COpy
OF THE
UNDER THE SEAL OF THE Governor and Company
OJ!' ADVENTURERS OF ENGLAND, TRADING INTO HUDSON'S BAY,
Bearing date the 1."wenty-Sixth day of March, 1821,
STATING
the appropriation of the FORTY SHARES reserved by the principal Deed for Chief Factors and Chief Traders, with their duties; the regulations relating thereto, and for carrying on the Trade.
PRINTED BY H. K. CAUSTON, BIRCHIN-LANE, CORNHILL. 1821.
COpy
OFTHE DEED POLL,
&c. &c.
tro all to tu1)om tbt~t prt~tnt5 !f)all tomt.· THE GOVERNOR AND COMPANY OF ADVENTURERS OF ENG- ,LAND TRADING INTO HUDSONS-BAY, ~tnb gtttting. WHEREAS Reciting the In- . . . . '. h d f M h denture o( 26th un d er o.r by means o.f an Indenture bearIng date the twenty-slxt ay 0. arc March , }821, Instant, and made between the said Go.verno.r and Co.mpany o.f the first made between .. . the Governor & part: WILLIAM MCGILLIVRAY, o.f Mo.ntreal, lD the pl·o.VlDCe o.f Company, and! Lower Canada, in No.rth America,., Esquire· . SIMON . McGILLIVRAY' Mes~rs:MCGillivray W .. &s.and of SuffGlk-Lane~ in the City Gf LGndo.n, Merchant; and EDWARD Ellice, ELLICE, Gf Spring-Gardens, in the co.unty Gf Middlesex, Esquke, who. tGgether with ce.rtain .o.ther persGns therein referred to., are thereinafter described as being theretGfGre o.r then engaged in Co.partnership in carrying Gn a trade in purchasing and receiving, by way o.f barter, Furs, Peltries, and Gther articles fro.m the Indians in Upper and LGwer Canada, and in other parts o.f NGrth America, in or under thename o.r firm o.Cthe NORTH WEST COMPANY, of the second part. It is amongst o.ther things, provided and agreed, by and between the parties to the Indenture no.w in recital, that the agreeing that .' . the trade shared trade lD purchasing and receiving, by way o.f barter, from the Indians, Furs, for the space of Peltries, and other articleE> thereinbefo.re mentione,d to. have been theretGfGre 21 years; carried o.n by the said Governor and CGmpany, and the said NGrth West CGmpany, as therein mentiGned, shGuld, fGr the space of twenty-one years, 4
-commencing commencing with the outfit of the year 1821, and ending with the returns with the outfit of of the outfit of the year 1841, but subjeet, nevertheless, to certain terms 1821, and end-" , ing with the re- thereinafter contained, be carried on by and in the name of the saId tum of the out- d h' I ' I II ' th fit of 1841, be Governor and Company, an t ell' successors, exe mnve y, as we In" e carr~ed o.n ex- territory of the said Governor and Company, as in any other _part or Hl A' h f ' b nameelusIvely of thethe parts of N ort h merICa, wh' lC h mIg . t rom tIme t 0 t'lme e fi xe d upon Governor and by the said Governor and Company, and their successors; and that the Company business of the .said concern in England, should be transacted at the Hudson's-Bay" House, in London, or at such other place or plaees as the said Governor and Company, anli their successors, should from time to time That the said think fit, and that the said Governor and Company, or their snccessors, and shouldparties theretoprovide the said parties thereto, of the second part, should' respectively provI d e one an equal capital equal share of the Capital stock to be employed in carrying on the said trade share for carry- dId '" I d b d' I' ing on the trade un er the" n enture now lD reClta, an to e ma 'I;) up m manner t lerelll '1'hat the expen- mentioned, and the expences, from, and after the time therein mentioned, c\,e8 ofthe esrttahb- and during the said term of twenty-one 'years, of all the Establishments of ISh men t S 0 e Governor ~nd the said Governor and Company, and their successor,;, in England, and in ~~~l~~~~ l~nd the territory granted by their Charter, and also ill their Establishments in any ~ithin their ter- .other part or parts of North America wh€lre the said trade should be carried ntory and otber d h"' I d " 1 ' I d' , I ' parts of North on uner ten enture now m reClta , mc u mg lD such eX'pences the sa arIes AID! erica, and of the Governor and Committee of the said Hudson's-Bay Company, and. of oller expences . enumera:ted, two Governors, to be by them appointed, for theil' territories in Hudson's SbOtUlfdthbet padid Bay' , and of all Officers for the time being, both at home and abroad, of the ou 0 e -ra e . said Governor and Company, and their successors, and including also divers other expencesenumerated in the Indenture now in recital, and all other expences, and all losses or damages, which should or might be in<:lUrred or .sustained in carrying on the said trade, or in anywise relating thereto, should from time to time, and previously to the division therein, and in part herein- III case the pro- after mentioned, of the clear gains and profits of the said concern, be paid, fits should be' , deficient, then allowed and borne, by, and out of the proceeds of the current returns arising such ~xdPebncethto from the same trade, and in case the same should be deficient, then one be pal y e . . . ~arties in moie- moiety thereof to be paid by the said Governor and Company, .and their suc- tIes:relating no expenceto colo- cessors, an d th e 0 ther mOIety' t h ereo f b' y th e sal'd parties. t h ereto 0 f t]e1 secon d nization" or to part, with a derlaration that no expence relating to colonization, and not any busmess, . . . , separate from thereInbefore expres~ly prOVided for, or to any concern or business which the said trade to should be carried on by the said Governor and Company and their suc- form allY charo-e • - , JJn the concer;. cessors, for their benefit, separate from the said trade or concern under the 5
Indenture now in recital, was to form any charge under the Indenture now ill recital.
AND, it was also provided, that the clear gains and, profits arising from the said concern should be divided into, one hundred equal shares, forty shares Theprofits to be . .. divider! into 100 w I1ereo f were to b eI ong to sueh persons as sh OU ld f rom tUlle to time he by the shares, <10 shares said Governor and Company appointed Chief Factors and Chief Traders for whereof to be· . long to persons the purposes of the said trade, and to such persons as shonld thereafter he to be appointed appointed to succeed them, it being thereby declared to be the true intent Chief ~actors . and Chief Tra- and meaning of the parties thereto, that the said forty shares should always he deI'S. appropriated as a remuneration to the persons actually employed in conducting the trade in North America, or, as a temporary provision to persons retiring "from sueh actual employment. Provided, that as often as there should be The forty shares a total loss upon the refnrns of anyone year, forty equal one hun:dreth shares :~s~e subject to of such total loss should be set off from, and made good out, of the said forty . shares so to be appropriated as aforesaid, of the gains and profits arising from the trade of the said concern in the ensuing year or years, until such fo~ty shares of total loss should have been fully made good.~And it was thereby further~ /~£v,a{~d~ provided, that for the purpose of ascertaining from time to time the gains and . profits, or as the case might be, the losses of or to the said concern, and the General account . . ... to be made out true state and conditIon of the stock and capital of the said concern, a general on 1st June account should on the 1st day of .June 1823; and on ev.ery succeeding 1st day 1823, ad~d ev1etry succee lUg s . of June, during the continuance of the said concern, be stated and made out June. ,in the lIIanner following (tbat is to say) in stating and making out such account Manner i.nwhlb·ch account IS to e on the 1st day of June 1823, there should be placed on the debit side of the made onto said account the amounts of the respective valilations, to be made as therein What sums to ...... be placed on the , mentIOned, of the goods, prOVISIOns, stores, supphes, and other artIcles, of whICh debit side of the ,inventories were to be taken as therein menti(med, and which were to form part account. of the outfit of the year 1821, as therein mentioned, together with interest at £.5 per' centum per annum, on such amounts, from the· 1st day of June 1821 tD the 1st day of June 1823, and alsD the amounts of the charge to be respec- tively made as therein mentioned by the said parties, in respect of the goods, provisions, and stDresDrdered and to be .ordered fDr the outfit of the year 1821, as therein mentioned, together with interest at the same rate, on the sums form- ing such amounts, from the respective times .of the payment of the same sums tD the 1st day of June 1823, and also the amounts of the valuation, to be made , as therein mentioned,.of the debtswbich might be .owing from traders, clerks, 6
gourdes, interpreters, canO'em®, laho'Urers·, and other persons besides Indians, as therein mentioned, on the said 1st of June 1821, or at the respective usual periods next succeediag the date of the said indenture, for taking inventories as thel'ein'mentiolled, together with interest at the same rate, on such amounts from the bt day of June 1821 to the 1st day of June 1823; and also the amounts of the valuation, to be made as therein mentioned, of the Hudson's Bay House, in London, with its appurtenances, and of the ships of which a va luation was to be made as therein mentioned, together with interest at the same rata on such limountfor the period last aforesaid, and also the amounts. of such of the e:x:pences to be incurred up to the 1st day of June 182~, in respect of the estltblisl~ments of the said Governor and Company and their successors; and in respect of the said trade and otherwise as therein mentioned, as were to be paid, ,now-ad, and borne by and out of the proceeds of the current returns arising from the said tra.de or otherwise, as therein mentioned, together with .interest at the same rate on the amount of such expences from the re&pective thnes of the paytnent thereof up to-the 1st day of June 1823; and there should be placed What sums to oil th-e credit side of ihe gaid account the amount of the valuation, to be made be p~ac~d onfthea,'ei therein mentioned, of such trading goods, provisions, and stores li's on the credlt Slde 0 • • .". • . .the account. 1st d-ayof J nne, or the usual perIOd of elosmg the sprmg trade of 1822, might remain on hand at the said sevE!tal depMs, s{ati()ns or posts as aforesaid, and of the debts to be includtld in snch valuation as aforesaid, and also the amount of the then value of the Hudson's Bay House, for the time being, in Loudon, mth its appurtenances, and any other property whi<.:h should belong to the con cern, on the Ist day ·of June 1822, together with interest at the rate aforesaid on both amounts, from the said 1st day of June 1822 to the 1st day of June 1823, and also the net amount to arise from the sale of the furs, peltJ;ies, and other articles to be received as the returns of the outfit of the year 1821, after deducting all expenees attending or relating to the sale thereof, together with interest at the Same rate oil the sums forming such net amount, from the re- spective prompt dn-ys of the sale of the said furs, peltries, and otber articles, What shall be to' theIst day of June 1823, andtha:t the balance of the saidgenel'al account deemed profits or losses. should, in the event of such balance being on the credit side of the said ac count, b'e deemed to be the gains and profits in respect of the outfit of the year BalanGe of in 1821; and should in the event of such balance being on the. debit side of the terest account said account, be dMmed to be the losses in respect of the outfit of ·the same to be divided between the year; and the balance'of the said interestaccou:nt should be divided and paid, one parties. moiety to the Hudson's Bay Company. and the 'other moiety to the parties 7 ther.e.to, of the second pal'lt, their .ex.ecutors or ad.tninistr.a.tol's ; and ·that The account to . . d . J be made out on the g.eneralacC;Olint to be state and made out en the 1st day of . une lstJune 1824, 1824, and on ;eVlery- s\ucceeding 1st day of June, .during the cont1nuance and ~very ~\I1C- .' ceedmg 1st Jlune '(!)f the saidcOlIlcern, should .be stated and made out, .and adjusted and upon the like settled., upon the lik,eprincipleas the .ac.count to he stated and made ·out on princi;ple. the 1st day of .June 1823~ and in thQ same manner as far as .circumstances wouldac1mit, in regard to .thedetails or particulars thereof; and after every ~ueh The profits or g1encralaceount should .be settled, the ·olear gains rutd profits or the losses, as IC!sses to be .di- ...... vided or paId to the cas.emJ.gJat .be, shou:ldbe dl'Vlded amongst3lnd lile paId to or by thepartles orby the par- entitled ,(!II' liable under the sai'(\ indenture to reo.eive .01' heal' the same; and if ties. . frOJll!l.any .cause the said -gam'S and profits 01' losses shoillld u(}ot he paid at:the Ifnot at expifa- . .' . . .' . tion of 14 days exp'll~a-tton 6f fOlll,rteenday s ,after such lst day.of J Wile, ~en wLth micrest .at.£.5 after 1st June, per centum iper annum, f,rom the .expir,ation of the said £ou.r;teen days, :hnt.SdiI\)- to bear interest. Ject to the ip!l'o,v·i.,ions theEein contained, in r-egard to .the n~n~eliN'.erf :by the said prurti~lilther.eto, ,of .the secolJd part, their executors orad,ministr~t-Qr-s of posse.wion of such depOts 3JlJl.d pI\emises,as therein mentioD,ed.
AlIiD it is also thereby provided, that the said OoverncOr and Cern· The Governor . b' and '(}ompany pany, or theirsllccessors,sihQol!lJd, with all convenien·t spappomt,eed Y teappoim per- commission under :their c(!)mm(i)n seal, persons as ·-G,ov.erno.rs, to preside at sons as'Ge!ocn- Ol'S 1:opresule thecoUllcils of ,c'hief Factors, at the Northern ,and South,ern Factories, and at ~ouncilsof that such respective appointments might be made and any vacaBcy therein ~~~{!r~t:~~ at supplied by the said Governor and Company and their successors as they So~thern Fae might from time to time think fit'; and that one of the said Governors, and tones. in case both of them should be present, then the senior of such Governors, g~v;;~::. or in the absen.ce of both of them, then/any other person specially to t~1'orma In case of ab- death or absence of both the Governors and of any other person specililly sence of Go~er- appointed to preside by the said Governor and Company as aforesaid, the senior nor, &c. semo!' d' .' d h h ld" th . b" b Chief Factor to Chief Factor of each lstnct, an w 0 s ou Jor e .tIme emg e present, pr~side. should temporarily preside at such-respective council; and if the number 'of In~hlefrtT~aders ce am cases Chief Factors required to form such respective full council could not, from the to assist in form- intemperate state of the season or other unavoidable circumstances, assemble ~~~:c:~mporary within a period ,to be fixed by the said Governor and Company at the usual places respectively appointed for holding councils, whether original or ad journed, then so many of the Chief Factors of each district or department-as could assemble, should, assisted by as many of the Chief Traders of the saine district or department, as for the time being could conveniently be assembled for the purpose, respectively form a temporary council to determine theneces- Temporary saryoutfits and arrangements of the season; and such temporary council might ~ouncil may ad- adjourn from time to time as occasion might require, subject nevertheiess to be Journ. ' superseded by the original council, in case the same could be assembled during E very mem ber the sitting or adjournment of the temporary council. And, that every member of council to oftbe said council, who should be present at the same, should have one vote, and have a vote, and th t b .. f 'h ' d . h th 'G . question toe~i. a a are majOrIty 0 t e votes of the persons present, ap WIt, e ,overnor dence accord~ng or other President concurring,' should be sufficient to determine the several to votes of pre- ,'. '. .' , sident and coun. matters thereby authOrIzed to be determmed at such counCil; but for want of cil. such ~oncurrence, then a majority of at least two-thirds of those present should be required to decide the question. The Governor AND WHEREAS the said Governor and Company are about to appoint by and Company commission under their Common seal Thomas Vincent,John Thomson,' John ~~~fu~ , " point certain 1JIacdonald, James Bird, James Leith, John Haldane, Oolin Robertson, ~~:f::s.Chief Alexander Stewart, James Sutherland., John-George McTa"'ish~ John Olarke, George Keith, Julin-Dugald Oameron, John Oharles, JohnStuart ' A lexander Kennedy, E dwardSmith, John McLoughlin, ,John Davis,Jame; Keith, Joseph BeiolelJ' Angus Bethune, Donald Mackenzie, Alexander Oh1,istie and John McBean to be Chief Factors for thesuperintendance of the said Trade, as well within the Territory of the said Governor and Com pany granted by the said Charter creating the said Company, as other parts' . of North America where the said trade might he carried on under the said charter and the said recited indenture or either of them. 9 AND WHJ;;REAS the said Governor and Company are also about to aIJpoint Al sooer t amper- ' by commission under their common seal, William Mackintosh, Jacob Our- sons as Chief rigal, Thomas M'lJ'larl'ay, Donald Mackintfi)sh, John Peter Pruden, Traders, Allq,n Macdonnell, James Otmtston, Daniel 'Williams Hal'man, Roderic' M(lcken(4ie, Joh1'l- Spencer, Hngh Faries, John Lee Lewes, Angus Oa- meron; John Warren Dease, JVilliam Brown, Simon lJIIcGillivray, Roderick Mackenz·ie, Joseph McGilli'vray, WilUant Oonnelly, Robert McVicar, Peter Warren Dease, John McLeod, John Rowand, Joseph Felix La R.ocque, Andrew Stewart, James McMillan, Alexander McDonald, and Alexan,der Roderick McLeod, to he Chief Traders for conducting the said trade in their respective departments under the Go- vernor and Council hereinbefore referred to, and also hereinafter mentioned, as well within the said territories of the said Governor and Company so gra,nt(,ld by their said charter as aforesaid, as other parts of North America where the said trade might be carried on under the said charter and tbe said recited indenture or either of thew. AND WHEREAS the said Govornor and Company are desirous of appointing ~nd of appoint. 'd e h f th I . d fit ., f h'd mgthe 40 shares the sal' lorty s ares 0 e c ear gams an pro s arxsmg rom t e sal concern and making re- .and so reserved, to be appointed by the,m under and by virtue ofthe said recited gulations for the indenture, an d o·f IDi:ti\.mg_1_' sueh con d'ItlOus, . ru1 es, Iaws, an d regulatlOns : elor the trade, bepefit of the said tmde and of the parties interested therein under the same indenture, as are hereinafter respectively contained in that behalf. NOW I{NOW YE, That the said Governor and Company do hereby The Governor & declare' and direc:t that the said forty shares shall be subdivided into other Company direct shares for the benefit of the several persons respectively mentioned and named in the several articles hereinafter contained in that behalf, and that the same shall be held and the said trade and concern shall be carried on and managed under the restrictions, rules and regulations hereinafter contained, that is to say:- ARTICLE I. THE said forty sp,ares of the said partnership concern sha.11 be the 40 shares to ' 'd d' t . ht fi h fIt be sub-divided dIVI e Jll 0 eig y- ve s ares 0 equa amOUD. into 85 shares. II.. EACH.of them, tbe said twenty-five persons so to be appointed Chief The persons to Fa~tor~ as aforesaid, shall, if his appointment to the office of Chi~f FactoI' as he appointed . .' \ 10 Chief Factors to aforesaid, shall take place, be entitled to two of the said eighty-fiv~ shares, be entitled to 2 for profit and los~, and in case of loss shall in manner aforesaid, be liable to 85th shares of • k I l' d h profit and 10s8. make good the same, and If the same shall not ta ·e p aC'e, or upon liS eat, or removal from office, the same or the like shares, both for profits and loss, shall devolve upon the person who for the time being, and from time to time, shall succeed him in such office of Ohief Factor as aforesaid; it being the true intent and meaning of this article that each person who, for the time heing, shall fill the office of Chief Factor to tIle said concern, shall during his con tinuance to fill such office, in case the said conceril shall' so long continue, be interested in two of the said eighty-fifth shares in the said -concE-I'n, both for profit and loss, as a compensation for hi~ performance of the duties hel"eby, or by the said recited indenture imposed or to be imposed on him as such Chief Factor. III. EACH of them, the.said twenty-eight persons, So to be appointed ~~~~~':l to Chief Traders as aforesaid, shall if his appointment to such office of Chief ChiefTr~ders Trader as aforesaid,. shall take place, be entitled to one of the said eighty- to be entitled to .... 1 85th share of fifth shares, for profit and loss, and IIi case of loss shall lU manner aforesaId, profit and loss be liable to make good the same, amI if the same shall not take place, or upon his death or removal from office, the same or the like share shall devolve upon the p'ersori who, for the time being, and from time to' time, shall succeed him in such office of Chief Trader as aforesaid; it bcing the true intent and mE'aning of this present article that eadl person who, for the time being, shall fill the office of Chief Trader to the said concern, shall, during his cOlltinuance to fill such office, in case the said coilCern shall so long continue, be interested in one eighty-fifth share in the said concern, both for profit and loss, as a compensation for hisperformallce of the duties hereby, or by the said recited indenture, imposed or to be hereafter imposed upon him as such Chief Trader as aforesaid. Seven shares of IV. THE remaining seven shares of the said eighty-ft'te shares, both of profit and lOllS, profit-and loss, shall be appropiated as follows namely -four of such seven tobe appropna- _ ."'. ted to old ser- shares shall be reserved to be given to the old servants, now or lately III the vants in certain employment f th . d G de' h . d' h proportions for . . 0 . e sal ovenol' 'an ompany m sue proportIOns, an WIt, 7 years, under, . and subject . to such restrictions and reO"ulationse as the said Governor and Company shall think proper for a period Dot exceeding the first seven years of the sai to such persons lately employed by the said North West Company, and then having an interest in t.he concern of the same Company as the said William McGillivray, Simon McGillivray, and Edward Ellice, or the 'survivors or survivor of them, or the execut.ors or administratOl's, of such survivor shall think proper, and for the like period of seven years; and after the expiration Afterthatperiod d . l' ·to beheld of th e sal.. perlO d 0 f seven years, t h'erem an d t h encetOrt h d'urmg t h e contt- . provided byas nU!lnce of th:e said concern, (if the same shall not have been previously deter- article 28. mined;) the said last mentioned seven shares of profit and loss shall be held and appropriated in like manner as hereinafter provided by Article XXVIII. with respect to the retired shares. ' V. THE Chief Factors for the time being, appointed or to be appointed The employ hv the said Governor and Company as aforesaid, shall wholly employ them- IDFentt of Chief • ac ors. selves in the superintendance of the trade with the Indians and other persons, and also of nIl business relating to the said concern, as well within the terri- tory granted by the said charter as other parts in North America where the said Governor and Company have the power of carrying on trade with the Indians or other persons in furs and other articles. THE Chief Traders for the time being, appointed or to be appointed Th I. VI. ' e en'lp oy- by the said Governor and Company as aforesaid, shall wholly and exclllsively ment of Chief act ·as traders, and conduct the business as such in their respective depart- Traders. ments, and under the orders and regulations to be from time to time given them respectively by the respective Governors and Councils to be con- stitued' in manner hereinafter mentioned, but without intitling the said Chief Traders or either of t.hem to sit as a member of such councils, or either of them, or to have any vote therein in respect of any matters there discussf!d, except in the special case hereinafter mentioned. VII. THE Chief Factors for the time being, appointed or to be appointed The C~iefTra- . ders wIth Go- . I as aforesaid, shall, during the continuance of their respective comJDis- vernor or other to sioDs, together with· one of the Governors to be from time to time appointed pe!sotnd be.aP - • r _. • • POIn e speCla-I by the said Governor and Company under theIr charter, and m case both Iy as President · h th . fIG to constitute of them shall be present, t 1len togeth er 'Wit . e semor 0 suc l overnors, Council. o.r in case of the absence of both of them, then together with any other person 01' persons who may be specially appointed by the said Governor and JI 2 Company as Presi!ient thereof, constitute the Councils for regulating the trade and affairs relative to the said concern, and as well without as within the limits of the territory of the said Governor; and to constitute a Council,' not less than seven Chief Factors acting in the N ortb District, and not less than A certain Dum- three Chief Factors acting in the Southern District shall be present, besides Factorsber of Chief must he one 0 f the sal'd two G' overnors, or sue"b 0 tb er P res}'d en t as h"erem b e f'ore an d p~tlsent to cox;t- hereinaftel' is mentioned at such places respectively as shall or maybe frQm stltui.e CounCil '. . d' ' d' . d b h . 1 G dC'" in each district tIme to tune Irecte or appomte' y t e sal{ overnor an ompany fOI' that purpose. vnr. THAT every arrangement with respect to the trading posts anel The manage- merit of the stations to be occupied, and the,respective outfits to be made for carrying on trade, posts, &0. the said trade, and the wintering residence of the chief Factors and Traders, to be settled by " . . the Governor & and of the Clerks and others III the senwe of the saId concern, as well under Council. the Charter of the said Governor and Company, as otherwise, shall be fixed and settled by the said respective Governors and Council in their respective 'Departments. Goverl!0r ~nd IX. Each Governor and Council in its Department shall investigate the CouneIitomves- l' f' 'd' , I h D P d b tigate result of resu t 0 the prece mg year s tra( e at eae epartment or ost, an e preaeeding guided thereby, in regulatirig the outfit for the then following or current year's trade. season. All matters de- X. All matters whatsover which may be determined upon by each Go ~~~!~fldt~~e vernor and Council shall be distiilCtly and fully minuted in a book to be kept e~ltel'e~ in ~he for that purpose, to be called the Council Minute Book, and a copy of such CounCll Mmute M' Ii b' d ' d' b' , . . Book & signed. lDJltes sha e ma e out, an SIgned ,y the saId Governor or PreSIdent; and Members present at the Council, vouching the same to be a faithful copy of the minutes made at such Council, which copy shall be annually trans mitted by the Governor orPresident to the Governor and Company in Eng land or their Committee. Each Council to Xl. EACH Council so constituted as afol'esaid, shall be authorized to make rules and make such rules and regrilations-for the management and conduct of the trade regulations for conduct of aforesaid, and otherwise relating thereto from time to time, as they may think trade. fit ; and such rules and regulations shall remain in force until the same be ratified or objected to by the Governor and Company in England, according to the provision hereinafter contained. 13 XII. EACH Council so constituted as aforesaid, shall have full power and Council to en jurisdiction to inquire or cause inquiry to be made into the conduct of the Chief quire into con- . . . duct of Chief Factors, Traders, Clerks, and servants m the employment of the saId concern Factors,Traders in North America, or of anyone or more, and to impose sucb mulcts and fines &c. for misconduct as the said Governor and Council shall from time to time think fit; but such mulcts and fines so imposed shall not be enforced until the same sball be ratified or varied by the said Governor and Company. XIII. IF owing to death or other cause, one of such Governors {II' In absence of their succe;;;sors or such other President shall not be present, or if there shall be Governor'h&c. persons W 0 a want of sufficient members, or on any other account, the persons who may meet may ad- have met together·may adjourn from time to time. journ. XIV. IN case of the death or absence of both the Governors and of any I b f . n a sence 0 other person specially appointed to preside by the said Governor and Company Goyernor,senior aforesaid, the senior Chief Factor of each district, and who shall f{lr the time ~i~~~fc~~~t~:e~ being be present, shall temporarily preside at such respective Council; and if sidc. the number of Chief Factors hereby required to form such respective full Council cannot, from the intemperate state of the season, or other unavoidable circnm- If su m-'lCJ:en t stances, assemble within a period to be fixed by the said Governor and Com- number of Chief pany,at the usual places respectIvely. appomted.., lor hoI d'mg the C'lounet s, whether assembleFactors cannot Chief original or adjourned, then so many of the Chief Factors of each district or ~raders to as- • • SIst, and form a ·department as can assemble, shall, assIsted by as many of the ChIef Traders of temporary the same district or department, as for the time being can conveniently be Coun(Jil. Hsseinbled for the purpose respectively, form a temporary Council to determine the ·necessary outfits and arrangements vf the season; and such temporary 'Council may adjourn from time to time as occasion may require, subject never- theless to be superseded by the original Council in case the same can be assem- bled during the sitting or adjournment of the temporary Council. XV. bany Chief Factor or Chief Trader misconduct or misbehave himself, Chief .Factors or so as t 0 lDJure., t h'd' e sm concern m any manner h owsoever, .an d. sh· a· 11 t h ereo f b e mayChief be Txaders expell'd ·convicted by proof to the satisfaction of the majority of the Council and Gover- for mis-conduct, nor WIt. I'lIn t Ile d". Istnct to wh' lC 1 1 t h e party ouen·Jr d' mg s h a 11 bId e ong, au w h'lC h feited.and shares for· majority shall have power to hear iind determine all charges of that nature, the said Governor, with the coneurrence of such majority of the Council before whom such charges shall be brought, shall have power to expel or remove the Chief Factor or Chief Trader so for the time being ofi'ending, and the share or shares 14 belonging to the said Cbief Factor'or Chit'f Trader so offending and prnvide'd for him respectively, under Articles II, :lnd III" shall be forfeited; and tbe same shall thereupon become diilposable in such manner,for the benefit of the succeed ingChief Factor or Chief Trader to be substituted in the room of tlle offending p.arty, as the said Governor and Company shall think fit, Provided never- No Chief FactOl' theless no Chief Factor or Chief Trader shall be so relnoved or expelled by the or Chief Ttader , ' , C ' f F t t to be expelled, said Governor and CounCIl unless at least twelve hie actors are presen a unless 12 are such Council and unless such sentence of removal or deprivation is carried by a present, and ' sentence rati- majority of two-thirds of the said Factor!', and the Governor shall also concur tiednor byand Gocver- om- therein , and unless such removal or expulsion shall be subsequently ratified by pany, the Governor and Company, " XVI, IT shall not be competent to any Governor or Council to dismiss any Clerksdismissed not forto be C Ier k £JOr mlscon ' d uct Wit ' 11 out fi rst 0 bt auung" th e sanc' -t' 1'Oll 0 f' th e G overnor an d m~sconduct Company in that behalf, except. in cases of habitual intoxication or fraudulent tionwIthout of Governor sanc- or WI'If u I' mlsapp I' lCatIon 'f 0 property wtruste' d to h'1m, melt, 'h er 0 f w'h' Ie hitas- and Co~pany, mentioned cases' it shall be competent to the Governor and Council of the depart- except III cer- " ' " tain cases. ment wherem such misconduct may arise, of their own authonty, to dismIss such clerk at once, and in all other cases of misconduct the said Governor and Council shall or may suspend him from his situation until the pleasure of the Governor and Company as to his disposal is made known. ChIe' f F ac t ors & 'XVII. THE Chief Factors and Chief Traders who winter in the interior Chief Traders shall be allowed out of the general stotes belonging to the said concern such wbe ho11wintder, a owe ar ti!O- articles of personal necessaries as have been customarily' allowed without cles ofpllrsonal being charged for the same, and in addition to their respective interest in the neeessanes, concern, a scale of which allowances is to be forthwith prepar~d by the Governor and Council of each district or department and submitted to the Governor and Company for their approval or, alteration; and when approved of the same shall determine the allowances to be made in future; and all other articles con sumed by the party or improperly expended shall be charged to the private account of the pal-ty by whom the same shall have been consumed or improperly expended, Chief Factors & XVIII, THE Chief Factors or Chief Traders who shall from time to time Traders who 't" h' I d" C -1 winter,to render WID er 10 ten Ian country, shall dehver or send to the Governor and ounCl accounts ofthe district wherein such Chief Factors or Chief Traders shall respectively act, every year or oftener if required, a true account a.nd inventory of all the goods, provisions or other effects for the time being in hand, and also of the furs 15 _lle1trLe~ __deh~Ldneb y"-lndians_ and "Canlli>Jl1Gn·, and:· also----une--accounwol'-the expenditure .of goods and effects committed to their respective charge; and also such information as may tend to elucidate the state and condition of the said trade under their respective management at the time. XIX. The Chief Factors and Chief Traders shall not, on their separate Chief Factors acconnt, distinct from the said concern, enter into any trade, business, or com- tor bTraders not . ... . 0 e cl)ncerne d merce, either directly or indirectly, with any Indians within any part of the said in any separate 'd h' C I I "N th trade with In- G overnor and Company's terntory, un er t elr harter or e sew lere In . or dians under - America, or be in anywise concerned or interested therein; and every such penalty. Chief Factor or Chief Trader so offending, shall, for every such offence, pay the SUIll of one thousand pounds to the said' Governor and Company as stated, or liquidated damages. XX. THREE Chief Factors and two Chief Traders, shall be ailowed to leave Chief Factors & the country on furlough in each year to be regulated at an annual meeting of 'Traders may go " out of Country the respective Couneil of each district, according to a rotation list, and each ou furlough ac- such furloug'h for the tim~ being is not to exceed one year without the express cording to rota. consent af the Governor and Company, or unless the party be prevented from returning at the expiration of his furlough from severe illness; and any Factor' or Trader absenting himself after the .expiration of such furlough, without leave of the said Governor and Company, except from severe illness lUi aforesaid, shall be deemed and considered as having retired or vacated his situation under Article XXVII. , XXI. THE Chief Factors or Chief Traders not taking ad vantage of rotation, Persons Hot ta shall not 'be intitled to any furlough till it l\,O'ain comes to their turn, but they king advantage • 0 • of rotation may may exchange their rotation with any other Chief Factors or Chief Traders, exchange. upon obtaining nevertheless the previous consent thereto of the said Governor and Council of their respective districts. XXII. ANYOne' .. or more of the following persons, namely,' John ThrJmson, P arti cu1 ar per- John Macchinald. James Lelth, John Haldane, Alez. Stewart, John George sons may retire McTavish, George. Keith, John Dugald Oameron, John Stuart, Edward immand edtia~elYhre am s are. Smith, John McLoughlin, James Keith, AngtJ,s Bethune, Donald Macken- for 7 years. zie, and John McBean, wishing to retire imni'ediately, are permitted to do 8'0, and each of them to retain one-eighty-fifth share aforesaid for seven years, 16 if tlie said concernsn-alT SOloll~ti-G.ue,.tO-JU)ld to them and theiJ:..repI,illLenta~ tives; and the vacaDcies occasioiled by such retirement shall be filled up by the The vacancies to be filled by following persons, who shall respectively have commissions for the purpose, in particular pcr the order in which they are here named, that is t/? say~ William JJ:lackint(Jqh, SOilS. Thomas]J:Ic Murray, Donald M achintosh, Allan McDonell, Daniel- Williams Harmon, Roderic Macken~ie, Hugh Faries, Angus Oameron, and John Warren Dease, and that without any recommendation by the said Gov"rnor lJ.od C~l!.ncil, but such retirement shall not be delayed beyond June 1822; and also anyone or more of the following persons, namely, the said William Mack- Other persons. ., . ' . who may retire,'l.ntosh, Thomas M'J.tIu1·ray, Donald Mackmtosh, AllanJ.H'Donell, Dan'tel., and retain share Williams Harmon, Roderic Mackenzie, Hugh Fari~s, Angus Oameron, and for seven years. ' / John Warren Dease, and also Simon McGillivray, Joseph McGillivray, William Oonnelly, Peter- Warren Dease, John Rowand, J. F. La Rocque, James McMi,llan, and Alexander-Roderick MCLeod, not becomin~ a Chir.lf Factor or Chief Factors in manner last aforesaid, shall have the right of retiring !J.t once, an.;l of retaining also each one other eighty-fifth share aforesaid, fer the like term of seven years, to hold to them and their representatives, but such re tirement shall not be delayed beyond J nne 1822, provided the Whole numner of Chief Factors and Chief Traders so retiring does not exceed nine. Otller persons XXIII. Also, anyone or more of the following persont., n.amely-Thomq,~ ;::;':~!t~f;:re Vincent, James Bird, ()oli;'" Robertson, Ja'mes Sutherland, .John Olarke, ~ndretain share John Charles, Alexander Kennedy, John Dr:J/Vis, Jos,eph lJeioley, Alexq,nder t' . t' . I . t forperiod. the same Oh'r~s w, WlS h'mg t 0 re Ire Imme d'late y, are permltted to d 0 so, ant 1 eae· h 0 retain one other eighty-fifth share aforesaid, for the like term of seven years, to hold to them and their representatives, but snch retirement shall not be de layed beyond June 1822, and the vacancies respectively occasioned by such retirement shall be fined up by the Governor and Company from among the Chief Traders for the time being, without any recommendation being neces sary for that purpose, by the Governor and Council of the said Company in North America; provided nevertheless, the number to retire under this article shaH not exceed three. Chief Fac.tors XXIV. ANYOne or more' of the Chief F.aetors and C}lief Traders for the and Traders may hereafter time being may retire at any.time hereafter, where no other provision is hereby tamre~ire allowances, with cer- made for the purpose, upon the following terms. , that is to say--- A Chief Factor for the time being entitled to two eighty-fifth shares under Article II. and a Chief Trader for the time being entitled to one eighty-fifth 17 share under Articl~ III. shall be permitted to' retire upon the following allow- A!Iow~nce after ances, name, 1y-a f ter Will . t·erUlg th ree years III. N ort h A'merIca, . h e s h' a 11 b e a 11 owe d wmtermgyears. three to hold his share or shares, as the case may be, for one year next after his retire ment, and half of his said share or share'3 for the next succeeding four years; and in case of a party retiring, after wintering five years, he shall be allowed to A~Iow~nce after . ' .. wmtermg five hold hIS share or shares, as the case may be, for one year next after hIS retlre- years. ment, and half of his said share or' shares for the n~xt succeeding six years, to be respectively held by him and his representatives respectively during the respective periods mentioned in this Article; but no more than three Chief Only certain '. d· II h 11 d . number allowed F1 actols or two ChIef Factors an two ChIef Traders sha e a owe to retire, to retire in any' under the last article, in allY one year, nor unless he or they respectively so one year. desirous to retire do give one year's previous notice thereof -in writing to the said Governor amI Council; and the option of retirement shall be in the rota- tion in which the Chief Factol·s ,and Chief Traders, asfar as they are concerned, are respectively in the commissions so to be respectively made as aforesaid, and hereinbefore named or mentioned; and in other cases shall be by seniority in each class, according to the dates of their respective commissions. xxv. IN the event of the death of any Chief Factor or Chief Trader, his On death of . '. ' ' ,Chief Factor or representatives shall be entitled to the benefit of IllS share or shares, as the Trader, their re- case may be under Article II. or III. to the end of the year in which he died, Pbresen~altidves to , , ' e entit e to such year being considered as ending on each first day of June; and if such certain allow. death shall happen before the party dying shall hav'e wintered in North America ances, . five years, his representatives shall have in addition an half of such share or , shares for 'four- years, from the end ~f the year in which the party shall die; and if his death shall happen after having wintered five years, then his representa tives shall be put on the same footing as if the party had retired, and been en- titled to a six year's interest in the said concern under Article XXIV. And in with power' of case such representative or representatives shall be desirous of disposing of his, di~posal ?~ cer- . .. . ·d . tam condltlOns. h e1', or thelr respectIve mterests ill the sal concern as sllch representatIVe or representatives, he or they shall give notice thereof to the said Governor and .. . Chief Faotors or C ompany, who sha II have the l'lght of pre-emptIOu WIth respect thereto. Traders not to , sell share with. XXVLNo Chief Factor nor Chief Trader who shall retire, shall after ~~tv~~~~: ~~Jhe such retirement, sell and dispose of his share or interest in the said concern Compa!ly, who. ·th t . . . f ·d'· b areentitledto WI _Oll gJvmg notICe thereo to the sal Governor and Company, who shall e right of pre- e emption. 18 thereupon entitled to a right of pre-emption nor in case of sale, sballltny Chief CTlliedfFacto11f.s or Factor or Chief Trader be thereby or otherwise discharged from the several ra ers se mg shares to remain articles contained herein, or in the said recited indenture, or from his observance liablecles, to arti- or performance thereof , nor f rom h'IS l'la b'l't 1 1 Y to 10rlel.c.c 't ure, or th e consequences thereof; but all such articles shall continue notwithstanding to be as binrling on, and all penalties io respect of such fOlifeiture shall be payable by him respectively, and his representative, as if he had continued such Chief Factor or Chief Trader respectively. A certain num- XXVU. IN such cases as are not herein-before expressly provided for, any b,er of Chief one or more of the Chief Factors for the time being, so as they shall not, without Factors and 1 C '1 . 'N 1 A' d' Traders may re- the express consent of the Govel'nor all( ounci mort I menca, excee III tire. on g'iving anyone year three Chief Factors; and anyone or more of the Chief Traders for 1l0tlCe '. . , the time being, so as they shall not without the like consent exceed in anyone year three Chief Traders, may at any time retire and vacate their respective but not entitled offices of Chief Fa~tor and Chief Trader respectively, upon giving one year's to any allow- previous notice in writing to the said Governor and Council; but the parties so ance, retiring and vacating their respective offiGes shall not, however, be in tided to pflrticipate in the l'etiredlist, according to any of the articles hereinbefore con tained ill that behalf; but they and ,their representatives shall, notwithstanding to remain liable such their retirement or vacation of otTIce, remain subject to all such restrie to articles. 'tions as to trade and payments, as jf the party or parties so retiring under this article h.ad continued in office. How vaeaDcics XXVIU. \V HEN any vacancy happens in the number of Chief }'actors or of dC?I!ef Fl· acttors Chief 'fr!l.ders, as hereinbefore provided for the same, shall be reported forthwith an rae ers 0 be filled. by the said Governol' and Council in North America to the Governor and Com- pany in England,. accompanied with the nomination by the said Governor and Council, of three persons, to be respectively selected, according to the next article, for eaeh vacancy, and whoin they the said Governor ,aud Council may· consider from seniority and merit entitletl to fill such vacancy; and the said Governor and Company shall, without delay, select one of such persons so no minated to fill each of such vacancies. Vacancy of Chief Palltor to be filled up by XXIX. EACH person to be named to fill the vacancy of Chief Factor, Trader, and under the last artiele, shall be selected or taken from the list of Chief Traders, of Trader to be filled by clerk. and the person to fill the vacancy of Chief Trader, under the same article, 19 shall be taken from the clerks employed in the said ('onc~rn, ill North America, xxx, WHENEVER the shares provided for persons retiring under a{·ticles Only a certain IV, XXII, and XXIII shall fall in and expire then no more than twenty' _ numberof~hares ,.' ,', - to be apphed to one of the saId eighty-five shares at anyone tune shall be applIed for the ben~fit the retireel list of those on the retired list, under article XXIV" unless such failure of shares ~~~:~~!~s,cer shall be caused by death in the then current year, or unless an excess beyond the said twenty-one shares be first expressly sanctioned by dIe said Governnr and Company, after having received a special minute thereof from the said Governor and C Guueil. XXXI. REGULAR sets of accounts made up to the preceding first day of Accounts to be -, sent out to the June, shall be sent out annually by the olltward-bonnrl ShIpS of the season to parties annually he laid before the councils of the said concern in North America, for the by outward bound ships and benefit ofthe parties interested therein, and there resident, and if no objections if no objections in writing to the same be transmitted by the homeward-bound ships, belonging bbY hOdillheyvard- oun SIpS 0 f to the said concern, in the following year, such acconntR shall be- considered as next year, to, be approve d an d b e th encelorl' th b'In d'mg. bindinlY'," XXXII, AND by the same or the like 'outward-bound ships of the season, 'fhe private Re- each CI11e' f F actor, Ch'Ie f T ra d e1', anu-l each CIer k respec t'Ive I y, In'th e serVIce,,counts Factors of and Chief shall havG his private account transmitted to him, and the balance shall be Traders, and eIther. pale . 1 to hIm'b y b'Ills d rawn b y h'1m, an d rna d epayabI' e m L onuon,-l on sentClerks by to outward be every fifteenth day of April, or be paid tQ any person authorized as his agent bound ships, who may draw to receive the same, and to settle such account or accounts, for the time being, for balance, or on the same bein (J' 'made up on each first day of June aforesaid; or ifthe said hta:cetit intvested ". a III eres , party prefer to leave such balance in the hands of the said Governor and Company, and notify the same to them, they will either allow him lawful interest for the same, or, at, the option of the'said Governor and Company, invest the same in the purchase of" parliamentary stock, and receive, and when received, credit his account with the dividends thereof. Chief Factors XXXIII. No Chief Factor or Chief Trader who may retire, or the andTmdcrswho y ot representatives of such of them 'as may die, shall after such retirement or death, illt'a reti~eh'tnt o have ng - 0 be at liberty, or have any right to inspect or questiol'l the accounts mentioned inspect ac- e 2 counts. 20 in article XXXI., but shall' respectively, he conGluded ,as, to, them, by, the certificate of the said Governor and Company as to their correctness" as far as respects their shares and interests therein respectively. Assignees of XXXIV. No person becoming entitled as the. assignee of the share' or sbtia.lt·eISdntotbto be shares of a retired Chief Factor or Chief Trader, or as the representative of en e 0 ene- . fit unless notice a deceased Chief Factor or Chief Trader shall be entitled to derive any benefit . f F t & Cl De aeon XXXV. THE Chief Factors' and Chief Traders now appointed or to be Traders within appointed, and every Chief Factor and Chief Trader, from time to time, and tocertain entt'r periodsinto at aII' . tImes (urmgl' the sai d concern, to b e appointed b y thesai d G overnor an d covenant for Company for the superintendance and management of the said concern, shall, observance of the articles. withiu eighteen calendar months next after the date hereof, with respect to the present Chief Factors and-Chief 'rraders, and with respect to aU future Chief Factors and Chief.Traders within twelve calendar, months, next after the date of their respective commissions, enter into a. covenant or agreement with the said Governor and Company for the due observance and performance by them, . the said Chief Factors and Chief Traders, of all the Conditions, Agreeme,nts, Rules and Regulations mentioned and contained in these Presents; and also all other rules and regubtions to be from time to time duly. made, pursuant to the said recited Indenture; and the terms thereof, as far as the S\lme are, or shall be applicabJe to them respectively, and for the payment to th~ said' Go vernor and Company of the Rum of one thousand pounds as liquidated daPl ages for every wilful breach of such conditjons, agreements, rules, and regUlations, by the parties so respectively covenanting, and for the ac.ceptance Appointments to be voidable by them respectively of the several provisions hereby made, or to be made for if appointees omit or refuse them, and every such appointment. shall be voidable in case .the Appointee to enter into therein named shall omit or refuse to enter into such covenant or agreement, covenant. within the time hereinbefore mentioned on that behalf. XXXVI. THE several articles, matters, and things hereinbefore con- Certain articles . . not to be altered tamed, shall be binding on the saId Governor and Company, and shall con- without consent tinue in force during the said concern, as far as relates to articles I. II. III. °CfJ ~ll:JF'oritty of Q. uel ac ors IX> IV. XV. XXII. XXIII. XXIV. XXV. XXVIII. XXIX. XXXI. and Traders. XXXII., without any right on the part of the Governor and Company, or their Committee for the time being, to defeat, alter, or vary the same, either in the whole, or in I>art, without the consent, in writing, of the majority of Chief Factors and Chief Traders for the time being, respectively, and as far as relates to the remaining articles contained ill these presents, unless in the mean time, and until determined, altered, or varied by the said Governor and Company, in conformity to their power reserved to them under their said Charter, or the said recited Indenture, and until sufficient notice thereof to be given by the said Governor and Company of such determination, altera- tion, or variance; and all persons having any interest, or being in anywise Persons having entitled, fo'r the time being, under the said articles, or auy of them, shall or intti~l'lest unti~etlr d . ar c es en c may be entitled to proce.ed against the said Governor and Company, in case to proceed · f f h . d t' I against Gover- o f any b reach on t 1lelr part, 0 anyone or more 0 t e Sal ar lC es. nOf.and Com- pany for breach ,IDn ~ftnt~~ whereof, the said Governor and Company have caused their Common Seal to be hereunto affixed, this twenty-sixth day of March, in the second year of the reign of our Sovereign Lord GEORGE the Fourth, by the Grace of God, of the Uni ted Kingdom of Great Britain and Ireland, King, Defender of the Faith, and in the year of our Lord one thousand eight hun dred and twc:.nty-one. Printed by H. K. Causton, 14, Birchin·Lant', London. Clause in the Original Deed; omitted by error in beed Polt; STwuld be introduced in line 17 from top of page 5. THAT inventories of such trading goods, provisions, and stores, as on ihfi first day of June, or the usual pet'iod of closing the Spring trade of 1822, and on the same day, or usual period in every succeeding year, during the said t~rm of twenty~one years, may remain on hand at the several depbts, statiollls? or posts in North America, to be occupied in carrying on the said trade, as the part undisposed of to the Indians of the outfit of the year then immediately preceding, shall be made out as soon as may be afterwards, and that thcll'c- UpOi!l, the same shall be valued at a Tal'iff to be from time to time proposed by the herein-mentioned Governor and Council of Chief Factors, and deter mined upon by the said Governor and Company and their succ('ssors; and the amount of such valuation, shall, as provided for in the next article, be allowed as a credit in the account of the outfit of the year then immediately preceding and shall be made a charge in the accounts of the outfit of the year then next following, and the same goods, provisions, and stores shall be considered a§ part of the outfit of the year then next following: provided always, that in such inventorie<5 and valuations shall be included all debts which. on such first day of J line, or such usual period may be owing to the said concern, from traders, clerks, guides, interpreters, canoemen, and lahourers or other per sons, except Indians, for advances and supplies, and th.at such debts shall be valued at a fair estimate; but debts due from Indians :;haU be indmled, ~.vith ou,t any "aluation being put thereon~