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ENGLISHMEN and foreigners, have long had reason to regard the Bank of England as the most important of all the commercial establishments in the world; it is, therefore, peculiarly incumbent on the proprietors of that establishment to be jealous of every proceeding, and of every insinuation, that militates either against the wellbeing of the Bank, or against the honor and characters of the governor, deputy-governor, and directors; to whom, under the charter, the whole management of its affairs is essentially committed.
I have been led into these observations by a report of an extraordinary motion, made at the half-yearly general court, held in September last, for the purpose of declaring a dividend; and especially by a printed circular letter, addressed To the independent proprie'tors of Bank Stock: whereby it is insinuated, that the conduct of the governor of the bank, in the chair at that court, was 'man'œuvring' and irregular ; ' and that the directors of the bank, in whom the proprietors have placed implicit confidence, may, contrary to the charter, have improperly entered into engagements 'with government, whereby the property of the proprietors, and the actual state of their concerns, may have been unjustifiably
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'withheld from them."
In the same circular letter it is also stated, that meetings have 'been held, and that many respectable, independent, and opulent, 'proprietors of bank stock are determined to appear at the next 'general half-yearly court, for the purpose of pursuing those mea⚫sures which they are empowered to pursue by the terms of their ⚫ charter. 2
An extract is also added from a publication by the late Mr. 'Allardyce, who,' it is said, stood almost alone the champion of the proprietors' rights; and who, by his active perseverance, and his powerful writings, did certainly oblige the directors to make a 'partition among their partners, of a portion of their hidden
I confess that, as an independent proprietor of Bank Stock,' the perusal of that circular letter occasioned in my mind a variety of uneasy reflections. reflections. I therefore resolved to make an immediate inquiry into the conduct of the governor and directors; and especially to procure a copy of those powerful writings' of Mr. Allardyce, that had obliged the directors to make a participation of a portion of the hidden wealth which they had unjustifiably' with held from the proprietors of the bank. And, in the event of finding evidence of improper conduct in the court of directors, I was equally resolved to join in an application for papers, books, and accounts, and to co-operate in any measure that afforded a prospect of placing the direction and management of the bank in more honorable hands.
If the author of the circular letter had put his own name to it, instead of signing merely A Proprietor,' I might have applied to him for essential information: but, as he chose to conceal his proper name, I was under the necessity of applying elsewhere: and I was given to suppose, that the charges and insinuations, in the said circular letter, had originated partly in a disappointment: for that, contrary to the practice which has obtained for many years, among the proprietors, in the general half-yearly courts of the bank, a proprietor, who is not one of the directors, had moved for an increase of dividend, from five pounds to six pounds per cent. for the half-year payable in October last; notwithstanding the governor of the bank (who was then in the chair) had intimated to the said general court, in the customary manner, that, in the opinion of the court of directors, the dividend to be declared for the said half-year should be five pounds on every one hundred pounds of Bank Stock. The proposed amendment, however, being put to the vote, was lost; and a majority of the proprietors then present agreed to, and declared, a dividend of 51. per cent. as originally suggested by the
court of directors.
There can be no doubt, that every proprietor, in a general court, has a right to move an amendment on any motion before the court. But it may be asked, whether any Proprietor ought to have suffered his inclination to prompt a motion for an increase of dividend, until he had acquired a previous knowledge of, at least, some of the many circumstances which must have operated on the minds
of the Directors, when they, in their ministerial capacity, were considering the dividend that ought to be recommended, and which the Governor, therefore, did recommend, to the sanction and adoption of the General Court?
Without giving a direct answer to this question, perhaps it may be replied, by the friends of that motion, that it was intended either to procure an increase of dividend, or to gain, from the Court of Directors, a more copious exposition, than they generally give, of the state of the Bank. And (quoting the powerful writings of Mr. Allardyce) it may be further replied, that there are various ❝ and contradictory opinions of the conduct of the Directors; that some persons think their management is not only irreproachable 'but meritorious, while others assert, it is guided by narrow-min'ded and illiberal principles; shackled by systems, and biassed by prejudices, that as to the state of the Bank affairs, it is a 'perfect mystery, known only to the Court of Directors; that every body says, the Bank must be possessed of an im mense hoard of wealth, which is continually increasing: but when asked for what this hoard and its accumulations ' are intended, nobody can tell but the Directors, and they ' are not accustomed to answer questions of that nature; that nothing can be collected, with regard to the affairs of the Bank, but that they are governed by two systems, the system of hoarding and the system of mystery and concealment. Yet these systems 'do not derive their origin from the constitution of the Bank; which,' continues Mr. Allardyce, enjoins no system of mystery, no system of hoarding, but directs, that the Court of Pro'prietors shall half-yearly have an account of the state and condi'tion of the Company before them, and that all the profits shall be from time to time divided among the partners.' Vide Mr. Allardyce's First Address, p. 4, 5, and 10.
These opinions of Mr. Allardyce are not only adopted by the friends of the proposed increase of dividend, but in the above-mentioned circular letter there is quoted an answer given by Mr. (now Sir James) Mansfield, in March 1801, to a question submitted to him on a case relating to the Bank, whereby it appears to have been the opinion of that able lawyer, that every Proprietor, at a 'General Half-yearly Court, has a right to require from the Direc 'tors, and that it is the duty of the latter to produce, all such ac'counts, books, and papers, as are necessary to enable the Proprie'tors to judge of the state and condition of the Corporation and its funds, and to determine what dividend ought to be paid.'
It is well known to you, that the Half-yearly Courts for the declaration of dividends, are holden in the months of March and Sep, tember in every year therefore if the Proprietors, or any one of them resolve to demand a production of books, papers, and accounts, such demand must be made at one of those courts. However, as a preparatory step, and for the purpose, it is presumed, of ascertaining the general sense of the Proprietors on a measure of such impor
tance, the following motion was duly made and seconded in the General Quarterly Court of Proprietors, held at the Bank, on the 21st of December last, viz.
That this Court, having considered the amount of the dividends that have been made amongst the Proprietors of Bank Stock during the eight last years, and having adverted to those Acts of 'Parliament (viz. the 8th of William III. chap. 20, and the 7th of Anne, chap. 7), which impose an obligation on this Company to 'divide "all the profits, benefit, and advantage, from time to time arising, out of the management of the said Corporation :" referring also to the avowed increase in the sources of its profits, is of 'opinion, that it is expedient, and it does, therefore, resolve, that 'an account be laid before a General Court (which shall be sum'moned for the purpose of receiving the same, on or before the 9th day of February next), of the amount of the surplus profits of 'this Company at the latest period to which it may have been 'ascertained.'
It was moved by the Honorable P. Bouverie, who would not have been the leader in that proceeding, if he had not imagined that both law and equity were on his side, and that he should, on that motion, obtain the support of many Proprietors. He was, nevertheless, opposed by a very large majority of the Proprietors, assembled on that occasion, and particularly by the writer of this address; whose reasons for the course he pursued, are respectfully submitted, with others, to your impartial examination.
The circular letter has given you to believe, that many respec'table, independent, and opulent Proprietors are determined to 'appear at the next General Half-yearly Court, for the purpose of 'pursuing those measures which they are empowered to pursue by the terms of their Charter. The meaning of these words will not be misunderstood, if we couple them with the following extract from the second Address of Mr. Allardyce, whose steps have been, and it seems are to be, accurately retrodden on the present occasion. For example: Some of the principal Proprietors have agreed, that a demand for the production of accounts, and of a 'dividend of the whole profits, according to law, shall be made either at the General Court in September, or at that which 'the Charter directs shall be held in March next; and if such demand 'should be unexpectedly negatived, to take such measures as may 'be most expedient for establishing and confirming the Proprietors in their just rights. It will be highly gratifying to the pro'prietors, to have their rights restored to them, by the spontaneous 'accord of the court of Directors; but should they unfortunately be 'disappointed in this expectation, there is a sure, but unpleasant remedy, prescribed by two gentlemen, very eminent in their profession, but which ought only to be the last resource-an application 'to the court of king's bench. When every other means have been
tried, and have been found ineffectual, that should, and will be re'sorted to.'-(Vide Mr. Allardyce's second address, pages 17, 18, &c.)
Whether the proprietors, who have been disappointed in their endeavour to procure an increase of dividend, and whose motion for a production of books, papers, and accounts, was unex'pectedly negatived' by a very large majority, will have recourse to the last resource, remains to be seen. But, in the contemplation of such a possibility, I feel that it is my duty, and that it is the duty of every proprietor, who purposes to give his attendance at the next general half-yearly court, to be fully prepared for a right understanding of the business that may possibly come before him; because it is also possible that, under the charter of the Bank, the following oath may be then exacted, viz.
I, A. B. do swear, that I will be faithful to the company of the • Bank of England, whereof I am a member; and in all general 'courts, when, and as often as I shall be present, will, according to the best of my skill and understanding, give my advice, counsel, and assistance, for the support and good government of the < said corporation.'
With this oath before us, may I not hope for your indulgence, whilst I give my reasons for differing in opinion with those proprietors, whose construction of the charter of the Bank, and of the several acts of parliament relating thereto, is contrary to mine? considering that, in the performance of our duty, the design and object of our advice, counsel, and assistance,' should be the general advantage of the whole body of proprietors.
It is proper also to notice, what oaths are prescribed by the charter to be taken by the governor, deputy-governor, and directors for the time being: afterwards, we shall be adequately prepared to judge impartially between the court of directors, and those persons who have given currency to the charges and insinuations already noticed in the beginning of this address.
The governor's oath is in the form, or to the following effect, that is to say:
I, A. B. being nominated, or elected, to be governor of the • Bank of England, do promise and swear, that I will, to the ut'most of my power, by all lawful ways and means, endeavour to • support and maintain the body politic or fellowship of the governor and company of the Bank of England, and the liberties and privileges thereof; and that, in the execution of the said office of governor, I will faithfully and honestly demean myself according to the best of my skill and understanding. So help 'me God.'
The like oath is taken by the deputy-governor and the oath of a director is in the form, or to the following effect, viz.