East-India House, May 5, 1819. An adjourned general court of proprietors of East-India stock was this day held at the Company's house in Leadenhall street, for the purpose of proceeding in the consideration of the subject of a grant to the most noble the Marquis of Hastings, in conformity with a resolution of the court of directors, recommending that the sum of £60,000 be granted out of the territorial revenues of India, for the benefit of the Marquis of Hastings. The minutes of the last court having been read,

The Chairman (Campbell Marjoribanks, Esq.) acquainted the court, that sundry papers which had been presented to par. liament since the last court were now laid before the proprietors. The clerk read their titles, as follows:

An account of cotton and other piece goods imported from India, in the years 1770, 1785, 1790, 1800, 1805, 1810, 1815, and in the last two years, with the value thereof in each year, distinguishing cottons from other piece goods.

Copies of addresses from the Carnatic commissioners to the court of directors, recommending the adjustment of the outstanding claims, with the answer thereto.

An abstract of the amount of money set apart from the revenue of the Carnatic, for the payment of outstanding debts, since the year 1805.

The amount of money paid in each year for interest on the Carnatic debt.

An account of the expense annually incurred by the Carnatic commissioners since their appointment.

The Chairman said, he had to acquaint the court that there was a bill then in progress through parliament, for granting relief to certain persons in Madras, claimjug to be creditors before the Carnatic commissioners; and that the court of directors had come to a resolution to oppose that measure by every legal means in their power. He had also to inform the court, that a bill had been brought into par liament for the purpose of renewing the powers of the Carnatic commissioners.

MR. WILKINSON'S CLAIM. Mr. Hume said, before they proceeded to the business of the day, he thought it but right to offer one or two remarks on the proceeding which took place at the last court. Every individual who was present on that occasion must agree with him, that the decision on Mr. Wilkinson's case originated in mistake; he and several others declared so at the time. The mistake arose from the conduct of the hon, chairman in not putting the question Asiatic Journ.-No. 43.

correctly; by the course he took, he led the proprietors outside the bar to decide against the question, they having divided to the right, clearly from a want of due explanation on the point, instead of dividing to the left. He did not mean to say that this was done intentionally; but as it was evidently a mistake, originating with the Chairman, in consequence of which the court broke up without doing any thing, he hoped the directors would have reconsidered the matter; that they would have revised the proceeding, especially as the decision militated against the interests of an isolated individual, and against whom almost the whole court of directors was arrayed.

The Chairman said, he should be very happy to adopt that line of conduct, which was most liberal and fair towards Mr. Wilkinson, or any other gentleman; but in his opinion he had, on the occasion alluded to, taken the only course which, with a due regard to the performance of his duty, he could have taken. The questions were regularly put according to the practice of that court; that practice he understood was, where two questions presented themselves in the shape of an original motion and an amendment, to put them regularly from the chair, and the proprietors then had an opportunity of declaring which of them they were pleased to entertain. The proceedings of the 21st of April went on in this strict course, and he was very sorry that any objection should be directed against it. He was not aware that any mistake had been made; and he was quite sure that the hon. proprietor had not made out his case, when he said, that he (the Chairman) had acted erroneously. Wishing the division of the court to be as accurate as possible, he directed one party to go to the right and the other to the left, and it was impossible for him to devise any other mode by which the numbers could be correctly ascertained. It was true his (the Chairman's) right was the left of the proprietors; and he believed they took his right when they should have proceeded to his left, and vice versa; but that was evidently the mistake of individuals, and ought not to be attributed to him.

Mr. Hume said, when the decision was called for, and the question was about to be put, the hon. Chairman had directed those who were for the smaller sum to proceed to the right, and those for the larger to the left.

The Chairman observed, he had no other mode of putting the question than by pointing out the different sides to which individuals of different opinions VOL. VIII.

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should proceed; it served as an index or label, which pointed out their sentiments. As to the mistake of the proprietors, he was not accountable for it: he was free from blame on that point; he felt that his conduct had been fair, just, and honorable. Mr. S. Dixon said, if their chairman was to be called to account because gentlemen mistook their right hand for their left, there would be no end to such complaints.

Mr. Lowndes said, that as the worthy proprietor did not stay till the end of the debate, he could not understand what happened, and was not therefore competent to offer any judgment on it; he, however, had witnessed all that occurred, and he had no hesitation in saying that the Chairman had made a mistake. It was very easily accounted for, since the two sides were so equally balanced as rendered it necessary to count them over a second time. He was glad the question was come on again; but, in his opinion, those who dropped off from the court ou the former day were very blameable. It was rather too much, however, for the worthy common-councilman (who was in the main a very sensible man) to offer an opinion on what occurred in that house, when he was not present: not being omniscient, he took it for granted that the worthy common-councilman did not know what was going on in that court during his absence.

GRANT TO THE MARQUIS OF
HASTINGS.

The Chairman said, that a circumstance had occurred, which he wished to state to the court before they proceeded to the business of the day. Some doubt had been communicated to him by certain proprietors, whether the course adopted by the court of directors was in the proper form, so as to enable them to proceed with the question which they had been assembled to consider. Although, on looking into the proceeding with the utmost care, he discovered that business of the same description had been conducted in precisely the same way since the year 1815, when the by-law originated on which the objection was founded; and being convinced, as far as his own judgment went, that the by-law was complied with both in substance and spirit, yet, under those circumstances of doubt, he thought it was most advisable to take the opinion of counsel on the subject. In consequence of a distressing event which had occurred in the family of their standing counsel (Mr. Serjeant Bosanquet), they had been obliged to apply to another learned gentleman of great eminence in the profession. His opinion had arrived at the India-House a little before eleven o'clock that morning, and should now

be read for the information of the proprietors.

Case. The advertisement, convening the general court, was set forth at length, on which the following question was raised ::

"Your opinion is requested, whether the above proceeding is regular and conformable to the by-laws, so as to authorize the general court, summoned for that purpose, to take the motion into consideration,"

Opinion." Lincoln's-Inn, 4th May 1819.-The by-law, cap. 6, sec. 20,ordains,

That every resolution of the court of directors, for granting to any person, by way of gratuity, any sum of money exceeding £600, shall be laid before, and approved by, two general courts, specially summoned for that purpose, in the form of a report, stating the grounds upon which such grant is recommended. Though it is not easy to discover why the communication of the resolution of the court of directors, stating all that is necessary for the information of the proprietors, should be in the form of a report, yet the bylaw has expressly prescribed that form, and therefore, more particularly as this by-law was ordained to guard against improper grants of money out of the Company's funds, they had no authority to dispense with it while it was in force; and as it would cause but a few days delay, it was for the directors to consider whether it would not be more expedient to follow the course thus pointed out, rather than deviate from the by-law in the present instance."

The Chairman said, they were thus in possession of the opinion of learned counsel; and it rested with the court to decide, whether they chose to proceed with the business now, according to the practice that had been acted on in every instance since 1815, or whether they would postpone the question to a future day?

Mr. Hume said, he and the proprietors at large must feel exceedingly gratified at the conduct of the executive body: he had himself intended to submit an objection in form, on the very point that had been alluded to. After the opinion given by the learned counsel, no alternative was left for the proprietors, except to delay the question for a month or six weeks. This proceeding did not involve any loss of credit or honour to the noble marquis, and he should therefore move that this court do adjourn.

Mr. R. Jackson. "The adjournment ought to be for a given time."

Mr. Hume said, if it were necessary he would state a time, but he thought it was better to leave it to the court of directors. Before he moved the adjournment, he wished to notice, ou behalf of himself and other proprietors, a subject of very

grave consideration. It was most extraordinary that, with such able counsel as the directors had at their elbow, with whom they might commune on all difficult points, the court should be summoned a first, second, and third time, without being able to proceed to business, on account of the want of due regularity and 'correctness. (Hear, hear !) When there was an individual who for twenty or thirty years had assisted the court with his advice, he hoped they would not again be told, a few minutes after they had as sembled, that they could not proceed on account of informality. It was neither creditable to the court nor to their counsel, and it was most inconvenient to the proprietors at large.

The Chairman said, that even at the present moment a difference of opinion existed on the point in question. The learned counsel, in his opinion, stated that it was safer to postpone the question, but he did not say that if they proceeded now the court would act illegally. It could not surely be the wish or desire of the court of directors to bring questions on in a manner that might afterwards lead to doubts; they wished to proceed on all occasions in the most regular course, for it was a great inconvenience, not only to them but to the public at large, to put off the meeting of that court from day to day. In the present instance, the court of directors could have no wish but to proceed in that line of conduct which would be agreeable to the proprietors. Lamenting the circumstance, as he did, he thought that great allowance ought to be made, since the directors had only followed a practice which had prevailed without observation for the last four years. Every question of this description had, during that period, been brought forward in the same way. (No, Nol from Mr. Hume.) He meant to say, that every question of the same kind that originated in the court of directors, had been brought forward in the general court precisely in this same

manner.

Mr. Rigby said, he had not read the case on which the opinion was founded, nor was he aware of its contents, but he had been an attentive auditor while that opinion was read by their secretary; and it appeared to him to be far from a decisive one. He observed, it contained that which counsel for their own credit, for their own character, never lost sight of, an abundant degree of caution; they were daily and constantly in the habit of proceeding with the most cautious prudence. Where a question of importance arose (and it was a matter of no small importance how far the proceedings of that court were, or were not regular) in such a case, in order to shift the responsibility from themselves, which must attach, if

they gave a positive opinion, they offered that which was not exactly decisive. Thus, to-day the learned counsel would not make a statement, asserting that, if they proceeded, the act would be positively informal: he left it to the consideration of the court of directors, whether they should go on or adjourn; as a lawyer he so read that opinion. Considering that the court was now assembled, knowing that their time was of importance, and giving credit to what the hon. chairman had said, who informed them that for some years past the same course had been pursued, it would be rash, he thought, to come to a decision that they were then met informally. If they did so decide, they would invalidate that which had already passed, and which had been done ou a variety of occasions; they would perhaps open a door for cavil and doubt on other important points, and therefore, he hoped the court would not resolve to adjourn on such grounds as those stated in the opinion of the learned counsel.

Mr. Howorth said, after the opinion which had been given to them by one of the ablest lawyers in this country, having specially addressed him on this subject, it was, he thought, impossible for the court, with any degree of propriety, to proceed with the business on that day. With respect to the hon. chairman, no blame whatever could be attached to him, since it was impossible that he could have imagined, there was any informality in adopting a form which had been acted on for some years. He (Mr. Howorth) would now state the fact. On examining the form of notice made use of, with respect to this grant and some others, he found, unfortunately, that no mention was made of a report stating the special circumstances which warranted the vote of a sum of money to Sir Murray Maxwell. On considering the subject farther, and being convinced of the informality, he looked to the notice respecting the Marquis of Hastings, and found that was likewise informal; this was stated to the hon. chairman, who immediately did all he could do, by appealing to a very high legal authority on the subject. Under these circumstances, it would be much better to set aside any proceeding for the present. It was quite competent for the court of directors, or any friend of the noble marquis, to propose a day for the consideration of the question. It would be necessary, before the motion was made, to draw up a report, stating the grounds on which it was founded: such a report, or minute, was the document contemplated by those who carried this bye-law; which was intended to guard the funds of the Company from being voted away improperly. This was the state of the fact.

It was a subject of great importance to the noble marquis and his family, aud it was far from his intention to make any observations that could tend to weaken his claim; all he would state on this occasion was, that it was a premature grant, because the grounds on which it was to be voted were not yet completed, nor was the subject sufficiently before them to justify the court in agreeing to such a grant of money. He would much rather grant to the noble marquis a larger sum at a proper period. In his opinion, they were tied up from proceeding to such a vote at all, until the final result of the warfare in India was known, which alone could justify the conduct of the court of directors in submitting a motion of this kind to the proprietary.

Mr. Lowndes said, the court was placed in a very difficult situation; because if they adjourned on account of the objection, they would cast a sort of censure on former proceedings. He thought great caution should be observed in voting so darge a sum of money, but he could conceive no reason why they might not discuss the subject that day, abstaining however from deciding on the motion. He could not consent to vote away £60,000 in so thin a court.

As Mr. Wilkinson's

business would occasion a very full attendance at the next court, they might decide the question then with great propriety: but to send gentlemen away when they had met together, and when some of them thought they had a right to proceed, was very wrong; it was adopting one side of the question without discussion, instead of recollecting that every question had two sides.

Mr. Howorth rose to order. There was no question before the court, and therefore the hon. proprietor was irregular in making those observations.

Mr. Lowndes said, he rose for the purpose of seconding the motion of adjournment. To come to any vote in the present course of proceedings would be highly improper, but still, he thought, they might discuss some parts of the question, because by that means less time would be taken up on a future occasion.

Mr. R. Jackson rose with considerable anxiety that this matter should be fairly understood, because, undoubtedly, it would seem, unless it were made perfectly clear, that something like an hostile spirit existed against the noble marquis. Those who thought as he did of that illustrious nobleman, need only read the resolution of thanks which was laid before them some time ago, though not in the form of a report, to be satisfied of the merits and services which the motion proposed for that day was meant to reward. The learned counsel who had given his opinion, had rather relied on one by-law,

when, in fact, there were two that might be quoted. He did right in admitting that they had conformed with their old by-law, cap. viii. sect. 4, which ordained, "that no motion should be made to forgive offences committed by any of the Company's servants, or to grant any sum of money out of the Company's cash, without fourteen days notice being given by the court of directors." That law had been complied with. The notice that a motion would be made for the grant of a sum of money, had been signed by seventeen or eighteen persons who intended to support it. The other by-law was that which ordained" that every resolution of the court of directors for granting, by way of gratuity, any sum of money exceeding £600, should be laid before two general courts, in the form of a report, stating the grounds of recommendation, and signed by the directors approving the same; which report should be open to the inspection of the proprietors, from the day on which public notice had been given of the proposed grant." Here it was stated, that the ground on which the grant was recommended should be pointed out. Let the court examine whether, in this instance, that had not been already done. What were the grounds stated by the court of directors in the resolution which they had come to on this subject? They there said, "that the court, adverting to the repeated unanimous votes of thanks to the most noble the Marquis of Hastings," (referring, said Mr. Jackson, to the very highest and most decided of all authorities, their own acts and deeds, as one of the best and noblest, and most incontrovertible grounds of proceeding)" at the close of two glorious and successful wars, as India Company," (here, observed Mr. they appear on the records of the EastJackson, the directors did not speak their own opinion of those wars, but appealed to the records of the Company for the truth of the statement)" and being deeply impressed with a high sense of the merits and services of that distinguished nobleman, and of the unwearied assiduity with which he has devoted himself to the attainment of a comprehensive knowledge of the Company's affairs, recommend to the general court of proprietors, as a testimony of the grateful sense entertained by the East-India Company of services and conduct so highly meritorious, that a certain auuuity shall be granted to him." Surely this resolution gave very proper, very satisfactory grounds for the proposed grant; grounds for the firmness and stability of which they were referred to their own proceedings. It might be observed that the by-law, on which the objectiou was founded, was one of modern date, but, undoubtedly, its provisions were obli. gatory on the court. For that by-law, the

proprietors and the public were mainly indebted to his hon. friend (Mr. Howorth) who had lately addressed them; it was introduced as a fence and guard round the funds of the Company; a fence over which it would be no slight matter to bound, however warm their feelings, and how ever anxious their desire, to arrive as speedily as possible at a certain point. The question was, whether the ground laid down in the opinion of the learned counsel was one sufficiently strong to authorise a motion of adjournment. When he said that the court of directors were to a certain extent justifiable in what they had done, he did not mean to confine their justification to the resolution which he had read. Let the court consider what were the proceedings which took place when that resolution was laid before them: they all knew that the proposition was for a pension; to that proposition succeeded a mass of papers containing all the merits of the question, all the proceedings of the court of directors on the subject, and touching on all the features of the noble marquis's administration, so that, in fact, the spirit of the by-law had been rigidly observed, for tliese papers had been laid before the proprietors during many days, and no objection was taken to the line they had adopted. Unluckily, however, the court of directors had altered the form of proceeding, otherwise they could legally have entertained the question. This court was specially adjourned from the 31st of March to the 5th of May, for the express purpose of taking into consideration the resolution of the court of directors; but the executive body, instead of confining themselves to that resolution in the regular order, which, when it came on to be considered, would have enabled them to exert the right they possessed, of exchanging a large sum for a less, thought proper to call a new court, in order to discuss the propriety of a specific grant; the grounds for which not being laid before the proprietors in the form of a report, they were of course prevented from proceeding. He was anxious to do justice to the court of directors, and readily admitted that they retained the spirit of the thing, although they let the form escape them; but he loved those laws too much to deviate from the form, and he felt too much gratitude to the person who bad propounded this particular law to depart in the slightest degree from the course which it pointed out; beyond this, He was one of those, who thought that the noble marquis would not suffer indignity of character by paying due obedience to those laws, under the provisions of which he served the Company. If this question were propounded to the noble marquis, "will you accept of this grant at the expeuse of the Company's by-laws, or go

without it altogether?" he (Mr. Jackson) was never so much mistaken, in estimating the spirit of an individual, if the noble marquis would not say, without hesitation, "I forego the grant, I decline it on such terms as these." It would appear that, in addition to the obligations they owed to him for his conduct in India, they were indebted to him incidentally for another at home; they were taught by the proceedings of the present day to repress their zealous-and warm feelings, in order that they might shew the bomage which they owed to their own bylaws, from the provisions of which, he trusted, no circumstance would ever induce them to depart. Feeling these sentiments, and believing that the executive body had not exactly complied with the form of the by-law, (he did not speak it without pain, because nothing could be more painful than pressing an opinion when it was not called for) he, a week ago, stated to the court of directors that he thought they could not proceed on account of irregu larity. He could assure the court he felt extremely unwilling to obtrude an unasked opinion; but situations might occur in which, agonizing as a man's feelings might be, he was bound to forget himself, and to think only of what was beneficial to the proprietors and to the public. He was very happy that they took the opinion of that eminent man Sir Arthur Piggott, in whose sentiments he entirely concurred. One way of rectifying the error would be, for a proprietor to give fourteen days notice of his intention to make a proper motion; but the more correct course would be, for the court of directors to take the proceeding into their own hands. It was never disgraceful, but was absolutely honorable, for those who had acted informally to seize the means of repairing their error. The meeting could be renewed by notice fourteen days hence, a report being laid before the proprietors, in exact conformity with the provision of the by-law.

Mr. Gahagan said, there seemed to him to be a sort of tatality attending the motion for remunerating the Marquis of Hastings. The first day it was subinitted to the court, he took the liberty of expressing some degree of surprise at the conduct of the directors, stating they had only heard on the preceding night, that some doubt was started as to the regularity of their proceeding, and therefore, that nothing could be done in the business The proceedings of that day were adjourned to give the directors time to modify their proposition, to give it a legal shape, and to submit it to the court. What was the exhibition at that time before the proprietors? The directors, only a few hours before, had received an opinion which rendered another adjournment necessary.