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.  Prov. 1.17. 
Surely in vain the Net is spread in the sight of any Bird.  
LONDON, Printed for Andrew Bell at the Cross-keys and Bible in Cornhill. M. DC.XC.IX.   

A DIALOGUE BETWEEN A Director of the New East-India Company, and one of the Committee for preparing By-Laws for the said Company, concerning those particular things proposed for By-Laws which are disliked by the Directors.  Direct. 
I Am glad to find you here alone, that if your Business will permit, we may have a little discourse about some By-Laws that you and others of the Committee seem earnest for, which are not agreeable to our Directors; and perhaps when you have heard the Reasons I have to offer against them, you will be of another mind. There are several that you propose, which we dislike; but that which more especially displeaseth us is a ROTATION. The Word is not common, and the Method (if I apprehend it right) is not practised in any Companies amongst us; therefore pray explain to me what you mean by it: for the Directors are alarmed at it, and resolve with all their Power and Interest to oppose it; and in order to that end, they are prepossessing their Friends and Acquaintance with Prejudices against it.  Commit. 
The Rotation desired is in short this: That no Man shall continue a Director above three years successively, nor be excluded from being a Director above one year in four; so that every year there shall be a Change of eight, that the whole twenty four may fall off, or be changed in the space of three years; and yet the eight that go off one year may come in the next, and continue three years more successively, if chosen.  
Thus those Directors that have the general esteem of the Members, may not be out above one year in seven: which will be only a little retreat from the Hurry of Business, that every wise man would choose, though he were not obliged to it.  
And for my part, I cannot see that this Method will be attended with any ill Consequences to the Company's Affairs, that should cause in the Directors such a displeasure against it, as you say it doth; but on the contrary it will be a great means to prevent that Corruption amongst them, that one continued Set of Directors would naturally produce.  
The Wisdom of this Nation found many Inconveniencies in long Parliaments; and therefore enacted that there should be a new one every three years; which is as much of the manner of a Rotation as the nature of that thing will admit: And if there be a necessity for the frequent Change of Parliaments, there seems a much greater necessity for a frequent Change of the Directors of a Company, where the Temptations are great, and Opportunities of getting Money by indirect ways do offer themselves continually; as by Presents, Gifts, and Bribes, Private Trade, and many other ways that Committee-men of other Companies have found out, and may in time be discovered by the dexterous Managers of this New Company.  D. 
I understand the manner of the Rotation you desire, which seems principally intended to prevent Corruption amongst the Directors; but I do not understand that you have Power to make such a By-Law if it was convenient; because the words of your Charter say that the twenty four that have the majority of Votes shall be your Directors, and this By-Law would exclude eight of the Directors every Year, although they should have the majority of Votes. So that this is repugnant to your Charter; and notwithstanding any By-Law you can make to the contrary, those that shall have the most Votes may insist upon their Right to the Directorship by virtue of your Charter: And if they do so, will have Remedy in Westminster Hall.  C. 
If the Company have no Power to make such a By-Law, it would be in vain to attempt it; for if it was made, it would be null and void in itself: but some Gentlemen of the long Robe, and those of the first Rank, say, such a By-Law is not repugnant to our Charter, and when confirmed by the General Court will be valid. Therefore I am of Opinion few Men would think it adviseable to insist upon their Right of Election in opposition to this By-Law; If any should be so stubborn to dispute it, the General Court hath Power to turn them out, and doubtless will assert their Power in such a Case. But, Sir, to put this matter past all doubt, the By-Law may run thus: That at the next Annual Election none shall put in their Lists the Names of more than sixteen of the old Directors; and at the next following Annual Election, they shall not put in their Lists more than eight of the Names of those that have served two Years. And at the third Annual Election, they shall not put in their Lists any Names of those eight that have served three Years. And if any Lists be found contrary to this By-Law, the Scrutineers shall have Power and be obliged to reject them; and of this, public Notice may be given in the Printed Lists before every Annual Election.  
By this Method the words of the Charter will not be contradicted, but those twenty four that have the most Votes will be the Directors: And Certainly a General Court hath Power to make a By-Law to change as many Directors yearly as they please, keeping still to the Method above, that those that have the most Votes shall be the Directors.  D. 
But granting you have a power to make such a By-Law, the question will be whether it be expedient; and I have two very good Reasons to offer against the expediency of it. For first, it takes away that liberty of Choice that the Charter gives you; for now you have liberty to choose whom you please, but this By-Law restrains you, and says you shall every Year change eight although you are unwilling to change any: and methinks while the general Court hath a Power to turn out all, or as many of the Directors as they please, and when they please, this is a needless Law, and seems to take away, or lessen the Power now vested in the General Court; for what need we oblige ourselves to change eight every Year, when we have Power if we think it for our Advantage, not only to change eight, but all the four and twenty? And  
Secondly, This By-Law is not expedient, because it obligeth us to lay aside every Director one Year in four; which may be of very ill consequence to the Company's Affairs, because in all Companies there are usually some particular Men that by their Parts, Application and Experience attain to great Dexterity and Skill in the Business under their management above the rest; and such Men the Company cannot with safety part withal: they become so useful and 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 though 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 resigned, 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 intervened, 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 offered 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 though perhaps they neither know their Persons nor Qualifications, yet they think they may as well be governed 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 altars 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, a third and fourth do so likewise; but all this doth not help their Friends, nor hurt those they would exclude. For unless the putting in and leaving out of Names be general, it can signify nothing. This is so plain and experienced a Truth, that you Directors all know it, and every Man that will but consider a little will easily discern it. Therefore though you say a Rotation will take away from General Courts that Liberty of Choice the Charter gives them, and what they now enjoy, I do affirm, and it is evident by considering what I have already said, that as the matter now stands, the General Court hath in effect no liberty of Choice at all, but the whole Power of Elections is lodged with the Directors; and without a Rotation they will always keep themselves in, or what Directors they please, in spite of General Courts. Nothing can be an equal Balance to the Direstors Lifst, except you can suppose twenty four other Members all of as great Interest, and as universally known to the Members of the Company as the Directors are; and that those twenty four join together to make and disperse one List: which is not to be imagined for sundry Reasons, that are so obvious that I shall not spend time to mention them.  
But, Sir, to evince the Truth of what I have said concerning the Power the Directors have to govern and influence Elections, let us look back and consider what they have done already in their Infancy; by which we may conjecture what they will do, or at least may do hereafter. And first, before they were Directors, or consequently were so well known as they are now, or will be some time hence, they met together, agreed upon one List of twenty four, and carried every Man in it but three to be Directors. The next Choice was a Committee of twenty four for preparing By-Laws, about which the Directors also met, agreed upon a List, and had them all chosen but two. And as the Elections have hitherto been wholly governed by the Wills and Power of the Directors, so they will always continue to be, except we establish a Rotation by a By-Law to prevent it: which I think is the only means we can use to hinder and avoid Combinations and Confederacies, and many other Inconveniencies and Mischiefs that will follow them; of which more anon.  D. 
If you are of Opinion the Directors can bring in and keep out whom they please, you act against your own Interest to show so much zeal for a By-Law so displeasing to them all: for this firmness of yours in this and some other matters doth exasperate them against you to the highest degree, that there is no expectation they will ever admit you into their Number, of which before there was a fair prospect; and than you might probably have continued in that Station all your Life, which would have been much more for your advantage than you can reap by striving for this By-Law, which the Directors are resolved shall never pass. So you are like to lose both the By-Law, and all hopes of ever being a Director.  C. 
I readily grant I have acted against my Interest, if a Directorship and Profit may be reckoned so: but those things were not my Aim; if they had, I knew a nearer way to have obtained them. I am entrusted by the General Court to assist in preparing such By-Laws as my unbiass'd Reason, Judgement, and Conscience tell me are for the general good of the Company; and not by any base compliance to betray my Trust, though to my own advantage. If I am in the wrong, it proceeds from an Error of my Judgement, not of my Will; and all the World shall not make me speak or vote contrary to my Reason, and what I apprehend for the Benefit and Safety of the Company; nor sneak away or absent myself purposely from the Committee for fear of incurring some gentlemen's displeasure. For he that hath Measures to keep, Interests to serve, and stands in fear of displeasing others, can hardly be an honest Man, and is certainly unfit for any public Trust. Such a Man dares not act according to the Dictates of his own Reason and Conscience, but prostitutes both to the Will of his Patrons. And methinks if your Directors that are so violent and angry would seriously consider it, they would think that we have as much Reason to be angry with them for differing in Opinion from us, as they have to be angry with us for differing in Opinion from them, except they can pretend to Infallibility or Revelation.  
I would ask your angry Men this plain short Question, Whether upon any Debate they give their Opinions and Votes according to their Judgement or not? I must take it for granted they will answer, they do; and if so, why do they blame us for acting as they do themselves?  
You have led me into a long Digression: but I will now proceed to consider the second Argument against the expediency of a Rotation, which centres in this, That usually some Men in all Companies attain to such a Degree of skill in managing their Affairs, that the Company cannot well be without them.  
This Argument will serve as well for the Continuation of Magistrates, Ministers and Secretaries of State for Life: and yet we find wise People, and jealous of their Liberties, make frequent Changes of them. The little State of Lucca in Italy by changing their Magistrates every two Months, and the Restraint they are kept under while they bear Office, have preserved their Liberty while most of their neighbouring States have lost theirs. And the Secretaries of State one would think more necessary to be continued, on account of their Skill, Experience and Knowledge of public Affairs, than any Director in an East-India Company. Yet we have seen many Changes made of them, even here at home, without any harm or prejudice to the State.  
But further, this Argument of yours is against any Change of Directors at all; for it must be supposed that those that fall off have more knowledge of the Affairs of the Company than new ones that have not been Directors before. And so by a parity of Reason we should always continue the same Men, because new ones have less Skill and Experience than the old ones. This indeed might be a good Method to have always a Set of Directors that are acquainted with the Company's Business; but it is to be feared they would also be acquainted with ways of making Advantages to themselves, distinct and separate from that of the Company: and then how knowing soever they might be in the Company's Business, that would be sure to be made subservient to their own Interest, and all their thoughts turned to their private gain.  
In the Old Company we have seen this verified; for there some Persons have been Committee Men many Years together, and doubtless did, or at least had opportunities enough of attaining to a perfect Knowledge of that Company's Affairs; and yet the single Advantage of that Company was neglected, while they employed their Thoughts, Time and Study how to raise Estates to themselves by private Trade, Contracts, Presents and Gifts, to hold parts of Ships, getting them into the Company's Service, furnishing Commanders with Necessaries for their Voyages, or by Loans on Bottomaree, at great Premiums, and many other ways, that those skilful Men by being acquainted with the Company's Affairs did discover. And can we suppose our Directors will be ignorant of those private ways, or will be more kind and honest to us than they were to the Old Company, if we continue them perpetual Directors, as they will be without a Rotation? for our Directors are Flesh and Blood as well as those Committee Men; nor have they in their private Capacities a fairer Reputation than those Men had, and I dare say, give them the same opportunities, they will do the same things: for though I do not think all Men are alike, yet I believe the most are so.  
If there be any particular Men amongst them more useful and knowing than the rest, doubtless we shall hear without doors who they are, and always keep them in the management till the fourth Year: but I would have them kept in for their Merits and deserved Reputation, and not by the Art and Force of Cabals, Combinations and Confederacies, which oftentimes have kept in the worst as well as the best in other Societies. For none ever thought that all those that are Directors in the Bank of England were the wisest Men in that Company, or were chosen so many Years successively for their Parts, Merits, or the greatness of their Cash; but they chanced to fall into the Confederacies, and their Names being known by reason of the public Places they had served in, or the Gold Chains they had worn, were the chief Cause of their being chosen by so great a majority of Votes.  
Now it is probable by a Rotation there would not be above eight changed every Year, so sixteen of the old ones would remain till next Election; and by that time eight of the sixteen go off, the first eight new ones will have got some knowledge; and if they be Men of reasonable Abilities and Application, they may be very perfect before the oldest eight fall off: so that we cannot justly fear ever wanting some Men of Parts and Skill to direct the Company's Affairs.  
But I do not see what great occasion we have for such extraordinary Men of Skill and Cunning, except we were to make War with the Great Mogul, or cheat the Indians. I hope we design nothing but a fair honest Trade; and for the management of that it is always observed, Men of refined Wit and Parts are not so apt and proper as those of a middle Capacity. There is no such Witchcraft in the East-India Trade, but any Merchant or other well versed in foreign Trade and Business may be a fit Director: if it be not so, I doubt our New Company will be but ill directed by some of the present Managers.  
We have had a late Instance in the Management of the Affairs of the Antelope an Interloper, how some of those Directors of the New Company who are thought to be such useful and extraordinary Men for dispatch of Business that they ought to be continued in that Station all their Lives, have skill and dexterity enough to perplex Accounts, and under the colour of various pretences to defer making of Dividends; and when they have been appointed, can still find out fresh excuses to keep the Proprietors out of their Money: whereas a Set of Men less famous for their Conduct, have been much more expeditious in dividing the Money of the Scarborough and Rebecca. And I hope no body can with Reason expect such Men will be more punctual and less self-ended in a more public Concern.  
But pray let us examine into the particulars of this Trade, that we may the better discover the Difficulties of it. For if People will take things in gross, they may be easily imposed upon by the specious Arguments of there being a perfect necessity to have some extraordinary Men always continued at the Helm of our Affairs, and the danger of changing them. And I think upon viewing the particulars, we shall find nothing of such an extraordinary nature, but that Men of ordinary Capacities, that have been a Year or two acquainted with them may be able to manage.  
For here at home their Business is to buy Goods and Pieces of Eight, and fraught Ships, look after the Accounts, and correspond with People abroad; and for the management of these there are four distinct Committees. They have farther, to choose Factors and settle Factories and Salaries, draw up Instructions for the Ambassador, provide Presents proper to be sent with him, give directions for such sortments of East-India Goods as may be fit for our Market, and direct and manage the Sales of them at home.  
Under these Heads all the Company's Business may be comprehended, and some of them are already done, and may not need repeating these several Years; as the Form of a Charter-Party, Choice of Factors, Settling of Factories and Salaries, Instructions to the Ambassador, and Presents to go with him. Some changes and alterations in these things may be requisite hereafter, but there can be no great difficulty in them. And certainly if twenty four Men, most of whom have no knowledge of the India Trade at all, and the skilfullest have been only concerned in three or four Interlopers, are able to lay a good Foundation and Scheme for so great a Trade, it cannot be thought difficult for such as shall be hereafter chosen, with the assistance of those that have been in the management two Years together, and having their Scheme, Letters, and Orders all before them, to direct and carry it on to the Honour of the Nation and Advantage of the Company. However we need not fear half those inconveniencies and Disadvantages by those Managers that we may justly apprehend from a few arbitrary Men, when the Directorships are entailed upon them, as they will be without a Rotation.  
When such men are once fixed in their Stations by a rejection of this By-law, you will soon have them turn their thoughts upon private Trade, and find means to elude the Act of Parliament, Charter, and all our By-Laws. They will tell you they were bred Merchants, and men of business, and it is not worth their while to spend their time in the Company's Service for a bare Salary of 150 l. per Annum (for so much it is said they expect at least) and it is unreasonable that Gentlemen and others should follow their Pleasures and Employments, and yet reap equal Advantages in Trade with them that are bred to it, and spend their time in it. Thus they will form to themselves Reasons why little Perquisites besides their Salaries should be indulged them; and when they allow themselves to go beyond their Salaries, they will have no bounds, nor can we tell where they will stop. Of this we have an example in the Old Company, where their Committee-men, under pretence of a lean and scanty Allowance for their trouble, have thought it lawful for them to make all the Advantages they could, separate from that of the Joint Stock: and so while the other Members starved, the Managers grew fat and full; not that I believe a large Salary will secure us from some Directors indirect Practices: Nature will have its Course; and you may as well expect to secure your Lambs and Poultry from a ravenous Fox, by giving him a plentiful Allowance, as your Stock by a large Salary to an unconscionable Director; for give the Fox as much as you will, if you do not keep him chained, he will be at his Game; it is his nature and cannot be cured.  
A few perpetual Directors shall have all our Servants in India to worship them; and to make their Worship acceptable, no Offerings or Oblations must be spared: At home all Applications and Addresses shall be made to them; and as the Custom is amongst us, none must approach empty handed. These leading men must furnish the Captains, some with Oxen, others with Powder, others with Guns and Shot, others with Beer, Cordage, Ironwork, etc. and that at their own Rates: but what is paid extraordinary by the Captains, the Company loses at last. These and innumerable other mischiefs a thorough Rotation would in a great measure prevent; and if I had all my Estate in this Company, I would rather choose and think it safer to have a thorough Rotation in three Years without any By-Laws, than the best By-Laws without any Change of Directors. But it is near two a Clock by my Watch, we shall lose our Exchange unless we leave off for this time: when we meet again, I have somewhat further to offer on this Subject.  D. 
I shall gladly hear all you have to say. If I mistake not, you have a Committee this Evening, so I shall hardly see you at Garraways; but if you please, let us meet again here to morrow by twelve a Clock.  C. 
I will not fail to meet you at that time.  D. 
YOur Servant Sir, I find you are punctual to your time; nor had I been less so, but that I was stopped by one of our Directors in the Street: and by what he told me I perceive you need not trouble yourself any further to answer my Arguments against the expediency of a Rotation; for he saith that By-Law was rejected last night by the Committee, and instead thereof, they have agreed that eight Directors shall fall off every Year, not by way of Rotation, but as it is in the Bank of England, and by a late Regulation in the Old East-India Company; so that now sixteen of the present Directors may be continued for Life. And yet I must tell you we are very much displeased even with this By-Law, as it is moderated; for none of us are willing to lose our places, and some of us must out, and perhaps it will not be easy for us to get in again. And besides, we are afraid the General Court will confirm this because of those Precedents I have just now mentioned; whereas a Rotation being a new Thing, and what People do not well understand, we were confident by ourselves, our Friends and Interest, to have got that rejected by the General Court. For we know when the Directors are unanimous, as they are in that matter, they can govern General Courts as they please. And moreover, you have few in the Committee that are good Speakers; and those that can talk we shall blow them as peevish, sour, ill-natured fellows, State-Reformers, never pleased with any thing but what they do themselves, who made this struggle for a Rotation, not that they believed it for the Interest and Safety of the Company, but to get themselves into our Places. And when Men are once blown, what they say (though never so reasonable and to the purpose) is little regarded. We have many friends and others that have measures to keep with us upon various Accounts, that will concur with our Opinion without Examination, and believe as we believe: that as we have prevailed to reject a Rotation by the Committee, so we do not yet wholly despair of getting this rejected by the General Court, and then we shall be fixed for ever. The next Committee for By-Laws (if we ever think fit to have another) shall be better modelled, Men more in our Interest; for by that time we shall know the humours and inclinations of Men better than we did when we made our List for this Committee: had we known you as we do now, the greatest part of you should not have been in our List, nor consequently chosen. We have some indeed amongst you that concur with us in every thing we propose or oppose, and it is such we must choose hereafter.  C. 
I had several other things to offer for the expediency of a Rotation; but since that Method is rejected by the Committee, I shall say little farther upon that Head at this time: yet I am very confident it will not be long before such a Rotation be established. The Thing is now new, many have not heard of it, and others not considered it. But when the Members of the Company shall duly weigh the Conveniencies and Safety of it, as securing us against the Corruption and ill Practices that the Managers of such Societies have usually fallen into, by being long continued in their Stations, it will soon determine them to the Choice of this Method, rather than that which the Committee hath agreed upon. The falling off of eight yearly, though not by Rotation, is a good step towards preventing the Mischiefs that are apt to grow where there is no Change at all; but it is an imperfect Cure, and will leave us languishing. For sixteen may, and probably most of them will be continued for Life without a Rotation; whereas by a thorough Change in three Years all Combinations would be broke, and all undue Means of enriching themselves discovered and prevented: and when they have no ways left to make private Advantages to themselves, they will employ their Thoughts for the Interest and Profit of the joint Concern, which are the only things aimed at by this Method.  
The design of leaving out eight Directors yearly by the Bank of England, and the Regulation in the Old East-India Company, was the same with what we propose by a Rotation: and if this will answer the End better, it ought not to be rejected for being New or wanting a Precedent. There was no Precedent for those then, no more than for this now; so the newness of the thing can be no good Reason against it. That was opposed as violently by those Directors then, as this is now by Ours, and they kept it off till the Parliament undertook it: and had they not done so, 'tis like it had never been done, nor ever one Director changed, except voluntarily or by Death. Tho I must observe to you that as there is not in the Bank of England one tenth part of the opportunities of getting Money by indirect Means as there is in this Company, so there is not that occasion there for a Rotation of their Directors. It seems a little strange that abundance of the Members and others should see good Reason for a Rotation, and yet not one Director should be of that Opininion, but unanimously oppose it: one would conclude hence that there is something besides Reason governs their Judgements, for I dare say, they are not so unanimous in other Matters where their Interest is not concerned.  
What you tell me of modelling the next Committee for By-Laws, makes me dread a continuance of the same Directors: for such a Set will make all our Committees both for By-Laws and those to audit the Company's Accounts and every thing else. And what Good we may expect from Men of their own choosing, after they perfectly know them, is very easy to guests: for it is amazing to see Committee Men agree exactly with the Directors in every Vote, and descent in none; it looks like an implicit Faith, and that they are guided by other men's Reason rather than their own.  D. 
I think we are now over the matter of a Rotation, and its younger Brother, the leaving out of eight, which we must submit to the determination of a General Court. Pray let us consider another thing that is prepared for a By-Law (which I hear found no opposition by any in the Committee) And that is, that no Officer or Servant of the Company shall take directly or indirectly any Fee or Reward whatsoever for any Service in the Company, but what shall be allowed by the Court of Directors. You have herein certainly done well, and what will please all the Members, and remedy those Evils that are in most Companies, and almost all Offices in England.  C. 
The By-Law you speak of concerning the Company's Servants will doubtless be agreeable to every one. You say we have certainly done well, and I must tell you we would have done better if we could: for when the By-Law you last mentioned was agreed on, it was moved, that there might be also another By-Law to restrain the Directors from receiving any Presents, Gifts or Rewards, besides their Salaries: and had those Directors that were then present seconded that Motion, it would have looked honest and generous; but instead of that they put it off with a Joke. And to be plain with you, I think there is more Reason for the one than the other, by how much greater Temptations the Directors will have than their Servants: their Servants can only accommodate Men in trifling matters, compared to those the Directors may do. And I dare say the Directors were more careful and cautious, and made better enquiry before they chose their Servants, than we did when we chose them. I would allow them generous Salaries to reward them for their Care, Trouble and Time; but they should not be allowed to receive any Presents or Gifts from Commanders of Ships, Factors, or any body else concerned with the Company.  
1. And here let me give you the words of a late Author on this Subject we are upon. The taking of a Bribe or Gratuity should be punished with as severe Penalties as the defrauding the State. Let Men have sufficient Salaries, and exceed them at their Peril. It is a dishonour to a Government that its Officers should live of Benevolence, as it ought to beinfamous to Officers to dishonour the Public by being twice paid for the same Business. But to be paid and not to do Business is rank oppression. Dispatch is a great and good Quality in an Officer, where Duty not Gain excites it: but of this many make their private Market and overplus to their Wages. Thus the Salary is for doing, and the Bribe for dispatching the Business: as if Business could be done before it were dispatched, or what ought to be done ought not to be dispatched; or they were to be paid apart, one by the Government, t'other by the Party. Dispatch is as much the Duty of an Officer as Doing.  
2. A Present or a Gift to any Person in a public Trust made by a Person concerned in those Affairs, or that Business of which he hath the Management, I reckon a plain direct Bribe, and as such will blind their Eyes that receive them. The Sacred Scriptures confirm this Truth, and tell us, Thou shalt take no Gift, for the Gift hlindeth the Wise, and perverteth the words of the Righteous. Solomon saith, A Gift is as a precious Stone in the Eyes of him that hath it; whither soever it turneth it prospereth. Awicked Man taketh a Gift out of the bosom to pervert the ways of Judgement. And again, A Man's Gift maketh room for him, and bringeth him before great Men. Many will entreat the favour of the Prince, and every Man is a friend to him that giveth Gifts. And again further, A Gift in secret pacifieth Anger, and a Reward in the bosom strong Wrath. The King by Judgement stablisheth the Land: But he that receiveth Gifts overthroweth it.  D. 
This would be a pretty severe Law indeed to tie us up from taking of Gifts: Who would be a Director on those Terms? If a Commander should send me a Chine of Beef, or a few Marrowbones, I must refuse them, lest it be interpreted a Bribe. Every Man that is a Director will expect some small Perquisites besides his Salary; otherwise who would have given five hundred pound to be continued Committee Man in the Old East-India Company for the sake of a trifling Allowance every time they gave their attendance? So that small matters ought to be indulged us, since 'tis a common Practice, and cannot hurt the Company because other Men pay for it.  C. 
Every Man will know on what Terms he must hold his Directorship; and if he dislike them, he need not accept of it, but leave it to those that will: so there will be no hardship put upon any Man when he knows the Conditions before hand. And doubtless no body will think him fit to be a Director that accepts of it, and is not contented with his bare Salary, and the honour of the Place. But it is odd to talk of indulging small Perquisites, little Gifts, and Bribes; as if the taking a small Bribe were not a Crime: the taking of the least is doubtless so, and as such ought not to be allowed. We may as well permit Men to rob as far as five or ten shillings, but no higher, and say the smallness of the Sum renders it lawful: whereas all that can be said for it is, that the inconsiderableness of the Robbery doth extenuate, but not legitimate the Fact. Besides, it may be justly feared, that those who allow themselves a liberty to steal five or ten shillings, will make no Conscience of taking a larger Sum when they have an opportunity to do it. If we should allow them to accept of small things, pray how shall we set them exact Bounds beyond which they are not to pass? I am afraid such a Liberty would find no bounds, and can no more be restrained, than Water that breaks down the Banks, which will overflow as well where we would not, as where we are willing it should.  
We have heard of Managers in another Company, who have not contented themselves with Marrowbones, China-Ware, Tea, and other little Rarities; but have gone as high as a Bale of Muzlin of a great Value: and in the Pocket-Book of the late Captain of the— there was found written, Given to such a Committee Man three hundred and fifty pound to hold one sixteenth of my Ship, to another two hundred and fifty pound to hold such a Part, and to a third, one hundred and fifty pound to hold one two and thirtieth part. Thus you see, where Men have liberty, they will not know where to stop. Weak People may fancy that the Company lost nothing by what the Captain gave the Committee Men, because it went immediately out of his pocket, and not out of the Company's: but doubtless the Captain did not part with his Money for Air; he laid it out to good Advantage, and that at the long run the Company paid for, and not the Committee Men who received it.  D. 
But you have prepared another By-Law; That once a Year a Committee of five, whereof three to make a Quorum, shall be chosen by the General Court to audit the Accounts, and inspect the Proceed of the Company; and if they find any thing amiss, to report it to the next General Court. This is a By-Law we do extremely disapprove; it looks like the effect of Jealousy, and will have ill consequences, by betraying the Secrets of the Company to all the World: and some things may be of that nature, that the disclosing of them might be very prejudicial to the Affairs of the Company. Besides, it looks very unkind, while we have done no unjustifiable Action, but are labouring day and night for your Service, that you should make this distrustful Law, which it had been time enough to have done when you had known us do something amiss: and moreover, we are under an Oath which ties us to do you Justice, and is alone a sufficient Security.  C. 
It seems strange to me, and doubtless will do so to others, that the Directors do so easily consent to all By-Laws wherein their Directorships or private Advantages are not concerned, and at the same time should so violently oppose all By-Laws that would hinder them from doing us wrong, and discover them when they do so. If they intent to do nothing amiss, why are they afraid of Laws that can hurt none but evil Doers? Men that are honest, and resolve to continue so, need neither fear nor be concerned, what severe Laws soever are made to punish those that are otherwise. If a Law was preparing to inflict even Capital Punishment on such as should take a Bribe, why should I oppose it except I intended to take one myself? For however a Law of this Nature may be, it can punish none but wilful Transgressors of it, and such will not deserve pity, for none can be surprised and so transgress ignorantly or inadvertently; and it is such only that merit Compassion, and Relaxation of a severe Law.  
What need you fear an Inspection of your Accounts and Proceed, if they be just and fair? for than it will be for your Advantage to have the World know they are so, whereas without such an Inspection you may lie under suspicion and an ill Character, when you deserve it not; so that methinks for your own Reputation, even you yourselves should desire such a By-Law. And I hope it cannot be called Jealousy in us to believe you are Men like your neighbours. We have heard of ill things frequently done by Persons in other public Trusts, and why then is it so unpardonable in us, to think that it is possible, at least for some of you to do so too, when you are under the same Temptations? We do this by way of Precaution and for Prevention, and not because we suspect or know you to be ill Men already. To let this By-Law alone till you have transgressed, would be both imprudent in us, and unsafe for you: for Laws and the Fear of Detection and Punishment keep some Men in the right way, whom Opportunity and Temptation would otherwise lead aside. As to the Oath you mentioned; I confess an Oath is so sacred a Thing, that there would need no stronger Tie upon a truly conscientious Man; but taking Men in general as they are, there needs some additional Security, and it is the declared Opinion of one of our eminentest Directors, That one Bond is worth fifty Oaths.  
But than you say, this Committee will betray the Secrets of the Company, and ill Consequences will attend it. I hope both the Directors and the General Court will endeavour to choose such Men for that Committee as have a fair Reputation for Honesty and Discretion, and whose Interest it will be to keep all necessary Secrets of the Company. If twenty four Directors can keep a Secret, certainly five Committee-Men can do so too, when they have all the same honest Obligations upon them to do it as the Directors. They will be Members of the Company, take the usual Oaths, and be tied by their Interests in the Stock, equally with the Directors: And if any thing of Moment shall be thought fit to be entrusted with a few Directors, and concealed from the rest, the same Reasons that made those rest satisfied without the knowledge of it, will doubtless prevail with the Committee to be so too. And as to secret Services at home, I would not have them concealed; for if we cannot thrive and support ourselves without Bribery and Corruption here, it is more eligible to have the Company suffer any Inconveniences, than be supported by such unwarrantable m●●n, as have so long preserved the Old Company from a dissolution.  D. 
There is I hear another ill-natured By-Law prepared, which is, that after Michaelmas 1699, no Director shall be concerned as an Owner in any Ships they hire for the Company, so that if I have a Part of a Ship, she cannot serve the Company because I am a Part-Owner: which is a cruel hardship upon the Directors, and may occasion the want of proper Ships to serve the Company.  C. 
We were chosen to prepare such By-Laws as we judged for the Safety and Advantage of the Company, so that our Business is to pursue those Ends, and not to consult the Profit and Conveniences of any particular Directors or Members of it. Their Interest is not our Care to provide for, where it may interfere with that of the Society, as doubtless such a Liberty would do: for if Directors might hire their own Ships, or such as they are Part-Owners of, adjust their Damages, Demurrages, Averages, and allow 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 fraught their own Ships, any Tool they have, will be adjudged fit for our Service: whereas when they are not concerned themselves, and so not biased 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 Error.  
At present there are not many of our Directors concerned 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 obtained, to make such a By-Law now, while they are little concerned 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 concerned in the Shipping you shall fraught 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 guests how that will bias him to the Company's Prejudice.  
It may be said, those Directors that are not concerned in Shipping may hire Ships, adjust Damages, Demurrages, etc. 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 concerned 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 extremely wanting to ourselves and our Posterity, if we do not provide sufficiently against them, but suffer ourselves 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 discovered. But if By-Laws cannot restrain them, or secure us; nor men's Integrity be entirely 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 thorough 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 recompensing 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 deferred till the By-Laws to be proposed to the General Court were finished; by which means some Passages in it may have elapsed their time.   

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