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A35860 A Dialogue between a director of the new East-India Company and one of the committee for preparing by-laws for the said company in which those for a rotation of directors and the preventing of bribes are particularly debated. 1699 (1699) Wing D1293; ESTC R343 20,712 32

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the Commanders Licences to trade we may expect they will be more favourable to their own Interest than that of the Company by how much the one is nearer to them than the other And when Directors may freight their own Ships any Tool they have will be adjudged fit for our Service whereas when they are not concern'd themselves and so not byass'd by their Interest they will not fail to be curious and nice in their Choice and we shall be sure to have the best and properest Ships the Kingdom affords and upon the best Terms To let the Directors be both Buyers and Sellers of their own Commodities and letting and hiring their own Ships is the same thing would be an unaccountable folly in us and I hope the loss and inconveniences the Old Company have suffered by that Liberty will be a sufficient warning to us to avoid the same Errour At present there are not many of our Directors concern'd in such Shipping as is proper for the India Trade therefore this By-Law can be only an Inconvenience to a few and why we should for the Advantage of five or six Directors neglect the making of a Law that will for ever secure the Company from many mischiefs which may attend us by wanting such a Law is what I cannot understand besides it will be less prejudicial to the Directors and easier obtain'd to make such a By-Law now while they are little concern'd in Shipping than hereafter when by such a Liberty their Concern in it is become much greater And without pretending to a Spirit of Prophecy I will affirm that before we are six Months older those Directors who are not concern'd in the Shipping you shall freight for this Season will not have such an aversion to this By-Law as they now seem to have If any Director have a small Part of a Ship that is fit for the India Trade which by this Law cannot serve the Company till that Director hath sold his Part the rest of the Owners will readily buy it almost on his own Terms to make her free for the Company 's Service so that in that Case which is thought the hardest the Director can suffer no Loss but will be rather a Gainer But if his Part be very large every one may guess how that will byass him to the Company 's Prejudice It may be said those Directors that are not concern'd in Shipping may hire Ships adjust Damages Demurrages c. But every body knows how apt those that sit at the same Board are to favour one another so that such a Method will but deceive us and can be no Security to the Company besides those Directors that have not been concern'd in Shipping will want Skill and Experience to manage those Affairs and cannot be thought so proper to compose a Committee of Shipping as others that have been long acquainted with the nature of it And while I am speaking of Committees let me observe to you that a By-Law for a Change or Rotation amongst the several Committees as well as amongst the Directors at the Annual Election would in my Opinion be of great Advantage and Security to the Company both for preventing Corruption and giving each Director an opportunity to be acquainted with all the Affairs of the Company whereas by continuing the same Committees they will be almost Strangers to all other Business but that under their particular management We have liberty by our Charter to make what By-Laws we please for our Security and good Government and since we have seen those Rocks and Sands on which the Old Company have split we shall be extreamly wanting to our selves and our Posterity if we do not provide sufficiently against them but suffer our selves to be bubled out of our Safety and Senses by Sophistry and false Reasoning D. You seem mighty warm for your By-Laws as if they were so great a Security to the Company against the ill Practices of the Directors whereas if we were ill Men it would require no great thought or cunning to elude the force of most of them and more particularly your By-Law about Shipping and that against receiving Gifts or Bribes as you call them therefore when all is done you must trust to our honesty C. I am senlible there is a great deal of Truth in what you now say yet it is no good Argument against having By-Laws because ill Men may elude them they will however be some Awe and Restraint upon them if ever we should have such Directors lest they should be discover'd But if By-Laws cannot restrain them or secure us nor Mens Integrity be intirely depended upon by reason of the general Corruption of Mankind then as I said before with which I will conclude The best and only good Security we can have against the evil Practices of bad Men and subjecting our best Men to Temptations will be a frequent change of Hands by a thorow Rotation of the Directors in the space of three Years For if the Directorship be but of a short continuance and none enjoy it above three Years successively they cannot have time to form and accomplish private Designs before they be removed for those that succeed them will discover their Intrigues and break all their Measures And which may be of no small Advantage and Security to us Men will be at a loss where to place their Gifts when the Power and opportunity of recompencing them is by this means become so precarious and uncertain FINIS Advertisement THis Dialogue was prepared several Months ago but the Publication of it was defer'd till the By-Laws to be proposed to the General Court were finish'd by which means some Passages in it may have elapsed their time BOOKS sold by Andrew Bell in Cornhil DIscourses concerning Government by Algernon Sidney Son to Robert Earl of Leicester and Ambassador from the Commonwealth of England to Charles Gustavus King of Sweden Published from an Original Manuscript of the Author Price 16 s. 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necessary that if it were possible they should sit at the Helm all their Lives to direct the Affairs of the Company I think these Arguments against the expediency of this By-Law carry so much weight that to me they seem unanswerable but if you can give me better Reasons for the expediency of it than I have given you against it I shall be willing to hear them for it is against Flesh and Blood to part with three such dear things as are Power Honour and Profit C. Your Arguments against the expediency of a Rotation seem very plausible and strong they carry with them a fair show and appearance and may doubtless obtain with many who do not give themselves leisure to consider and examine them Yet were it not for those dear things you last mentioned I should hope to convince you and all the Directors as I doubt not to do every Man that is not prejudiced I grant that the Charter doth vest the General Courts with a Power to do all those things you mention to place and displace Directors at their pleasure but the pinch is here How shall they come to use or exert that Power For the Question is not here what we may or have liberty by our Charter to do but what we can do or is in our power to do the nature and circumstances of things being duly considered For there must be a majority in a General Court to do it the General Court will not turn out any Director unless they are satisfied of his unfitness for their Service and pray which way can they be satisfied but only by sufficient Proof in an open Court And I would gladly see that Person that will undertake to accuse any Director in a General Court and prove his Crimes or Unfitness for their Service to the satisfaction of a major part As the matter stands now with us notwithstanding all this noise of Power to turn out and put in at pleasure I say a General Court cannot turn out a Man unless they can lay their fingers on a Director and say this Man is not fit for our Service for such and such Reasons which must also be proved as I observed before to the satisfaction of the majority of the Members then present which is so difficult a matter that as I have not so I never expect to see an Instance of it What I have now said is only with respect to the turning out of any particular Member or Members between the times of annual Elections for what can be done by a General Court at the annual Elections as to the changing of Directors shall be spoke to by and by But before I come to that Point I shall observe to you that the General Court hath in effect no Power to fill the Place of any Director that happens to die within the Year or doth for any Reason whatever voluntarily quit their Service For tho every Member having five hundred pound Stock hath liberty to vote for whom he pleaseth yet it hath always been observed in the Bank of England that between the Annual Elections when only one two or three Directors were to be chosen very few Members did concern themselves in those Elections so that the Choice hath been usually carried by seventy or eighty odd Votes and the common Method hath been that the Directors have agreed together upon a Person or Persons that they liked to fill up the Vacancy and accordingly made their own Lists and distributed the same amongst their Friends and Acquaintance and so they never failed nor can ever fail of having the very Person or Persons they desire For suppose every Director can but engage three Persons Votes besides his own they will certainly carry any such single Election and he must be a Man of a very small Interest and Reputation or recommend some infamous Person indeed that cannot procure three or four Votes besides his own And as this hath been and is ever like to be the practice in the Bank of England so it is natural to believe it will ever be the Practice in this Company and I must confess I know no Remedy against it Thus you see the General Courts have the Name and the Directors the Power to place and displace single Directors Let us now consider what General Courts can do in changing Directors at the Annnal Elections And we may make some guess at it by what hath been done in the Bank of England which is a Constitution that comes the nearest to that of this Company of any we have amongst us and indeed as to Elections is the very same And there we find till the Parliament did remedy that Evil there could be no Change of Directors but till that time from their first Establishment the very same Men. were continued without the alteration of one single Person except those that voluntarily resign'd and Patterson for some notorious Crimes and so had continued till this very day and perhaps as long as the Bank will continue except where Death interven'd or that they had fallen out among themselves There were Attempts and Endeavours used by the Members to make some alterations at every new Choice but all in vain the Directors Lists always prevailed not that the first twenty four were the best and fittest Men in all the Company or had an universal Reputation of being such but those old ones did generally combine and confederate together and by that means made a greater Interest for one another than could be made for any other Persons not of their Number by a General Court where the Members are not known to one another have divided Interests are unacquainted with Men cannot possibly have any combinations together and in general take such Lists as are offer'd them which for the most part are such as the Directors and their Friends disperse amongst the Members who have heard the Names of those that are Directors for by Name they are known to all the Company and tho perhaps they neither know their Persons nor Qualifications yet they think they may as well be govern'd by those they have heard of as those they have not and so they take the Lists de bene esse and many times put them into the Glass without scruple or reading Some may be so curious as to read the Names and ask Questions about them but they are sure to have a favourable Character given by those that recommend them Some indeed will alter a Name or two and put in their room others they know or think to be honest Men their Neighbours or Acquaintance Another alters another Name or Names for some other Persons he esteems yet this can never bring in their Friends nor exclude the others but still the General List prevails for perhaps I put in the Name of one that may not be in two Lists besides another doth the same a third likewise and so on Thus I leave out one Person another keeps him in and leaves out another