Columbia telescope. (Columbia, S.C.) 1828-1839, February 11, 1837, Image 3
Columbia rclescopc.
4lTUROAT? FEBRUARY 11, 1837.
We are accidentally prevented from giving
iny variety to car paper this week. The long
advertisement of the Bank of Charleston,
tame accompanied by so powerful a recom
mendation that we cannot resist the tempta
tion to publish it ; and it arrived at so late an
IjOQT that we can only make room for it by
giving it the space which we had reserved for
other purposes.
There is, however, little news of importance
this week. The chief items are,
B That the President has recalled Embassador
Cas? from Prance, and a Mr. Jones of North
Carolina is to be sent in his stead.
That the President has written an extraor
dinary letter to Mr. Wise, of the investigat
ing committee.
That General Jessup has hung Primus.
We with pleasure omit the Congressional
journal, in order to give Mr. Preston's speech
on the ex [Hinging resolution.
For public information we publish a list of
Ike officers of the Branch Bank, since the re
peat elections.
fHOS. HARRISON, President.
IL H. GJODWYN, Cashier.
D. J. MXX)RD, Dis. Clerk and Notary.
J. W. GIB BES, Teller.
. N. XAMSAY, Collection Clerk.
To the Editor of the Telescope.
Mr. Editor, ? I have been announced by
roy friends, as a candidate, to fill the vacancy
in the Richland Delegation, occasioned by
the resignation of D J. M 'Cord, Esq.
After mature reflection on this matter, 1
have arrived at the conclusion, that my duties
aaa Physician, would be totally incompatible
with Legislative functions. I am therefore
constrained, respectfully, t? decline the can
vass. Your Ob't. Serv't.
M. H. DE LEON.
? Feb. 10, 1887.
The Proceedings of the Stockholders of the B Ay K OF
CHARLESTON, South Carolina, at a Pub ic
Meeting held at their Banking House , in the City of
' Charleston, on Monday , the 20th January , 1837 ;
and continued, by adjournment , to Thursday , Feb
ruary 2 ; for the purpose of considering the expedi
ency of increasing the Capital of the Bonk to Four
Millions of Dollars, in conformity vith the provis
ions o f its Charter.
At a meeting of the Stockholders of the Bank of
Charleston, held cn the 30th January, 1837, at 12
o'clock, J cdgk Colcock was called to the Chair,
and A*THU* G. Rose, Esq. was requested to act
as Secretary.
Oa tb organization of the Meeting, the Presi
dent of the Bank of Charleston offered the following
REPORT.
Th* President of the Bank of Charleston, Sooth
(Varolii** in obedience to the instructions, and under
the sanction and authority of the Board of Directors,
begs leave to report to the Stockholders, as
sembled, under a public call, in conformity with the
provwons of the Charter,? that they have been
coovened for the purpose of deciding on two im
Whether it is expedient to increase the
Capital of the Bank of Charleston, from Two mil
lions.- a he present amount wf its stock, > to the sum
o I Pour millions of Dollars, under the 5th Section
of their Charter, which Section provides, " That at
any tkae before the expiration of their Charter, the
Company may, by paying a Bonus of two and
one-balf per cent., and by advertising at the places
and for the periods above mentioned, extend the
aiwwntef Capital Stock subscribed, to a further sum
of Two millions of Dollars, to be paid m the same
manner, and subject to the iame conditions, with
that herein already provided for."
2dly If ii should be deemed expedient to author
ise such augmentation of Capital, in what manner
the same sltall be accomplished.
On the first question, the Board of Directors, alter
a careful survey of the business which the Ban k
has done for the last fourteen months, since it com
menced its operations, and looking to the increasing
prosperity ofthi* City and the State at laree, have
arrived at the conclusion, that the additional amount
of capital can be advantageously employed with
decided benefit to the community m which the
Bank is established, and with a fair profit to the
Stockholders. By a reference to an exhibit, which
witt.be presented, the Stockholders will have acwii
pendkras view of the pest business of the Bank, and
srSl see bow large an aliment it must have supjwied
to the trade and commerce of Charleston. In taking
a lull i mi i r rt of the business of the Bank, lanre as it
rnm* have been, there has, nevertheless, for the last
-twelve ar>n*h?, been no period in which there has
rfYff a demand for additional capital, in the or
J&mtrr appfteations for accommodations at the Bank;
indeed, the veiy extensive exchange business which
ithe Bank of Charieston has done, has compelled it
<o limit, inconveniently, its domestic discounts.
In estimating the amount of banking capital ne
cessary to transact the loans and the exchanges,
interior and foreign, of a country, ? nrwrience must
be to the exchangeable value of its staples, its
exports, imports, and domestic trade. When it is
remembered that the existing bank capital of this
State, is scarcely equal to the value of our exports,
foreign and ceestwise, it must be altogether self
evident, that the chief commercial emporium of
South Carolina is suffering from any thing but an
excess of banking capital, and that, according to
?very probable estimate, the elements of the com
?roeroaf and agricultural prosperity of our State,
?could be beneficially segmented by increasing, at
the present moment, the resources ot a Bank, which
is at once ao active and powerful an agent in the
exchanges of this City. Nor have we the smallest
hesitation in affirming, that the additional capital,
judiciously used, am* called in gradually in instal
ments, adapted lo the expansion of the business of
the City, under the onward impulse it has recendy
received, could be made to yield a rate of profit,
?equal to the dividends which have been declared on
*he present capital- .
It may be said that the recent Act of the 1 legisla
ture. conferring banking privileges on the Louisville,
Cincinnati and Charleston Rail-Road Company, re
moves all necessity for the proposed augmentation
of our capital, and that this new institution would
create a dangerous competition whenever it goes
into- operation. In reply to this suggestion, it may
' be remarked, tliat there is yet some uncertainty
whether the necessary assent of the fetates to the
Act conferring these banking privileges, will be ob
tained ; but even admitting that their concurrence
could be procured, (which, looking to the bright
auspices that beam orr-our State, we most cordially
hope wilt "be accorded to the magnificent enterpnze
which ""promises to do so much for this city,) the
Board of Directors are entirely satisfied, that so far
from the Rail- Road Bank creating an injurious com
petition, it would minister to a state of increasing
prosperity in the business of Charieston, which
would be highly beneficial to all the other existing
institutions, which were judiciously, vigorously,
and vigilantly managed, and enable them to realize
a higher rate of profit. This tendency would be
materially promoted and secured by the wise pro
vision in the Act conferring banking privileges on
the Rail-Road Company, wnich makes the expan
sion o$ the capital of the Rail- Road Bank keep pace
gradually with the progress of the Road, by which
it is altogether probable, that the Rail- Road Bank
will not be able even to absorb the business which
the Road itself would create, whilst its operations
would be likely to furnish a lafge channel for the
? circulation of the other Banks of this City.
Wit^tbfQaa views, the Board of Directors have no
hesitation in* affirming, that, in their opinion, the
capital of )he Bank of Charleston, may be advan
tageously augmented to the sum of Four millions of
dollars.
It now remains for the Stokholders to determine,
in what maimer the proposed augmentation of capi
tal shaH be Made, whether by opening Books to the
public, or by limiting the issue of the new stock to
the Stockholders of the Bank. This question brings
up th? very important construction of the 5th See
tion of the Charier. T^he queition itself comprehends
the inquiry, to whom the additional capital belongs,
whether to the Stockholders of the Bank, or the
public at large.* As 44 the Company ," according to
the phraseology'of the Section, is to pay the bonu9
of two and a half percent, on the two millions addi
tional capital, and not the public, as a condition -pre
cedent to the enjoyment of the privilege, it would
seem that this privilege was a corporate property,
constituting an essential portion of the faculties of the
Bank. Besides, the privilege is attached to the
capital already 44 svbsenbed^ according to the words
of the Section, and not to any new subscription on
the part of the public. It is true that the addition
al sum of two millions is to be paid 4* in the same
manner ," that is to say, in instalments of 25 per ct.,
and " subject to the same conditions ," that is, of for
feiture in case of the non-payment of the instal
ments, but in no part of the Charter are the Stock
holders compelled to open their books to the public,
and the right is clearly one to be exercised at their
discretion.
The absurdity of the proposition is sufficiently
manifest, by one view of the subject. Who can
suppose that a banking company, which by its own
skiii, enterprize and ability, should elevate their
stock from par to fifty percent, premium, would pay
a bonus of fifty thousand dollars for the privilege of
admitting strangers into a participation of their
profits. without the smallest possible benefit to
themselves within the widest range of conjecture?
The very luminous opinion of the Solicitor of the
Bank, which is appended to this Report, and marked
A. (in which the Board of Directors unanimously
concur,) is referred to, with the highest confidence
in the validity of the grounds which have been thus
taken by our counsel, and which have been so ably
sustained, as it will be seen, by the concurring
judgment of the Attorney General, Mr. Bailey, and
one of the senior members of our Bar, Mr. King.
The Board, therefore, express their undoubting con
viction, that the Stockholders need not fear to meet
any issue, that may result from the exercise of a
right, which, they believe, belongs to the Bank, in
its corporate capacity, and which cannot be taken
from them, except by a gross infraction of their
Charter.
But the question whether the Stockholders will
or will not admit the public into a participation in
the subscription to the new issue of Stock, is sub
mitted to them, unaccompanied by any recommen
dation of the Board as to the granting or withhold
ing of this privilege, as it is a matter exclusively
| and solely within their province and for their
i decision.
In case the Stockholders should determine that
the new stock belongs to the Corporation, and that
the new issue be accorded to the Stockholders,
the Board would recommend that the President of
the Bank be authorised to pay, on or before the 1st
day of July next, (as a condition precedent,) the
bonus of fifty thousand dollars to the State Treasury,
i and that after advertising at the different places, and
for the period stated in the Charter, that the Com
pany propose increasing "the capital stock sub
scribed, to a further sum of two millions of dollars,"
the Cashier be authorized to receive, cither in per
son or by proxy, the subscription of the then Stock
holders, for a new issue of stock, equal to the num
ber of shares standing in their names at the time
the transfer book??re closed, which they recommend
should be on theifrst day of June next.
The Board further recommend, that the increase
ef capital be made in four quarterly instalments : to
j wit? that the first instalment be paid on the 1st of
July next ensuing, the second on the 1st of October,
the third on the 1st of January, 1838, and the fourth
and last instalment on the 1st of July, 1838; and
that until the whole amount of the new capital be
paid in, that a separate dividend be declareu on the
new subscription as a dividend on scrip, which scrip
be made transferable in the mean time.
When the whole amount of the additional capital
is paid in, certificates of stock to be issued and the
four millions capital consolidated, and the dividends
declared on the same, as an aggregate profit. The
Board have little doubt that the subscription to the
new stock can be made to yield as high a rate of
interest, as the past dividends on the present stock,
f The Cashier will have the honour to submit a
copy of the weekly statement of the condition of the
Bank, to which the President deems it unnecessary
to add any thing but an assurance to the Stock
holders, that the Institution is progressing prosper
ously in its career of profit and public usefulness.
That after declaring a dividend of ten per cent, per
annum on its operations for the last year, up to the
1st insjant, it has reserved a surplus of sixty-six
thousand five hundred and ninety-three dollars; that
upwards of one million of dollars in specie has been
disbursed from its vaults, whilst its circulation does
not now reach twelve hundred thousand dollars;
that not one dollar of bad debt has been returned
on oar hands, that t Ho real estate rrWioh we pur
chased of the Bank of the United States has largely
appreciated, and that by the daily establishment of
new points of correspondence and business, we
have a right to look forward to an augmentation of
the beneficial action of the Bank on the prosperity
and enterprize of our State, and more especially of
the City, which constitutes the immediate sphere
of its operations.
J. HAMILTON,
President, B. C., 8. C.
Charleston, Jan. 30, 1837.
(A.)
C ax the Bank of Charleston extend their Capital
to Four Million^ and divide the New Stock among
the Members of the Company ?
There is no doubt as to the right to create the
new stock. The only question is, whether sub
scriptions must be opened for the new stock on the
same terms as the old stock was taken up.
I am of opinion that the Bank can divide the new
stock among the members of the Company: and
that the regulations for the original subscriptions
have no application to the new stock, unless expressly
applied to tne case by the Legislature. The forma
tion of the company, and the increase of the capital
of a company already formed, are acts in their na
ture altogether distinct.
1. The agreement for forming the company was
not a corporate act. Commissioners were appointed
on the part of the public to receive subscriptions, to
apportion the sums subscribed, and make out a sche
dule of the individuals and their respective shares.
Till these preliminaries were accomplished, fhc-re
was no cotnjjany, nor were the subscribers bound by
Sr.v common tie.
But the increase of the capital of the company
is a corporate act? a partnership transaction ? not
having for its object the formation of a new compa
ny, but the regulation of the business of the old
The Legislature have provided for the public inte
rest, by allowing every person to hare an opportu
nity of becoming a member of the company ; but
the company once formed, the privilege of increas
ing their *tock, is one of the rights granted to the
company, in their corporate capacity, and for their
benefit. That it is a right to be exercised for their
benefit is evident, 1st, From the language used be
ing the same in which all the privileges whi< h they
enjoy under the charter are granted. "The com
pany may which words are equivalent to, 44 It
shall be lawful for the company," or, 44 The com
pany shall be able and capable" to do so and so.
2dly The price of this privilege, and the conditions
of its exercise, are to be paid and performed by the
company. The company is to pay the bonus : the
company is to determine whether it will, or will not,
increase the stock : the company is to give notice :
and the company is to see to the payment of the
additional capital.
2. There is a great difference between the in
crease of capital, that is, the creation of new stock,
and the admission of new members. A private
partnership can extend their operations is they
please, without any change of the company: but
the admission of a new partner puts an end to the
old company, and creates a new firm. In a corpora
tion it is different : the members may change, with
out changing the corporate body ; but an alteration
in the capital of the company, as at first constituted,
requires the sanction of legislative authority. Now,
the Legislature have authorized the corporate body
to increase their capital; and, in doing so, unless
there be some positive restriction, they are free to
admit, or not to admit, new members, as a pfivate
partnership.
3. Unless there is a positive prohibition, to forbid
the company from appropriating the new stock to
themselves, they must be entitled, ot common right,
to do so. To deny this, would amount to the propo
sition, that the company does not own its own stock,
which is absurd.
I^t us inquire, then, whether there is any re
striction on the company, to prevent them from
distributing the new stock among the members of
the corporate body. The words of the Act, are,
that, 4' The said company may, by paying a bonus |
of two and one-half per cent, and advertising at the
places, and for the periods above mentioned, extend
the amount of capital stock subscribed to a further
sum of $2,000,000, to be paid in the same manner,
and subject to the same conditions, with that heroin
already provided for." So far from indicating an
intention, that the new stock shall be open to the
public, the expression refers plainly, not to a new
subscription, but to an extension of the sums already
subscribed. .
But in d mrffter of so ranch importance, it is, well
to examine this language, critically, an.d ascertain
whether this section can, by any possibility, be con
strued to meaa, that the same competition shall be
allowed in up the new stock, as in the ori
ginai subscription, for the original subscription,
commissioners were appointed in Charleston, Co
lumbia, Camden, Cheraw, and Hamburg. Their
duties are declared by the Act to be, to open sud
sciipiions ; to receive 25 per cent on the shares sub
scribed; to apportion the whole amount of stock
among the subscribers; and to make a schedule of
the names, and of the number of shares assigned to
each subscriber : and they are required, before they
proceed to the execution of these duties, to give six
weeks public notice in nil the public gazettes of this
State. By these regulations, which required the
subscription lists to be kept open two days, and the
stock to be divided proportionably among all the
subscribers, competition was secured. But,as to the
new stock, there are no commissioners appointed ;
the only agency to be called into action is that of
the Bank itself. The duties required of the com
missioners are set forth by the Act in detail : but it is
no where intimated, that the bank, in relation to the
new stock, are to be charged with the same duties.
The bank is required to advertise, at the same places
and for the same periods. What are they to adver
tise ? plainly this : that they will extend the amount
of capital stock already fubscribed, to a further sum
of two millions. They are not directed to open any
subscription, nor to make any apportionment If it
had been said, that they should advertise in like
manner as the commissioners aixxe mentioned. , there
might have been some room for a construction in
favor of a public competition. Such a construction
however, even then, would be at variance with the
reason of the difference, between the formation of a
company, and the increase of the capital of a com
pany already formed ; and would involve the absur
dity of supposing, that the stockholders would dimin
ish their property by $25,000, and reduce the value
of their stock, for the benefit of strangers. It is evi
dent, that it never could be the interest of the cor
sporation to extend their capital on those conditions,
Unless they were in failing circumstances
\But there are no such terms used as to lay a
ground for this construction. The company are to
give notice in Charleston, Columbia, Camden, Che.
raw, and Hamburg, for six weeks, of their measures
for extending their capital. But this is a very differ*
ent thing from admitting new stockholders. The
members of the company are entitled to notice, i h
order that they may or may not embrace the oppor
tunity of enhancing their stock ; and unless the Act
had said positively, or by^ necessary implication, that
strangers should have an equal right with the mem
bers ?f the company to the new stock, ti is impossible
to deny the right of the company to appropriate it
to themselves. Nor can any inference in favor
of strangers be drawn from anyother part of the
section, or the rest of the Act. The terms "to be
paid in the same manner and subject to the same con
ditions with that herein already provided for," plain
ly mean, that the $2,000,000 shall be paid in the samo
instalments, and the shares of the members in the
new stock be forfeited for non payment of the in
stalments : regulations which are wide Of the con
clusion, that the shares are open to public competi
tion.
I submit therefor- that there is no ground to
doubt the perfect right of the company, either to ad
mit new stockholders or to distribute the new stock
among the members of the company, according to
their own views of interest and expediency.
J. L. PET1GRU.
Charleston, 23d January, 1837.
I have perused the forgoing opinion, and concur
fully with Mr. Petigru in the course of his argument,
and in the conclusion at which he has arrived. Per
haps indeed I may go somewhat farther; for I doubt
the right of the company to increase its capital other
wise, than by dividing the new stock among the
resent stockholders, in proportion to the shares held
y them respectively.
The Act does not authorize the company u to in
crease its capital, by admitting new subscribers," or
" by opening books for additional subscriptions but
the authority granted, is, simply "to extend tho
amount of capital stock subscribed, to a further sum of
two millions of dollars." I cannot understand such
an enactment to mean any thing bat this, that the
company m call upon the holders of the original
st ock to pay their respective portions of a further
sum of two millions of dollars, if it should be deemed
advisable to increase the capital to that extent. No
one, I presume, would doubt that this was the pro
per construction, if the provision had been that "the
company may increase its capital, by extending the
amount of capital stock subscribed, to a further sum
of two millions, <fcc.;" and I can sec as little ground
to doubt, that this is- the true intent and meaning of
the actual phraseology. The only difference be
tween it and chat which I have suggested is, that in
the language emi toyed in the Act, the authority to
increase the capital, is no otherwise expressed, than by
?reacribing the mode in which such an authority may
be exercised. Had the word "subscribed-" been
omitted, there would have been a general authority
to extend the capital ; but that word is employed,
and must reccive its appropriate signification : and it
appears to me, to limit and control the discretion of
the majority of the company, by prescribing the
mode, in which the authority must be exercised. ?
And this mode is, therefore, imperative and binding
on the company. They may increase the capital or
not, as they may judge roost expedient ; but if they
do increase it, the Act has provided but one mode of
doing so, and that mode, must be pursued, or the
charter will be violated.
It follows, that every holder of the original stock
has a right, under the charter, to a proportionate
share of the new stock, whenever the capital is in
! creased ; and of this right he can no more be divested
by the vot of a majority of the company, than he can
of any other incident to his right of property in the
original stock. The right, to be sure, may be waived
by individual stockholders on the one hand ; and the
company, on the other hand, may admit other sub
scribers in their place. It would amount to a trans
fer ofso many slnres ; for the new capital must be
divided into shares of the same amount with the ori
ginal shares, by virtue of the provision, that it shall
be " paid in the same manner, and subject to the
same conditions, &c.." and such transfers may un
questionably be sanctioned by the company. So, if
all the stockholders were to agree, I suppose that the
new stock might be thrown open to the competition
of the public generally ; but such a proceeding could
only be justified, or supported, on the ground of a
voluntary surrender by the ^stockholders of [their
individual rights. The company cannot deprive a
stockiioioer of liis proportion of the riew with
out his consent, any more than they can compel him
to give up half of his old stock at the original cost. In
both he has a right of property guarai teed and pro
tected by the Laws of the Land, and these the com
pany cannot violate by any "ordinance," "bya
law," or "regulation," whatever.
And it would be grossly unjust were it otherwise.
The privilege of increasing the capital, and the
right of the stockholders to participate in the new
stock, in proportion to the number of shares held by
them respectively, has unquestionably enhanced the
value of the original stock ; and many of the present
holders have, probably, purchased at advanced pri
ces, on the faith of this very provision in the char
ter. To violate this right now, would deprive the
existing stockholders of a privilege, for which they
have pa:d their money, under the sanction of the
law, which would be made thus to operate a gross
fraud upon thera.
It would be Supererogatory to add any thing to
the conclusive reasoning of Mr. Petigru : but it may
be proper to say, that concurring in the correctness
of his position, that in the absence of an express pro
hibition, the company is entitled of common right, to
appropriate the stock to themselves, it yet seems to
me, for the reasons stated, that the charter does ex
pressly vest the right to the new stock in the indivi
dual stockholders, and not in the company generally ;
so that it cannot be appropriated or disposed of by a
majority of the company, in any other mode than by
a proportionate distribution among the existing stocK
holders. But even if this restriction upon the dis
cretion of the company djd not exist, I can see no
thing in the Act which requires the company to open
books for a public subscription to the new stock.
The reference to preceding sections, for the places
and periods of advertising, and for th c payment of the
new capital, cannot by any rule of construction that
I am acquainted with, be understood to connect the
provisions of these sections, which direct certain
commissioners to open books, <fcc. with the grant of
authority to extend the capital. The whole act, it is
true, must be taken and construed together; but a
reference in one section, to the provisions ot other
sections, will not incorporate in the former, any other
of the provisions in the sections referred to, than
such a ? the reference itself plainly calls for. The
whole force of the argument, then, consists in this,
that the rtieaning of the phrases in question cannot
be otherwise sa'isfied; and I think Mr. Petigru has
conclusively shewn, that the meaning is fully sat
isfied, without resorting to so creative a construction.
Nor can I think, that if it had been intended, that
the new stock should be thrown open to public com
petition, the Legislature would have relied upon
doubtful phraseology, or upon forced constructions of
fragmenis of sentences. Besides, it would have been
absolutely essential to make further provision for
the means of carrying the intention into effect ; such
as for the appointment of commissioner*. and defin
ing their powers and duties, <fco. The difference of
circumstances between the two cases of subscribing,
to form a new corporation, and subscribing to in
crease the capital of one already established, render
the details of a plan for the former, insufficient for,
and inapplicable to, the latter. There are corporate
rights wWh fttust be reep'Cctcd, vested interests
which must be adjusted; 2rtd in short ihe whole
process for investing new subscribers with cor orate
rights must beesscnti lly different. 1 cannot doubt,
but that if the Lcgis'ature had contem|>latcd a new
subscription, the most ample provision would have
been made for every exigency.
Some farther provisions, too, would seem to be
required, not by convenience merely, but by the
higher obligations of even-handed justice, and sound
policy. If the Legislature had contemplated admit
ting new subscribers on the terms of the original
Subscription, surely the company would not have
been required to pay the bonus of the new stock,
without requiring that the new subscribers should
pay their proportion of the Iwnus on the whole ; nor
would the new subscribers have been admitted with
out some provision to secure to the old stockholders
the value of the real estate purchased, and all funds
and property reserved, out of the profits of the old
capital. It is well said, that it would never be the
interest of the company to extend its capital upon
such terms, unless the bank were in failing circum
stances. I may add, that the existence of such
terras would invite to overtrading, for present profit,
with a view to extending the capital if the circum
stances of the bank became such as to make it the
ipterest of the company to admit new and full-hand
ed subscribers. If the law were so, ii would ofTer a
premium to insolvency and fraud, and that was cer
tainly not the intention of the Legislature.
Upon the whole, I am decidedly of opinion that
the company not only have a right to appropriate the
new stock to the present stockholders in proportion
to the shares held by them respectively, but that
they have no right to extend the capital by any other
means.
II. BAILEV.
January 21th, 1337.
I have very carefully examined and considered
the Act incorporating tlie Bank of Charleston, and
the opinions of Mr. Petigru, and the Attorney-Gen
eral, on the question, "can the bank extend their
cepitnl to $4,1)09,000, and divide the^ new slock
among the members of the company ? '
By the express terms of the Act, there is no doubt
on the first branch of this ouestion. The company
have the power to extend tlicir capital ; and on the
fullest reflection on the second brrnch of the ques
tion, I am perfectly satisfied, that they have the
right to divide the new stock among the stockhol
ders.
1 can add little or nothing on this question to the
luminous and satisfactory arguments of the gentle
men, to whose opinions 1 refer. Immediately as the
corporation was organized by lite subscription and
apportionment of stock, to the amount of ?2,000,000,
and the payment of the bonus, all the rights and
priveliges granted by the charier, vested in ihe com
pany. One of these rights and privileges is, the
power to extend their capital. It is perfectly mani
fest that no stranger, no one not a stockholder, has
the slightest control over the cxcrciseof this power.
It is controlled, oi ly by the terms of the charter.
Every thing that the Suite requires, by the clanse
authorizing the extension of the capital, is, that the
additional bonus should be paid ; that the notice di
rected should be given of the extension ; that the
new capital should t e actually prud ; and that its
payment should not be required by larger instal
ments, or at shorter periods, than the original sub
scriptions. These are the only conditions imposed
on the exercise of this right, and when the company
comply with them, they fulfil both the letter and
the spirit of their charier. Surely every right pos
sessed by a corporation may be used by them in the
way that they deem most for their own benefit, if
they do not encroach on the rights of others. What
right can a stranger have in the chartered privilegep
of the bank ? And one merchant might as well
complain of another, that he has increased his capi
tal, and can therefore do a larger business, and may
probably obtain a larger proportion of profits, which
he will put into his own pocket, as to complain that
a corporation has increased its capital , and confines
the profits of the increase to its own members.
It is in this case unnecessary, and would be con
trary to the usually recognised rules of legal construc
tion, to look beyond the chaner for the intention of
the legislature. What they intended, they have said.
They intended that the company should have the
power of extending their capital : and on the condi
tions specified, they have, left to the company the
time and manner in which it maybe extended whe
ther by apportioning the new stock among the stock
holders, or by a sale of stock, or in any other manner
that they m^y adopt. This is evident, from the ex
press provisione.of the charter. But if we were per
mitted to speculate on the intention of the legislature,
it would be strange if they had established for the
Bank of Charlestoa a rule on this subject, differing
entirely from that granted, as is believed, to every
other monied corporation chartered by the State,
with the right to increase its eanital.
Tli e Commercial Bank of Columbia was Incorpora
ted in 1831, with a capital of 8500, 000. with the pow
er, on paying an additional bonus, of increasing it to
$800,000. It has been increased, and the additional
stock divided among the stockholders.
In 1832, the Bank of South Carolina, in like man
ner, on being re-chartered, received the power of in
creasing their capital. It was increased by a sale of
additional stock, the benefit of which sale was, in
truth, confined to the previously existing stockhold
ers. The whole surplus derived from the sale went to
increase the funds of the Bank, and the new stock
holders participated in that increase : but the new
stock sold for prices founded on the calculation of this
very participation, and paid therefore, full value for
it. The old stockholders derived the same benefit
from the sale, that they would have done, had the
additional shares been apportioned among them.
The Merchant's Bank of South Carolina, at Che
raw, was, in 1833, incorporated on a capital of 200,000
dollars, with the right of increasing it to 8500,000, It
has been increased to $100,000, and the additional
stock has been apportioned among the stockholders.
In 1835, the Bank of Camden was incorporated on
a capital of $200,000, with power to increase it to 500,
000 dol-are : and the Bank of Hamburg, on a capital
of $300,000, with the power also to increase it to 500,
000 dollars : and it has never been for a moment
doubted, that the stockholders in these two institu
tions would, respectivelv, be exclusively entitled to
the benefit of tnc increase. Now, w'hen such has
keen the uniform usage of the legislature on this
point, in reference to all these institutions, it would
certainly require the clearest and most unequivocal
provisions in the charter, to show that they intended
to prescribe a different rule for the Bank of Charles
ton- There are, unquestionably, no aii^h provisions.
On the whole. I fully concur with Mr. Petigru, and
the Attorney General, and am very clearly of opin
ion, that the company may extend their capital, and
divide the new stock among the stockholders, in pro
portion to the shares now held by them.
: 28th January , 1837. M. KING.
The stockholders again convened at the Banking
House, at 12 o'clock on Thursday, the 2d February,
when Judge Colcock, on the part of the committee
of stockholders, submitted the following Report :
The committee, to whom was referred the Report
of the - President of the Bank of Charleston, South
Carolina, with the accompanying documents, beg
leave to Report, _ ,
That they have attentively read the Report ot the
President, and the opinions of James L/ Peligru, Esq.
Solicitor of the Bank, Henry Bailey, Esq. Attorney
General, and of Mitchel King, Esq. ,
On the first question in the order presented by the
Act; whether the bank ha? the power to increase its
capital, there seems to be but one opinion ; and no
doubt can arise from the language of the Act.
On the second question, how the additional stock
(if an increase be made) is to be disposed of; > our ,
committee are aware, that there is some diversity of
opinion ; and they also well know, that an opinion
opposed to that which they eniertain, is held by some
very respectable gentlemen. But after the most ma
ture deliberation, they are unanimously and deci
dedly of opinion, that the right of the subscribers to
the additional stock, is a vested and exclusive right.
The clear, argumentative, and satisfactory views ol
the distinguished gentlemen, whose opinions are sub
mitted to them, would seem to render it an unneces
sary, and perhaps useless task, to attempt any fur
ther elucidation of the subjcct. There is* however,
one plain, common-sense view of t h6 question, wryc .
your cominttee are of opinion is so \tell ndapted lo
the minds of all, whether schooled in legal learning,
or only taught by the experience arising from a daily
intercourse with their fellow men in the ordinary
transactions of life, that they beg leave to place it in
a prominent point of view, by taking a passing notice
of it in this Report.
The privileges of this corporation, like most of its
kind, are paid for. The Public. I reasury is enriched
by the bonus paid. The right to extend the capital is
one of its privileges, and, in the estimation of man},
a very important one. This is tax?d hy the legisla
ture, and the Act says, musl be paid by the compa
ny. Now, is there a man, who in the ordinary affairs
of life, would think that principle a just one, which
would oblige him to extend to his fellow citizens ge
nerally, a right to participate in a privilege which he_
is made to pay for ? And ought not the language of
an Act of the legislature to be both clear and strong,
whioh should impose such an obligation? Is not the
inference derivable from the fact of the payment of
our muncy in all the affairs of lifo irresistible? that
the right is vested and exclusive. The provision of
tho Act which requires advertisement, is fully satisfi
ed, and was only intended to inform the stockhold
ers of tho intended inorease ; for it is directed to bo
at the places of original subscription, where they may
be presumed to reside. They are to be informed,
that they may say, whether they wish to take more
stock, fur it is not alway* that we are dUpes ; d to cx
ercise every privilege which we do pona^sa.
As to the question of expedience of increasing the
ftock nt this time, some f your cornmitu-e are free to
confess, that they entertained some doubt on tlie
subject. Hut a view of the extensive, useful, and
h.ghly beneficial operations of the l ank, satisfy iLeui
also very fully on this point. |
There is no object of higher import ance, and ftiore :
necessary to the success of our City an-l State gene- i
rally, than that of effecting a ?Iireet trade to Europe.
We are greaily embarrassed by the indirect course
of trade whieh is now carried on through the Nort!i,
and the heavy and unnecessary expenses atte-idirg
it. If we can only obtain capital enough to lake up
the sterling exchange which is offered hero, tlu-r is
no calculating on the benefit which would fc6ult;
and all business men must perce. ve the effect produc
ed thronghout this season, th:is far, by the purchase
of a much larger amount of this exchange than has oi
lot* been made
Theie is one alteration in the plan proposed by the
President, which your committee would recommend,
which relates to the time of payment on the new
stock. The Report of the President proposed, t hat
the first instalment be paid on the 1st of July ; the
second on the 1st of October ; the third on the 1st
of January, 1833; and the last on the let of July,
1838- Now, as the dividends on the stork are pay
| able semi-annually, on the first of July and January,
we propose, in order to give the stockholders the
benefit of the receipt of this money in the payment
of their instalments, to make them payable on the 5th
July next, 5thJanuary,l833, 5th March, 1838, and 5tli
July, 1838. For it isobvious that, all the stockhold
ers cannot receive their dividends in one day. We
concur in the view of the President, as to the propri
etv of declaring a dividend on eacn payment maue,
as on the scrip of the old stock ; and that the same
be transferable as the payments progress To carry
into effect these views, they proptwe the following
Resolutions :
1st. Resolved, That the stockholders of the Bank
of Charleston, haVe a celar right te increase the
capital of the Hank, to four millions of dollar*.
2nd, Resolved, Tl?at the stockholders have a clear,
well defined, legal right to divide the new stock
among themselves, in proportion to the amount held
by each.
3rd, Resolved, That it is ju?t and pr.;per, iodc
clare a dividend on the respective payments made
on the increased stock, as the same fails in.
4th, Resolved, That tho President of the Bank
he authorized to pay into the Public Treasury, the
sum of $50,000, as a bonus for the right of increasing
the capital, in pursuance of the provisions of the
Act incorporating the bank.
5th, Resolved, That in the event of any stockholders
refusing or neglecting to subscribe for their portions
of the inoreased stock at the regular time advertised,
the same shall be sold at public auction, for the ben
efit of the stockholders generally, at the discretion
of the President and Directors of the Bank.
After the reading of which the stock list was call
ed over, when sixteen thousand one hundred and
ten shares were presenter represented by proxy, be
ing upwards of three fourths of the whole capital of
the Bank ; and the votes of the same being polled,
the Report and Resolutions were unanimously adopt
ed, and were ordered to be printed in pamphlet
form, lor distribution anions the stockholders, and to
be published in tho newspapers in this Cityandat
Columbia. The meeting then adjourned, sine die.
C. J. COLCOCK, C/tamnun.
A. G. ROSE, Secretary.
A Card.
AS the Subscriber intends leaving for the North
on the first of March, tor the purpose of lav
ing in his supplies of Medicines <fcc for the approach
ing season ; he respectfully requests Physicians,
Country Merchants and others, who may design
sending him their orders, about thai tnne, to suspend
them, if possible, until his return ? which will be
about the 2(Hh of March. It will then afford him
pleasure to receive, and give them, his own atten
tion, and every possible despatch.
In the mean time, all orders forwarded in liis ab
sence, will receive due attention.
%* The subscriber feels, that he would be doin?
no less injustice to the emotions of his own heart,
than violence to the di ctates of common courtesy, if
he were to withhold the expression of his grateful
acknowledgements to the community in which he
lives, for the liberal and substantial encouragement
he has received in the prosecution of his business
during the past year.
Eb WARD SILL.
Feb. 11th, 18*27 6 3t
Splendid Fork JLands
IN EQUITY.
Wm. Scot t and wife, and others,')
vs. j
Adam Edgar, Executor of Wm. * Bill for account,
Fdmondson and others, heirs and [ Sale, and Divi
representatives of Axton White- | sion.
cotton. J
BY virtue of the Decree in Equity, I will offer
for Sale, on l he first Monday in March next, all
that well known Plantation i n the Fork of the Con
garee and Wateree Rivers, whereon the late Axton
Whitecotton resided, between 600 and 1000 acres of
first rate lands, in the best cotton region this side the
Mississippi lands? bounded by James Soay's lands,
Bab Carter's, and Gorge Pickering's, on Joe's
Branch. A more particular description will be sub
mittted on the day of sale. Terms, I, 2, 3, and 4 years
credit, interest from date, bond, personal security, and
a mortgage of premises. The purchaser will be re
quired to pay sufficient money to defray the expens
es of the suit and costs of sale,
Also, at 8ametimc, a negro fellow, named Sharper.
Credit one year, interest from date, bond, personal
security anp mortgage. J. L. CLARK, C.E.R.D.
February 11, 1837. 6
Selling ofl'at Cost.
THE Subscriber intending to relinquish the
Grocery business, offers for sale his entire slock
of well selected
GROCERIES, WINES, and LIQUORS,
at reduced prices. Merchants and Families wishing
to purchase will do well to call and examine the
stock.
The Subsriber will continue to keep on hand a
general assortment of
CROCKERV. CHINA and GLASS WARE.
Together with the following articles :
Knives and Forks, Astral Lamps, Looking
Glosses, Waiters, Andirons, Shovels anJ Tongs,
Hearth Brooms, Bellows, Brass and Green Fenders,
Floor Mats, Straw and Hair Brooms, White Wash
and Scrubbing Brushes, and every other article in
thai line.
Together with a large assortment of BASKET
and WOODEN Ware.
I D MORDECAI.
Not 3 New Brtck Range.
Feb. 11th, G 4t
Dry Goods, at Cost, Tor Cash.
At No. 1, Cedar st., first door from Pearl, New York.
THE Subscriber is opening a new Stock of
Fresh Imported Fancy and Staple Dry Goods,
and will be receiving fnrther supplies from Auction
daily . For Cashjl will be an invariable rule to sell any
article at Cost.
The usual credit of C months will be given when
desired, and Goods sold at the lowest market prices.
H. B. FIELD.
New York, Jan. 23th, 1837 G tf
Notice to Contractors.
rglUE Contract for extending the Columbia ('anal.
Ji- from its present head to some part a bo t e Bull
Sluice to be designated by a survey, will be let to
the lowest responsible bidder on the 23rd day of
March next. The route will be located, the plan and
all the work to be done, specified and exhibited at
the Secretary of Stnto'* office in Columbia, for the
benefit of Contractors, until fhe 10th ol March;
where scaled proposals will be left until the day
above. . .
GEORGE WALKER:
Siiprrintcnthint of Public Works
N. B. The Charleston Mercury and Cnmdcii Jour
nal, will please give a weekly insertion of the above
and forward their accounts as heretofore.
Feb. 1 1 G
Beat I hi n who Cast.
K do challenge the world lo simplify or im
V w prove the principle of Cooper s '1 umbling
Shaft horse power- .
It has oifly 2 small cast wheels, one with 20 cogs
and the other 0, with which any motion or power
that's required for Cotton Gins, torse Mills, turning
I>aythes, Wheat or Rice Machines, can be obtained.
The cost is not In.f that of uny of the old plans,
is much easier prop* iletl, nnd more d> fable.
The said power is now it; operation, in the lot of
William W. Parse, Cabinet Maker, near the Com
mercial Bank, where it can be seen at any time.
Anv person or persons wishing to purchase the right
fbr "Machines or Districts, will apply to Dr. Frede
rick W. Green, our agent, just bel0'\* the Branch
Bank, who will make conveyances for the same.
ROBERT M. M A (J PIN,
JOHN W. LANGHOfcNE.
Sheriff's Sales.
WMT1LL be Sold before the Court House in the
v v town of Columbia on the first Monday and
Tueslny in March next, on sundry wru of
fi? ri f i tins, within the legal hours?! sale ?
62 nrrcs of Land, more or let?j whereon Mr*.
Sarah Bfowu now livea, bounded North West by m.
A. Smith's I?and, East by I-ands* bel<?ntpng to
Kotate ol John D. Thrown, ar.d on oil other sides by J?
S. (iiiignards T^nn<1?*.
A 1st*, one lmndro.1 acres of LUid more or less, on
t h?* twelve mile branch waters of Jackson's Creek,
hounded South by Dr. S. PCfrfval's fjtnd, west by
I<and* belonging 10 the Estate 'uf John D.Brown, and
on nil other side# by Jame* S. l*uignard's Ijatidflf at
the suit ofBehjamin Hart stir Sarah Brown, Kx'rx of
John I). Brown. The same property at the suit of
Win. I lora <fc Co rs. Sarah Brown, Ei'rx of John U<
Brown. Terms cash, purchasers to pay (or Sheriff'*
oai>ert.
JESSE DEBRUIIL,S. R. D.
ShcritVs Office, Columbia, \
Jan 13, 183?. i ' *
LOST.
AL VRGE leather Pocket Book containing A
Twenty Dollar BUI and a Ten dollar bUl? ?
note for fifty dollars and ninety seven cents, givon
by Mr*. Kdntond* to tire subscriber and several
other papers. Any person returning the l^kot
Book and money vrili be liberally rewarded by the
subscriber.
E. TREWHlT.
Feb. 6th, 1837 C
3 Very Prime IVeg roc# and I
Old Woman.
W. B. Yates and wife,")
v .
A Wallace and Sally
C. Taylor. - j, ? ? ^
BY vinue of the Decree in Equity I will odef
for sale on the fifit Monday in March next al
the risk of the former purchaser, five very likely ne
groes, and one old woman.
LEWIS, a fine driver and very trusty, 40 yean*
HOSE his wife, 35, '
JIM, a likely boy, 13,
JOSHUA, 12, ..
GABRIEL, 5,
OLD NANCKV, 73, *
ff 1, 2, 3, and 4 years credit, interest tnom date pdyik
bio annually, personal security and mortgago 6 f.
property.
JAMES L CLARK, C. Il R.J).
Feb. 9, 1837 <3
; " W
Iia Equity? Laurens.
Ex Parte. ) "
Robt. McNess, and | * Bill Ajrtitiorfr
wife and oi here. ;
BV virtue of a decrtte of tlife Court of Equit/
made in the nbov^ rttsfc, #ill b* sold at Lau
rens Court House, on the first Monday in March*
next, all the real estate of LMttf P.- Snxon, dec'tL
viz: the houses and lota' situa'.ed irt ihe Village ot
Laurens, fronting the Conrt House, adjOirfing kftvof
Flemin? & Mills, and W; G. Dpvitj the lot lying on
the roa'l leading to Greenville C?uttH6use, adjoining
the Jail lot and Thomas II. Loekhart. Terms of
sale, on a credit of one and two years (except the
costs of Partition which are to be paid is Cash.)?
The purchaser to gite bond and security, with a
montage .h. g L a
Fob. f>thf 1837 , _ , . < 3t _
Splendid f&eal Estate forSalc
John P. Smith, and\
Catherine G. Smith, . .
vs. Btll fOt account sale and
Judith W. Smith, division.
and Jas. Mcl). Smith,
Adm'x. and Adm'r#
?Y virtue of a decree of the Court of Elouity t
will offer for sale oa the first Monday in March
next, beloro the Court Hotlse. tb it large and elegant
three story Brick HoCtoe, in the Town df Columbia*
and the lot on which it is situated, fronting on Rich
ardson street, 57 feet 4 inches, extend inrb^efc ?*
Taylor street, 263 feet more or less ; on this comer
of Richardson and Taylor streets, known as ?
?uperb stand fora Pubfic House, and at present ecc*
pied partly by Jas- ATFie,a<aUry Goofllftd
ry Store, and dwelling* and sold aabjeot toadeaeeul
said Jas. M'Fi?. ; * ? ' ~
Also a very $ood hows* and .*?
which it is located in the res? of the said Brick house*
on tho north side of Tay lor street and adeeming the
house and lot lately occupied by Wv & Harvey,
being the same promises occupied by ftr. George m*
Smith, at the time of hie death. ' \ , > '
Also one square of 4 acres of fsrtd in the ?aia
Town of Columbia, below the Steam Watef WofkSf
and well adapted for planting, bounded by Marti,
linger, l*lainand Washington street S/
Also 2 acres of land in the same neighborhood COdt
C,ed of 4 lots known in tho plan of the Town a*
in No. 9, 10, 11 and 12, bounded south on Plniat
street, east by Gadsden street, and west by WjifM
street. Terms, i Cash, ballance a credit of and
3 years, interest from date, good personal security# .
and a mortgage of the premises.
JAMES L. CLARK, C. ?* R. D.
Feb. 9, 1887 * ?
Valuable Property for Sait.
THE Subscriber ofleTs for sale his house and k*
in Vorkville situated cm the corner of the Makt
and ert)?s street, and fronting the main street and
Court Yard. The house is Are proof containing ?
large store room and counting room annexed; and
tho other part is neatly and comtaodioualy- fitted
for a family resilience, aU necessary out buildings
attached.
Alsc^
His plantation in Ytfrk district in tie' fork of Ctari'e
Fork, and Bullock's Creek, containing about 3*4
acres, 200 of which are low grounds equal if not su
perior to any in the district, and suitable for eottea
com and small grain: and the upland, fertile and
well-timrf)ered, about sixty acre# in cnluvauoiw'
Terms will be accommodating.
CHAMBERS
YorkviHe, Feb. 7f- ... _ _ ? &
: ? : '*
Reward ?
RANAWAY, from Tfios. Evrfns, iri Augusta
Geo., from whom I purchased her,- about foot
months ago, a negro giri mimed SC1LLA,- ifr PR!8^
CILLA. She is 21 of 22 years <M, daft raulldtt^
about 5 feet high, very stefcrt wake. She formerly
belonged to Mrs. Izard, of Chester district, no#
Columbia. It is thought she may have gone baefc
to that neighborhood.
Twenty five dollar* reward willbegiven 1m mtf^
one will apprehend the giri? or fifty dollars <*f prow
that sho is liarbored by any wKte pe^swi
joiih i. gkaCey.
Feb. 11, 1837
Petit Gulph Cotton Seed.
BUSHELS of gentniie ftoh GhlpfrCo^
OvV ton Seed For safe by .
J. R. M'MILL YN. &CO.
Feb. 10th . ^ 6
Notice, )t
ALL persons having demands' againJi the estate f
of i he late Col W.J. Myddleto'ri, deceased, aro
requested to render in a^este<l statements of their
claims, and those indebted t ) said ^.estate, to make
payment to th Rev. Mr. Sbanaof Columbia, whom
I have constituted my attorney, with full potfer to
tmnsjict Uie business, and bring the affair* of said
cstatfc to a settlement. ,
MARY MYDDLETON, Admi.
Feb. lllh 6 i
South Carolina*
SECRETARY'S OFFICE,
('oLUMBjA,Fe^ 6th, 1837r
TO all whom it may concern; be It known that /.*
MTherson I^c, ol Dallas county in the State
of Alabama, lately appointed and comm ssioned by
his Excellency, the (wneri flr of this State, "a com
niifwioner to take the acknowledgment or proof ofanfr
deed, mortgage, or oilier conveyance of any landa,ienf
cin<Mits,or hereditaments lying or being in ihia Slate,
or of any contract,letterof attorney or any other wri
j iiie under seal to he used and recorded in this State,
did on thelGth day of January last.take arvteubscribe
an oath before Sr.ckfield Brewer Ew^uife; a Justice of"
the Peace in an<J for Dalbs county, in the State of
Alabama, "that he will faithfully perform all the^ du
ties required of him undorand by an act of the Stato
of South Carolina, auiborizing the appointment o,
commissioners to tike the acknowledgments^ Of
Deeds, &c. in the several Slates and Territories,
passed in December 1834, 1 which said o?th isnul^
filed in the office of the Secretary of State a? Mv
(umbia, pur&uantto the requisitions of i
1 b il. SAXON. See. ?f State.
^ Wr* a>t?rk olftrs his pro*
fcssioqal *rvkes to the inhabitants of Columbia- and
its vicinity- He nny be found at Ris oflfce urit .
door to Mr. Hi>ra's store. ^
Feb. t 5 tf