THIS Company might be of continuance to Posterity, and of very great use and benefit to the Kingdom and Government, were it setled upon just and equal Foundations, fenced by Impartial By-Laws; but being Founded in Division without alteration, it will soon resolve into a Faction for Private Advantage, and consequently not of long duration, to the Prejudice of the Nation, whose Benefit will thereby be at an end; for as Union is the Life of Government, so Division is Mortal to it.

The Company, according to their Printed List, consists of above 1200 Mem­bers.

Instead of making Vertue and Merit the Qualifications for Employment, of which the Community are the best Judges, these 1200 are divided by their Stocks under five several Qualifications (to wit) those of 4000. 3000. 2000. 500. and under 500 Stock.

Out of the First, which is in Number about Fifty, the Choice of the Go­vernour is confined.

Out of the Second, which is in Number about Sixteen, the Deputy may be chosen, but is not capable of Election thereunto under 3000 l. Stock.

Out of the Third, which is in Number about 100, may be chose 24 Dire­ctors, who being added to the Governour and Deputy, is called the Court of Directors, in whom Thirteen being a Quorum, is the sole Management of all the Concerns of the Company; and having engrossed to themselves the Choice of all Officers, with their Rewards of Sallaries, do thereby render so small a Number subject to the Temptation of Corruption.

This Court meets once a Week, and then chuseth a Sub-Committee of Five out of themselves for the Week following, Three thereof being the Quorum.

The Fourth Qualification, which is in Number about 600, they being joyned to the three first Qualifications, are called a General Court, and allowed Votes in the Choice of Governour, Deputy, and Directors, and colourably to give Sanction to what else the Directors please to bring before them; which Privi­ledge to the 600 signifies little, in that the three first Qualifications consisting of above 150, holding altogether, as chiefly concerned, and being diligent in their Appearance; this together with their Authority from having the disposing of Places of Profit, will be always an over-balance for the rest; for many of the 600 thinking little better of themselves than by-standers, will be careless in appearing at General Courts.

The Fifth Qualification, to the Number of near 450, are disqualified so much as to any Vote in that called the General Court, but yet qualified and made liable according to their Stocks for the Debts and Damages of the Company, contracted by Mismanagement or otherwise, which seems to be against Com­mon Justice and Equity, that they should be made liable to Actions for Debts, which they could not have any hand in contracting.

Thus of above 1200 Members, there are by the present Practice no more than about 150 made capable of any Trust in the Management of 2400000l. or more, there being about 450 Members disabled as to Voting in the General [Page 2]Court, to the end to Engross the Management of all into a few Hands, for their Particular Advantage.

The Directors were pleased to call a General Court to chuse a Committee to prepare By-Laws, which was composed of both Parties (i. e.) of the 150 and 600, for under these Denominations I understand all having Votes in the Company.

Some of the first were very troublesome in the Committee, as byassed in the promoting the Private Interest of the Directors, telling the Committee, they must not displease them, and refusing to be satisfied except they could have their Wills in behalf of the Directors (as in opposing the Yearly falling off of Eight Directors) which spent four or five days in Debating, Voting, and, as was thought, the Settling thereof, before some would acquiesce; en­deavouring in that time by Private Sollicitations to make a Party against Fal­ling off, and never gave over their struggle about it, till One in behalf of the Directors undertaking to answer all the Reasons for Falling off, was after he had done, told by a Member of the greatest Authority in the Committee, that he had not answered any one of the Reasons; that then they were Publickly si­lent, but ever after laboured Privately the obtaining their Ends by the General Court, when the Matter should come to them for Confirmation.

A General Court was summoned for Confirmation of the By-Laws; but be­fore the entring upon the Work of the Day, it was moved, That the Court might consist of all their Members, as well of those under 500 Stock, as above, and that for these Reasons.

First, because all and every Subscriber and Contributor is by Act of Parlia­ment Incorporated by the Name of Governour and Company of the Bank of England, and that who the Parliament had made Free, the Court could not Dis­franchise.

Secondly, because the Act of Parliament makes all and every Subscriber and Contributor lyable to the Debts and Damages of the Company, which is not to be supposed the Parliament intended by such as they thought good to Dis­franchise; for an Act making those lyable to Debts that could not have any hand in contracting them, seems to be against common Justice and Equity, which cannot be imagined the Parliament would be guilty of.

Against these Reasons, the King's Commission and Charter were urged, and that they had the Opinion of Council for them in it. To which, with all due Respect to the King's Charter, &c. it was replyed, That the King in his Laws speaks the Wisdom of the Nation, and by his Charters the Dictates of those that sue for them, which may be Selfish, for Private Interest; and therefore desired that Council might be Publickly heard; for when Subjects have pub­lished Acts for their Guides, they have no reason to forsake them for unpub­lished and subsequent Charters, &c. But the Motion for making the General Court to consist of all their Members, and hearing Council upon it, was not hearkened unto; however I suppose this is sufficient in Answer to their alledged Charter, &c. For though the Act, pag. 344. gives the King Power by his Pa­tent to appoint Circumstantial Rules, instancing, as an Example, for Transfer­ring and Assigning the Interest of Particular Persons, yet it is observable, that the Incorporating Clause in pag. 344. as well as the Clause relating thereunto in pag. 350 & 351. follows the Clause for Circumstantial Rules, and do not give the King Power of destroying Essentials, as in Disfranchising those the Sta­tute hath made Free.

The By-Law, making it unlawful for the Governour or Deputy to continue above two Years successively, had not the least Opposition in the Committee, nor [Page 3]was ever spoke against by any one Member thereof; but because that in some measure did disagree with the not falling off of Eight Directors, in that if the Governour and Deputy fall off in two Years, why not eight Directors yearly? The General Court was prepared (though never mentioned before) to except against that By-Law, when it should be made use of as a President for the other.

The great Industry of the Directors Friends in the Committee for prevent­ing the Law for falling off, and after their not prevailing therein, their getting it rejected by the General Court, makes it necessary for the Vindication of the Committee, to Publish the Reasons moving them to do what they did, and to leave the Judgment thereof to all unbyassed Persons. Which Reasons are as followeth:

• First, Because it is the undoubted Interest of the Company, to make as many of their Members as they can qualified for the Service of the Corporation, and not be confined to a few.
• Secondly, Because it will beget an Emulation in the Directors to signalize their Serviceableness to the Company, when their Continuance will depend thereupon.
• Thirdly, Because should the Directors agree together to Vote for each other, and engage their Friends to do the same, they may in a little time make the Di­rectorship an Office for Life, and then think themselves the Company's Ma­sters, as being the only Persons necessary for their Service, and consequently expect unreasonable Rewards, as one of them in Coffee-Houses began betimes to express himself therein.
• Fourthly, Because without some such Method as this for changing the Dire­ctors by a Rotation, their Friends may be apt to tell you, you cannot lay them aside without ungratefully Affronting them, as perhaps they will miscall it.
• Fifthly, Because it will probably preserve in the Directors a due Respect to the Community, and prevent their Lording it over their Fellow-Members, of which they have already given reason to be Jealous; for when upon their Dis­satisfaction the Committee did one day Assemble on purpose to hear their Ex­ceptions to what was then before them; and when the Committee was prepa­red to receive the Directors with all Respect, they broke up and went away be­fore their usual time, and that without the least Excuse for such their scornful Disappointment, as if the Committee were their Vassals, and owed all their time to them; and one of them assumes in Print an Addition, in no kind be­longing to him otherwise than as presuming a perpetual Directorship will give him a Right thereunto.

During the several days Debate about falling off, it was by the Directors Friends insisted upon,

First, That it was against their Liberty, to restrain them in their Election, though they know the Constitution is a Restraint of 5/6 Parts, confining them in their Choice of their chief Officers to less than ⅙ Part, of which had they considered, they could not have made this Complaint: Besides, those that know any thing of Government, know that nothing is more ordinary than such Ro­tations; and the same is also practised by our East-India and African Com­panies.

Secondly, That the Committee was not to displease the Directors, telling them sometimes, that they were angry with the Proceedings of the Committee, as if they had been only the Directors Journey-Men, not at Liberty to act their Conscience in behalf of above 1200 Members, rather than the particular Private Interest of 24 Directors: But I do not think they were all guilty of [Page 4]this Bandying, but that it proceeded mainly from those of lest Merit, as be­ing Jealous of their own Deserts.

The foregoing Reasons were offered to the General Court, which after some Opposition by the Directors Friends, as not coming to them by Order of the Committee, were read, and without taking any of them into Debate, the Di­rectors (contrary to common Equity) not withdrawing in a Matter concern­ing themselves (though demanded) their Presence had that Influence, even upon those who applauded the Reasons whilst reading, that when put to the Vote, whether the By-Law for Yearly falling off of eight Directors should be rejected, they durst not, or at least thought it not Prudence so far to offend the Directors, as to give their Vote in the Negative; and according to the pre­sent Practice, the Directors being in no danger of change, and having it in their Power to gratifie their Creatures by Places and Sallaries, will be always able to carry in the General Court whatever they please; and prevent the ma­king any By-Laws, though never so Advantagious for the Publick, if Prejudi­cial to their Private Interest. But I would not be understood by any thing here said, to Reflect upon the Directors in general; for it must be confessed, that some of them are Persons of very great Worth, and of more Honourable Principles, than to be guilty of the Selfish Complaints the Committee was forced to encounter.

And now upon the whole, whether this Constitution excluding for Private Ends near 450 Members all manner of share in the Government, and yet make them lyable to the Debts and Damages of the Company, which (of above 1200 Members) renders all save about 150 uncapable of any Trust; which gives the sole Management of 2400000 l. or more, and the choice of Officers, with their Sallaries, to the Court of Directors, ought not to be altered? As also whether the Constitution is more equal and just than when restrained, ought not to be laid open to every Subscriber and Contributor, according to Act of Parliament, without other Qualifications than Vertue and Merit, leaving the Judgment thereof to the Community, who are generally the most Impartial Judges, as appears by the City's Elections, which never or rarely failed of a Vertuous Choice, when Arbitrary and Tyrannical Designs and Arts do not in­terpose. For though Substance may be Security to Private Creditors, nothing less than Integrity, Honesty, and Self-denyal can be such to Government, and the true Interest of a Community. Wit and Sense are necessary Qualifications in the Management of Humane Affairs, but without Honesty they are the more dangerous and mischievous.

I believe this Constitution, as it is now setled, is an Original not beholding to any President whatsoever. And thus I leave all to the Judgment of the Reader, and those whom it may concern, whether any have Reason to value themselves upon being the Projectors of a Constitution so unjust in reference to near 450, and unequal to above 5/6 Parts of the whole Body, or no.