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cursorily at the nature of charters, and then consider the peculiar laws, principles, customs, and practices of the existing banks, in the United Kingdom.
A body of men may be converted from a batch of individuals into a corporate body, either by Act of Parliament or by charter, i. e. by letters patent granted by the Crown. Or a corporation may have existed from time immemorial, in which ease a charter will be presumed to have been granted, and this is called a corporation by prescription. The corporation of the City of London is of this kind. When a corporation exists in either of these three ways, the corporate property and rights are vested in the corporate members and their
When a corporation is lawfully created, all powers, such as to purchase and grant, sue and be sued, are tacitly annexed to the Charter; and although no powers to make laws, statutes, or ordinances, are given by a special clause to a corporation, they are included by law, in the very act of incorporation, as without such powers the charter would be inoperative.
2. The origin of corporations by Charter is distinct from that by Act of Parliament, the latter being the act of the three estates of the realm, while the former is granted "by virtue of the Queen's prerogative Royal, and of her especial grace, certain knowledge, and mere motion," and testified by appending the Great Seal of the United Kingdom.
Letters patent or Charters are so called by reason of the form, as being open with the seal affixed, ready to be shown for the confirmation of the authority thereby given; but in the case of an incorporated body constituted by Act of Parliament, there is nothing to show save a printed statement of the proceedings of the Houses of Parliament on a given day, which statement is called an Act of Parliament, and usually begins thus: "Be it enacted by the Queen's most excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons in this present Parliament assembled, and by the authority of the same;" and so forth.
Thus for instance the Bank of England was established conjointly by an Act of Parliament and Royal Charter; its common seal is and must be affixed, to every bank
note that is issued, and consists of the not very handsome representation of Britannia. The Bank of Scotland was incorporated by an Act of the Scottish Parliament, and the Bank of Ireland by the Irish Parliament.
Royal Charters, for the formation of banking establishments, were seldom granted; we had until recently only one in England-the Bank of England; and in Scotland four-the Royal Bank, the British Linen Company, the National Bank, and the Commercial Bank of Scotland. In Ireland there are none.
3. In an incorporated bank, the law does not recog-nise individuals, but knows it only in its corporate character; for a corporation being an invisible body cannot manifest its intentions by any personal act or oral discourse; it is said to have no soul or conscience, but acts and speaks only by its common seal. unincorporated body, on the contrary, the law recognises individuals only in their character as co-partners in the undertaking.
The following are some of the legal advantages of an incorporated over an unincorporated bank. No creditor can attach any shareholder without first seeking his remedy against the corporate funds and property of the bank, which must first be exhausted before any legal proceedings can be taken against an individual shareholder, and not then without special application to a judge, and even in that case the law provides a remedy, for the shareholder so sued, by giving him the right to contribution from the other shareholders.
Nor can the losses of the corporation unjustly devolve upon any single member of the body corporate, but must be distributed over the whole of the members in proportion to the number of shares held by them respectively.
A corporation may be dissolved by Act of Parliament; or, in case of a corporation consisting of more than one person, by the death of all its members, or by the loss of an integral part of its members necessary to its continuing its existence; or by surrender into the hands of the Sovereign; or by its charter being forfeited for an abuse of its privileges, in which case the law will adjudge it to be void.
OF THE BANK OF ENGLAND.
1. Powers granted to the Bank by its Charter. 2. Its duty as the State Bank.
3. Of the nature of Funded Property, and the rights of the Fundholder.
4. Nature of the business of the Bank with the Government, and the legal safeguards that surround its transactions.
5. The separation of the Bank into two independent Departments, one for the issue of Notes and the other for Banking purposes. Legal effects of this measure.
6. Bank of England as a Bank of Deposit, Loan, and Discount.
7. Its Agency business.
8. Bank Post Bills.
9. Custom of the Bank as to discounting bills.
10. They refuse to discount for Bill-brokers; effects of such refusal.
11. Publication of assets and liabilities by the Bank. 12. Numerous Acts of Parliament in relation to the Bank.
13. When the powers granted to the Corporation are to
14. Library in the Bank for the use of the clerks.
1. The Bank of England is a bank of issue, deposit, loan, and discount. In giving a digest of the laws and customs relating to banking, it claims our first consideration; for history furnishes no example that can at all be compared with it, for the range and multiplicity of its transactions, and for the vast influence it possesses over public and national affairs.
The charter of this important corporation, which is in force at the present day, was granted in 1694, by William and Mary, pursuant to a power given them by Act of Parliament. It enumerates at some length the funda
mental principles of the corporation, and displays, in the manner in which it is drawn up, a considerable knowledge of commercial affairs.
It restricts the corporation to the dealing in bills of exchange, and in gold and silver. It prohibits its members, as a body, from taking part in any mercantile concern, but authorises them to make advances of money on the security of merchandise lodged with it, or pledged by written documents. It also provides for the manner in which such pledged goods may be disposed of, in case of non-redemption.
The privileges conferred by this charter have from time to time been made the subject of parliamentary inquiries, on which several laws have been founded, but without in any way disturbing the fundamental principles of the constitution of the bank.
The charter makes no reference to the limitation of the liability of the stockholders of the bank, but the Act of Parliament, on which the charter is based, provides that the corporation shall not at any time borrow more than the amount of the capital of the bank, unless authorised by Parliament to do so; and if any further sum is borrowed under the common seal of the bank, "each member of the corporation, in his and their respective capacities, shall be chargeable with and liable, in proportion, to their several shares and subscriptions, to the repayment of the money borrowed." This clause, it is considered, limits the liability of the stockholders.
2. The Governor and Company of the Bank of England are constituted, by their Charter and by several Acts of Parliament, bankers to the State, and book-keepers in respect of the National Debt from time to time created by Parliament.
By far the greater part of this debt consists of that imaginary principal known as "Funded Stock," or shortly, "the Funds," to the owners of which interest or dividends are payable.
The Acts by which this stock is created impose upon the bank the duty of registering all transfers of portions of the funds from the owners to those to whom they sell, and so to keep the accounts that it may at all times distinctly appear to what sum each individual is entitled.
3. I will mention the principal legal characteristics of
property in the public funds. It is what is called by lawyers a chose in action; a name given by them to that kind of property which a man is not in actual or constructive possession of, however absolute his right to it may be. This may seem rather a nominal distinction, but its consequences are of some importance. One of the principal results of it in this case is, that where money in the funds belongs to a married woman (I mean of course not being settled, and standing in her own name and not in the name of a trustee for her) the husband must, in her lifetime, "reduce it into possession," by selling it or getting it transferred to him, or else he will not be entitled to leave it by his will, nor will it form part of his personal estate if he dies intestate, but will survive to the wife if she survives him. Whereas, if when she married him she possessed, or afterwards became possessed of, the same amount of property in money in a bag, it would belong to her husband whether he knew of its existence or not, and would pass under his will at his death (whether his wife were alive or not), or, in case he died without a will, would be distributed with the rest of his personal estate.
The wife's funded property passes to the husband at her death, upon his taking out administration. (See Walter Smith on 'Husband and Wife,' chap. iii, sect. 7, et seq.)
Unlike other choses in action, money in the funds is assignable, and that in the very simplest manner, by transfer in the books at the bank.
Any person who wilfully makes any false entry or alters any words or figures in any of the books in which accounts are kept of any of the stock, annuities, or public funds, with intent to defraud, is guilty of felony.
The transfer of stock in the public funds is further guarded by making it felony to forge such transfers, or to forge a power of attorney for transferring or receiving dividends, or to effect a transfer or receive dividends on any of the public funds by false personation.
The bank admits only one simple form of transfer. By it the person selling stock transfers his interest in so much of the particular kind of stock, mentioning it, to the transferee or transferees. No conditions, limitations, or trusts, are allowed to appear on the transfer,