matter of legal doubt, he conceived they could, and they ought to get rid of it, by adopting the proposition that had been made.

Mr. S. Hall, professing the highest respect for the talents and integrity of those gentlemen who had opposed the ordinary proceeding, still could not help expressing his sentiments, though not in unison with theirs. It appeared from the advertisement, that the period required by the practice of the court, for calling the proprietors together, in order to take into the consideration certain matters, had been complied with, according to custom. He confessed it struck him at first very forcibly, that it would be taking the court by surprise, if they proceeded on the present occasion. But, when he heard the explanation of the hon. Chairman, all his doubts were removed. If they could not take the report into consideration at that time, he should be glad to know for what purpose the proprietors had been called together? He knew the advertisement said, it was to have the report laid before them. But was it not expected, by implication, that the report would be read to them, and that their opinion would be taken on it? It had been read to them. Therefore, he would ask, if the present court were adjourned, as was proposed, would not two other courts be called to confirm the report, making three in the whole? If he were wrong in his conception of the matter, then the present was not a court; but if he were right, it must be called a court-and, therefore, it was proper to take into consideration, whether any necessity existed for two future proceedings? The hon. Chairman (Mr. Howorth) had said, that neither he nor the committee were desirous of having the report hurried through the court. Now, when another court was called-the body of proprietors being, in the interim, at liberty to see the report, when every information would be given them, as a ground for their decision on this subject, he could not conceive how any imputation of precipitancy could be advanced; nor could he imagine why the business might not now proceed, in its first stage, and be finally concluded at the ensuing court. It had been observed by an hon. proprietor that form was substance. A learned gentleman had taken a very fair objection to this doctrine. But, if form were indeed substance, he wished to know what would become of the first item of the altered by-laws, which had been carried? What then became of the forms of the court? For, if hon. genlemen were right, the court had entered into the consideration of the report without attending to the necessary forms, and had come to a decision on one part

2

of the by-laws. How, then, was the court to be extricated from the difficulty, if indeed it were one, in which it had been involved? It was recommended, that full time should be given for the proprietors to acquaint themselves with every alteration intended to be made in the bylaws. But that would not obviate the difficulty to which he had alluded.

Mr. K. Smith-" I believe the question on the first point was not decided. The affirmative of the question was put, but not the negative."

The Chairman-" I beg leave to put the hon. proprietor right on that point. The question was put, on the first item, both in the affirmative and negative."

Mr. R. Jackson called the attention of the court to the words of the advertisement, by which they were called together. The court, it set forth, was held, first," for the purpose of laying before the proprietors a given report," and secondly," for the purpose of laying be. fore the proprietors, for their approbation, a resolution relative to Col. Bruce." This shewed that two distinct proceedings were contemplated. The exception, in the first of these clauses, distinctly proved the rule.

Mr. Herriott was of opinion, that farther time should be given before a decision took place. He, and many others, were not competent to give their opinion on alterations, of which they knew nothing before they entered the court.

Mr. Twining believed it was the anxious wish of the court of directors, that the proprietors should proceed on the subject exactly in the way which was most agreeable to themselves. He believed it was still their wish. If it were their pleasure to adjourn the consideration of the report, and to call two other courts, he, for one, would have no objection. He did not in the least care for the mode in which the business was performed. He only hoped that course would be taken, which would be most satisfactory to the proprietors, in general, and to the committee of by-laws, in particular. If the proprietors would state what they wished to be done, he was sure the court of directors would most willingly accede to it.

The Chairman-"The proposition that has been handed to me is this- that this report be now received; that the consideration thereof be deferred; that, in the mean time, it lie open for the inspection of the proprietors; and that a future court be summoned to consider of the same. Now, I think it will be seen that there is a discrepancy in this resolution, because part of the report has been received and approved of. How are we to get over this difficulty ?"

Mr. S. Hall" I should not have

3d. In having recovered by retrenchment, after the final audit of several paymasters' accounts, a sum of pagodas 3,60,323, and which has been refunded and paid back into the company's treasury. 4th. That his health and constitution having been much impaired, after a residence of thirty-two years in India, he was compelled to the necessity of taking his passage to England, subjected to an enormous expense, and thereby resigning the appointment of military auditor general, and expressing his hopes, that the hon. court, having considered him worthy of reward, which from circumstances occasioned by sickness, he has been prevented enjoying, they will be pleased to bestow on him such remuneration as may be judged proportionate to the advantages which have resulted, and will result, to the hon. company from his services.

The committee, on referring to the proceedings of the Fort St. George government, find, that in December 1808, lieut.-col. Bruce, military auditor general, made an application to the governor in council, for an increase to the salary of the office, founded principally on the very considerable augmentation to the army, and of course to the military expenditure, and requested that such increase of salary, if acceded to, might commence from the time when certain reductions of expense, which had been made at his suggestion, were carried into effect.

In bringing this claim to the notice of the court, the governor in council, in their letter of the 27th January 1809, observe, there can be no doubt of the accuracy of the facts stated by lieut.-col. Bruce; they bear testimony to the zeal and rectitude, which, on all occasions, appear to have governed his public conduct, and remark, that they shall, accordingly, have much satisfaction if the subject meets the court's favourable attention, and if the salary is augmented, they have no doubt the court's orders will have retrospective effect.

In their reply to this reference, the court, in consequence of the earnest recommendation of the government, and of the increased duties of his office, granted to lieut.-col. Bruce, as military auditor general at Fort St. George, a salary of 40007. per annum, with the regimental pay of his rank, to be in lieu of every allowance and advantage arising from batta, house-rent, establishment, or any other source, except office-rent, if an office was not provided for him,-this salary was to take effect from the date of the court's letter, viz. 21st October 1812.

Previous to the receipt of the court's orders at Madras, lieut.-col. Bruce had been obliged by ill health to apply for leave to return to Europe, which was granted, and the governor in council, in

advising this, in their letter of the 5th March 1813, say,

"As we entertain the highest opinion of the character and services of lieut.col. Bruce, we beg leave to recommend his claims to your attention, and that he may receive some substantial mark of your favour."

It is evident that lieut.-col. Bruce, in whose behalf the increase was solicited, and whose services were strongly recommended by the governor in council to the court's attention, could only have benefitted by it, to a very inconsiderable degree, owing to his having been obliged by ill health to relinquish the office, and come to Europe, in less than five months after the increase was to take effect, whilst his successor in office would enjoy the full advantage of the increased salary, from the moment of his appointment.

The committee therefore, on due consideration of all the circumstances of the case, recommend to the court, that in full satisfaction and reward for his merits and services, during the time he held the office of military auditor general at Fort St. George, which are so strongly recommended to the court's attention by the governor in council, lieut.-col. Bruce be presented with the sum of fifteen hundred pounds, provided the general court shall sanction, and the board of commissioners for the affairs of India approve and confirm the said donation, conformably with the 88th section of the act of the 53d of his Majesty, cap. 155.

These documents having been gone through

The Chairman inquired, as the circumstances of Colonel Bruce's case were so fully detailed in the report, whether the proprietors would wish to have it read again? The report detailed the circumstances more accurately than he could. If gentlemen did not desire to have it read a second time, he should proceed to put the question.

Mr. Hume expressed himself anxious to offer a few observations, before the question was put to the court. From merely hearing it read, it was impossible to become acquainted with its details. The advertisement did not offer any information on the subject. From that no person could imagine the reasons by which the court of directors were induced to recommend this grant. The advertisement set forth, "that a resolution would be this day laid before the court, for granting to Colonel Bruce, a certain sum, for the reasons therein stated." But whether the report was to be open to the inspection of the proprietors, or whether, in point of fact, it had been open to them for perusal, he did not know.

The Chairman answered, "that it had been left open to the proprietors."

Hume proceeded. He had no opportunity of seeing it; and, in future advertisements, he thought it should be stated, whether the documents connected with any resolution of this kind were or were not left open for inspection at the India house. The reasons assigned for making this grant to Colonel Bruce, were his long services, and the benefits he had rendered the company, as military auditor general; the report also noticed the infirmity and bodily disease which his long residence in India, had occasioned. Now, as far as he knew any thing of Colonel Bruce, he was as healthy a man as any in that court. If there was to be another proceeding before the proposed grant were ratified, he should not offer any objection to the motion for approving it. He wished, therefore, to know, whether the present proceeding would be final, or whether the resolution would be subject to the confirmation of a second court. As the by-laws had been altered, a second court would be necessary.

The Chairman" As the by-laws now stand, the decision of the present court must be conclusive, with respect to the proposition laid upon the table. He wished to mention, that the report had been lying open to the inspection of the proprietors, from the first day on which public notice had been given of the intended grant. The by-law, section xx. chap. 6, was minutely complied with-the report having been open to the examination of any proprietor, from the day the proposi-, tion was first advertised."

Mr. Hume said, he knew the by-law ordained that the report should be open to the inspection of the proprietors; but, as the circumstance was not noticed in the advertisement, he had doubted whether the direction had been complied with. Now, looking round to the empty benches-remarking the thin attendance of proprietors-it appeared to him to be a matter of very serious consideration, whether at such a time, they would be justified in voting away a large sum of money. Of Colonel Bruce he could say nothing. His objection had nothing to do with the merits of that gentleman. He believed him to be an excellent and meritorious officer. But, having received a report, on that day, from the committee of by-laws, recommending, amongst other alterations, that every resolution of the court of directors, granting a gratuity exceeding 6007. should be submitted to two general courts, for their approbation, could they, consistently with that decency and respect which was due to the body who authorized that report, render the present proceeding final, where the sum proposed was 15007.? Never did a resolution come before them under circumstances that required more solemnity and

to

consideration. A report had been laid on their table, recommending, that, in future, no grant, exceeding 6007, should be. agreed to, finally, at one general court.. This suggestion ought surely to be attend-. ed to. If, in the course of fourteen days, any gentleman should have reason doubt the propriety of the vote, he would thus be afforded an opportunity of coming into the court, and stating his objections to the grant of so much money. He thought, in justice to the committee of. by-laws, and to the funds of the company, the court ought to defer their final. consideration. The resolution might be agreed to on that day, subject to the confirmation of a subsequent court. He was of opinion that the circumstances which called for votes of such a kind should be. more fully stated. Already three or four individuals had come before the court, and procured grants of the same nature

and the proprietors, even yet, had not all the information before them, connected with those grants, which they ought to have. The court ought to look to the manner in which their officers were paid abroad, when such votes were called for. The military auditor general at Fort St. George, now received 40004. per annum, and, in addition to that, they were now about to grant 15007. to the late auditor-. general. It was true, he had given up the situation, and left India. But that very circumstance opened a new door for applications. For if, in consequence of the labour attached to a situation, the: salary was raised, and the individual holding it, thought fit immediately to resign, he might, whether distressed or not, apply to the court for a round sum, to place him on something like a level with his successor in point of emolument.

Mr. S. Dixon was of opinion, that the approval of the graut should have the confirmation of a second court. That mode of proceeding ought always to be followed. There was nothing disrespectful to the individual in pursuing it. For. a gentleman, who deserved well of the company, however often he came before › the court, would be sure on such occasions, to receive fresh marks of esteem and respect. He conceived it was extremely proper, in a case of that kind, the proceeding adopted by one court should be confirmed by another-and he suggested, whether it would not be as well, if a great part of the matter con- : tained in the report were omitted. He thought that great part of the report. might be left out with propriety. Certainly there was much of the service of this. gentlemau, which it was his bounden duty only to have done, as a servant of the company; but that was not the point which ought to be the immediate consideration of the court. They should re

collect, that a great part of the colonel's life had been devoted to the company; and after thirty-two years' service, it was not too much to give him the comparatively trifling sum now proposed. He presumed that the statement of the length of his service was correct.

The Chairman informed the court, that the colonel had stated it himself, in his memorial.

Mr. Dixon took it for granted, there fore, that when the court looked to the long period of thirty-two years' service in India, they would not think the remuneration now proposed to be given was too much. According to his calculation, £1,500 would amount to no more than £40 a year for that period; the proposition was merely to give him £1,500could that be considered too much for a person, who had faithfully performed his duty for that immense length of time, and in such a climate? it must be taken too for granted, unless the contrary was shewn by facts, that during all that time he had conducted himself with fidelity, and with advantage to the company. He trusted, under these circumstances, the question would be carried unanimously.

Mr. D. Kinnaird should not have spoken upon the subject, did he not feel himself bound, in fairness to himself, having objected to the grant in favour of Col. Ochterlony. On similar grounds he was bound to oppose the present motion. It 'would be unfair to his own motives on that occasion, if he were not to object to the present grant; indeed, he should have thought himself justified in principle to have opposed it, if it had been the first case of the kind; but more particularly so after his opposition to General Ochterlony's grant, on the same grounds. He did not enter into the merits of Col. Ochterlony, but he objected to the principle of granting a sum of money at one general court; and he did really think there was something very sound in the observation, which fell from the honourable gentleman who spoke last, when he observed, upon the inconsistency of the by-laws, which required that there should be two courts to confirm the trifling grant of £200 a year, and yet the coucurrence of but one court was required, to confirm a grant of perhaps £20,000. The inconsistency of this principle was so obvious, that he was at a loss to imagine upon what ground it could have proceeded. He was happy now, however, to find that the time was approximating, when it would be utterly impossible to do other wise than have two courts, to confirm such grants of money. He would therefore suggest that the consideration of the present question should be postponed, if not until after the new law should be passed, at least until another court. He had

no objection to the merits of Colonel Bruce, for he had no doubt that, as far. 74 as merits went, that officer was entitled to the sum of £1,500. But he really thought that the directors ought, from common respect to the opinion, which he believed was very general amongst the proprietors, to withdraw this proposition for the present; and more particularly so, because if the court passed the reso lution now, it would be final. This, therefore, was the season for opposition, because if it was now passed, Colonel Bruce would be clearly entitled to the money. He begged to be understood, that he only suggested this course of proceeding from principle, and not from any ob jection to the amount of the sum, or the merits of the person. It must be admitted, that it was a very small sum; but still that was perhaps the reason why he felt some little astonishment, that it should be brought forward on that day. If it was £20,000, he was thoroughly persuaded that the court of directors would not have ventured to have proposed it, within fourteen days of the time when it was expected that a new by-law would be made upon this subject. The smallness of the sum, therefore, proposed as it was at such a season, was a circumstance of great suspicion, and he was quite satisfied that if Colonel Bruce had been consulted, he would have been the first to have flung it from him. He would have said, "don't bring this forward at this time: it will have the air of a job-as if you were afraid of a decision, and wished to take the court by surprise." Now he was far from seeing that the smallness of the sum exempted it from that imputation; the very smallness of the sum ought to have made the directors the more cautious of bringing it forward at such a time. Weak indeed was the defence of such a proceeding, if it were put upon the smallness of the sum. Therefore, in the name of Colonel Bruce, it ought to be withdrawn, for the sake of his reputation. He (Mr. K.) objected to it in his turn, for he had no hesitation in saying, that he did believe this recommendation was founded in fairness; but he objected to it solely upon the ground of consistency in his own conduct. If it had been a very large sum, he had no hesitation in saying (perhaps he should not get much credit for liberal qualities by the statement), but if it had been a sum of £20,000, it would have taken a very long investigation to convince him that it was not a job. The directors placed themselves in that situation of having suspicions of that kind arise in men's minds, by such haste in bringing the motion forward in such a critical juncture, when it would do just as well a month hence, and be free from those suspicions