenced by the paltry consideration of £300 a year. At all events he presumed that it never was in the contemplation of the committee of by-laws to bring the office of magistrate, which was an office

of honor and expense rather than of profit to the party who held it, under the operation of this law. He (Mr. J.) knew too well from experience that the office of a magistrate was very troublesome and unemolumentary.

Mr. Howorth said, that certainly the office of a justice of the peace being one more of dignity than emolument, it was not in the contemplation of the committee of by-laws as one coming within the scope of this law.

The Deputy-Chairman conceived that' this by-law carried a contradiction upon the face of it. It began by enacting that it was not fit to elect any person holding an office under the crown, and then it made a special provision or exception in favour of certain persons who might trust to the honour of their characters and ge neral merits to secure their re-election. Now it was for the court to consider whether the necessity of this long paraphrase recommended by the hon. chairman might not be obviated by introducing a word or two into the body of the law as it at present stood. Why might not the' law stand thus " and that any direc tor who shall from this time, or hereafter, or henceforth, hold any office or place of emolument under the crown, shall be liable to be removed from the said office of director." The word hereafter would remove all the difficulty, and make the law explicit.

After a short desultory conversation, in which Mr. Hume, Mr. Kinnaird, Mr. Elphinstone, Mr. Lowndes, Mr. Howorth, and Mr. Twiss took part. The Deputy's. amendment was agreed to, and the law as amended stood thus.

"Item, it is ordained, that any proprietor who shall have been elected a director of this Company within two years after having held any maritime office in the service of tlie Company, shall be liable to be removed from his office of director, and that any director who shall hereafter hold anyoffice or place of emolument under the crown shall be liable to be removed from the said office of director."

The question upon this by-law thus amended, was put and carried in the affirmative.

The proceedings on the report were then resumed

"Observation of the committee.-In submitting for your adoption the following by-law, for the purpose of securing the greatest practicable extension to the system for making your purchases by open contract, your committee feel it incumbent on them to advert to the circumstances which have influenced their conduct. The attention of your committee was drawn by a letter addressed to them from a very respectable proprietor of EastIndia stock, to the manner in which, a

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few seasons back, a purchase of upwards of two thousand chests of claret was made under this representation your committee deemed it their duty carefully to examine the proper officer of the house connected with the buying department. It is but justice to your directors to admit that the subject had engaged their attention, and that what is now proposed is little more than giving the validity of a bylaw to a regulation already contemplated by them.'

"New Law, chap. 11, sect 1. page 13. Item, it is ordained that all purchases for exportation by the court of directors, or any committee thereof, be made by open contract, excepting in cases where the court shall be of opinion that this mode cannot be adopted beneficially for the Company; and that upon such deviations, the reasons for the same be entered upon the minutes of the court or the committee: and that in all such cases, no private contract shall be completed without the concurrence and approval of the court of directors to such contract."

Mr. Howorth begged leave to propose an amendment to this clause, by inserting after the words "excepting in cases where the court shall be of opinion that this mode cannot be adopted beneficially for the Company." Leaving out the remainder of the paragraph, and adding "and that in all such cases the reasons< for the same be reported to the court or the committee, except in the cases of bullion."

The Chairman suggested that there were some words in the law as at present proposed which had better be changed, it being impossible to adopt them by this court.

The law had these words," and that upon such deviations the reasons for the same be entered upon the minutes of the court, &c." Now it would be better to leave out the word reasons for the purpose of inserting opinions: for if the reasons were entered upon the minutes of the court, they might branch into a great extent and produce considerable inconvenience. He thought the spirit of the law would be preserved by the substitution of the word opinions.

Mr. Elphinstone regretted that the committee who sat for the purpose of taking this law into consideration, did not look more minutely into the mode in which the Company carried on the business of making purchases for exportation; for if they had, they would have found it absolutely impossible that the system of making purchases by open contract, could be applied beneficially to the Company's interests. He would take, for instance, that branch of their export trade which was the most important, namely the woollen manufacture. There were about two hundred thousand clothiers in this country:

now what would be the consequence if the Company were to send out an advertisement, announcing to that numerous body of manufacturers that they were in want of certain goods in their line of business. Why some man with a large capital would take advantage of the circumstance, become a monopolizer of the articles which the Company wanted and thereby prevent them from making purchases on reasonable terms. The prac tice of the Company hitherto had been found beneficial and advantageous; it was this: namely, to send round to a number of the most respectable manufacturers with whom they were in the habit of dealing, announcing to them that they were in want of such and such goods, and requiring them to report at what prices they would undertake to furnish the articles. By that means the Company were certain, from the respectability of the persons with whom they dealt, to have the articles which they wanted at as cheap a price as the manufacturers could afford to supply them. It was an important consideration with the Company to have articles of the best quality; and if their present practice should fail, he apprehended that the practice of making purchases by public advertisement would not remedy the inconvenience; for an advertisement might fall into the hands of any man of a speculative turn, and the Company could not obtain the goods so cheap nor so good as by their present mode of dealing and he ventured to predict that if the quality of the goods was left out of consideration, there would be an end of the Company's China trade. He disapproved of the idea of calling upon the directors to state their opinions or their reasons for departing from the system of purchasing goods by open contract, should it even be adopted; because it would seldom happen that the bulk of the proprietors would agree in the opinion of the directors. His opinion was, that the best principle upon which the Company could act, was to follow the practice of every other merchant, and he had not heard that any other merchant ever made purchases by public advertisement. private merchant knew his own interest, and he generally adopted that course of business by which he obtained his goods at the cheapest price. A private merchant never carried on business by advertisement and in as much as the Company ought to deal upon the same principle as a private merchant, it would be found that a departure from that principle would' be attended with the greatest injury.

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Every

Mr. Hume said he was not aware whe ther he understood correctly or not the observation of the hon. director; which if he collected it truly was, that the directors did as every other merchant did

in buying their goods. He was not certain whether the hon. director who spoke of the practice of the Company in making purchases of woollen manufactures described the mode in which the Company entered into their contracts: if he understood him rightly, he did not add whether they usually asked the prices at which the manufacturers could supply the articles wauted. He was the more desirous of having this ascertained, because he had reason to regret that the court of directors had not done as other merchants did, on very many occasions. When that hon. director sat in the chair, a question was sent to certain individuals to know whether they could supply a certain number of chests of claret; but then no question was asked as to what price they could supply the wine. He would state it as a fact, that the Company in this instance had not acted like private merchants. So far from their acting as other merchants did, it was notorious that in the year 1814 an order was given for four thousand half chests of claret which were shipped off for India without any previous inquiry into the price. He should not have brought forward this transaction if the hon. director had not stated that the Company acted constantly upon the principle of the dealings of other merchants. He held, however, the fact to be directly the contrary. Most sensibly did he feel the objection which had been stated and observed upon by an hon. member of the committee of by-laws, that it would be a great inconvenience if the court of directors were to conduct every branch of their buying department by open contract. But it was to be observed, that the by-law proposed made provision for certain cases, and left it in the breasts of the directors to exercise a discretion in cases where this mode could not be adopted beneficially for the Company. But it did more : it stated that the directors knew nothing of this wine transaction, and many other transactions of the like nature; and he (Mr. H.) believed, upon the information he had received, that that circumstance was not even reported to the directors, nor to any one connected with the Company, besides the parties engaged in it, till the whole transaction was at an end. The fact was, that the committee for buying and selling had considered it an advantageous speculation to buy wine for the India market, and they accordingly ordered two thousand chests of wine to be supplied in two years; and, contrary to the practice of every merchant in London, they gave an order for that vast quantity of wine which was not to be sent out till two or three years afterwards. Of the policy or the justice of the court of directors taking up such a branch of trade, he would

not venture to give any decided opinion; but it should be recollected that the directors had a large establishment of officers belonging to ships, whose interests must be materially affected by taking from them this branch of traffic which had been always carried on by them. He would be glad to know how it could be said that the directors acted as other merchants when they never knew of this speculation until long after it had been completed. Beside which, it must have been known by the persons who entered into it that it would be attended with an infallible loss, because it must be very well known to them so large a quantity of wine could not be sold in India until many months after its arrival. Every merchant acquainted with the East-India trade must know that wine of that description, and in such quantities, could not remain good until it was sold. Claret was only good in that country whilst it was fresh, and therefore, if this was really a good speculation, the wine ought to have been sent out fresh and fresh; whereas the quantity sent out to India at once amounted in value to £68,000, freight and other expenses excluded: and it should be observed, that this was an order not given amongst a body of wine merchants, but to two individual dealers only. He had no thing to urge against the character of those two men. They were respectable merchants no doubt: but he wished the court to know that what was stated to be done in all instances with respect to the purchase of woollen manufactures was not quite so true with respect to the purchase of wine. The price of the wine in this case was never ascertained until after the whole was shipped and sent off to India. The transaction began in 1814, and not until christmas 1815 was the prices of the wine sent in. Surely then it was absolutely necessary that some wholesome check should be put npon so runious a system. Would any man tell him that the court of directors, consisting of twenty-four members, would have suffered this transaction to go on, if they had known it? If they had known that the committee of buying and selling had purchased two thousand chests of wine without knowing the price, was it not to be believed that the transaction would have been stopt before it came to a final completion? was it not known that the accounts of the arrival of the wine at Bom- ' bay and Madras had reached this country before even the price of the commodity was ascertained? was it not at least notorious that the last parcel was sent up before the price was known.

The Deputy Chairman interposed, and said that he would undertake to say that the price was known before any more