HAVING- treated of the country joint-stock bank cir-culation, in conjunction •with the country private bank circulation in the foregoing section, there only remains to be noticed in the present section, the Act of Parliament permitting the establishment of country joint-stock banks.
By a clause in the charter of the Bank of England no partnership formed for carrying on the business of banking could consist of more than six persons, but by an Act passed in the year 1826, co-partnerships of more than six in number are permitted to carry on business as bankers in England, sixty-five miles from London, provided they have no house of business or establishment as bankers in London, and that every member of such co-partnership shall be responsible for all the debts of the company. They must also deliver to the Stamp Office the names and places of abode of all their members, and also a list of their officers. These lists are to be copied into a book which any person is entitled to see on paying one shilling, and to obtain a copy for ten shillings. The banks may sue and be sued in the name of their public officer, and execution upon judgment may be issued against any member of the co-partnership.
We take the following account of these banks from a Report of a Committee of the House of Commons, appointed in the year 1836, to inquire into the operation of the above-named Act, 7 Geo. IV. cap. 46, for permitting the establishment of joint-stock banks :-
" The evidence taken before your committee, and the returns from the Stamp Office, establish the fact that these banks are rapidly extending in all directions; that new companies are daily forming, and that an increased number of branches and agencies are spreading throughout England even in small towns and villages; that a principle of competition exists which leads to the extinction of all private banks, and to their conversion into banking companies. The mode in which this is effected, and the principle on which the issue of transferable shares acts at once on private banks, and generally on commercial credit, is fully developed in the evidence.
"Your committee have had before them the deeds of settlement of the greater number of the existing joint-stock banks, and they proceed to submit to the House an analysis of some of their leading provisions.
"Though the general objects of these establishments are much alike, yet there are some variations in their deeds of settlement which it may be material to point out:-
"First, as to the power of altering the regulations of the company.
"The active duties are generally delegated to a small body called the directors, while the main body of proprietors reserve to themselves the power of selecting the directors, and of altering from time to time the rules by which the directors are to be governed. Indeed, it might have been expected that the proprietors would always have reserved to themselves this power; nor should this general rule have been noticed, had it not been necessary to point out a single exception to it in the case of one particular company, in which all the powers of the company are vested in the directors of the central bank till January, 1838, and even after that date this authority is only to be controlled by the ' general board of directors', consisting of the central directors themselves, and of the local directors of branch banks appointed by them. The deeds of all the other companies expressly give a power to the shareholders to make new laws and regulations.
"Secondly, as to the mode of conducting the business of banking.
" This is for the most part set out in general terms. Some banking companies content themselves with defining the business to be 'banking in all its branches;' in other cases it is called 'the business of bankers.'
"Advancing money on real security is in no instance forbidden. The deeds of three companies are silent on the subject; the rest expressly allow it.
" The majority of the deeds are silent on the subject of the.purchase of land. The ------------- Banking Company expressly allows it. The ------------- Banking Company and the Union Banking Company expressly for-bidit.
"An advance of money on mining concerns is in no instance expressly allowed; in many it is expressly forbidden; in the majority it is passed over in silence.
"Advances of money upon any ' public foreign government stock,' or ' the stock of any foreign! chartered public company,' is directly sanctioned in the deeds of four banking companies. Investment in foreign government stock or funds, is allowed by the deed of another bank. Such advances are expressly forbidden by many of the deeds, and are passed over in silence by many others.
"In no instance is the company forbidden to become the purchaser of its own shares, but, on the contrary, power is expressly given to do so by means of the deeds, and that to any amount. The only modifications of this power which your committee have found, are in the case of one banking company, in which the directors are authorized to purchase shares in the case only of a refusal to admit as a proprietor the person proposing to buy; and in the case of another bank, the number of shares to be bought in by the directors is restricted to forty.
"Thirdly, as to the degree of publicity to be given to the proceedings.
"No principle seems to be more attended to, or prominently put forward, than that of preserving secrecy as to the state of the accounts of the customers of the banks. To this principle there does not appear to be an exception.
"The directors are in general required to sign a declaration pledging themselves to observe secrecy as to the transactions of the bank with their customers, and the state of the accounts of individuals. In some of the companies this declaration is also to be signed by all the clerks and officers. One banking company goes so far as to require an oath to this effect. If the proprietors are dissatisfied with the statement of accounts made by the directors, a power is generally reserved to appoint auditors or inspectors for the examination of the books, but these auditors or inspectors are required to sign a similar declaration of secrecy.
"No proprietor, not being a director, is entitled to inspect any of the books of the company.
"The directors are in general bound to exhibit to the general meeting of the shareholders a summary or balance-sheet of their affairs, and to make such further statement or report as the directors may deem expedient or conducive to the interests of the company. In the case of one of these banks, even this is not obligatory by the terms of the deed, which leave it to the discretion of the directors whether they do or do not exhibit a balance-sheet. In a very extensive bank, the proprietors annually appoint auditors to examine the affairs of the company and to report therein.
"In some of the companies the principle of secrecy is carried still further: two of the directors, selected from the rest, are the exclusive depositaries of the power of inspecting the private accounts of customers. These persons are sometimes called 'confidential directors.' This provision is stated to be made 'in order that the credit and private transactions of individuals may be preserved inviolate.' Sometimes they are called 'managing directors;' sometimes ' special directors.' In other companies, though all the directors have the power of inspection of the accounts of customers, two of the directors are selected to inspect bills and notes, 'in order to prevent the exposure of such bills of exchange and promissory notes as may pass through the bank.' These two directors are called the 'bill committee.' In two of the companies a single person called the 'manager' has the exclusive power of inspecting bills and notes.
"Fourthly, as to the terms on which the company is to be dissolved.
"The deeds of all these companies contain some provision for dissolution in certain contingencies. It is in general provided that a dissolution of the company shall take place by reason, either of a certain amount of loss, or of a voluntary agreement. Dissolution by reason of loss in the great majority of the deeds is provided for in the following manner:-
"It is necessary to premise that the directors of each of these companies are bound to set aside a certain portion of the profits to form a fund to meet extraordinary demands, which fund is sometimes called the ' surplus fund,' sometimes the 'reserved fund,' but more usually the 'guarantee fund.' The ordinary provision for dissolution is to this effect:-That if the losses sustained shall at any time have absorbed the whole of this 'guarantee fund' and also one-fourth of the capital paid up, then any one shareholder may require the dissolution of the company, which shall take place accordingly, unless two-thirds in number and value of the shareholders shall be desirous of continuing the company, and shall purchase the shares of those proprietors who wish to withdraw. In one bank the dissolution of the company takes place upon a loss of one-fifth instead of one-fourth of the capital. In two other banks no mention is made of the guarantee fund.
"The provision of the great majority of deeds as above stated is, that in the event of a given amount of loss any one shareholder may propose the dissolution. In some, three shareholders are required. In the Banking Company A, the requisition for dissolution must be made by ten shareholders holding 200 shares; in the Bank B by one-fourth of the company; but if the loss amount to one-half the capital, then by any single shareholder.
"By the general provisions of the great majority of deeds, the dissolution of the company, though duly proposed, may be averted by two-thirds of the proprietors; but in some there exists no such restriction; and on the occurrence of a given amount of loss, the dissolution, if proposed, must necessarily take place. In other instances, on the appearance of a given amount of loss, the dissolution is to take place immediately, even though no partner should propose it."