University of Virginia Library

Organization of the Company

In order to comprehend what the records of the company were and what their
value, it is necessary to gain an understanding of the system which the corporation
worked out in order to further its purposes. The forms and usages of the company
after 1619 were determined by the charters granted by the King and by the "Orders
and Constitutions" which it adopted in 1619 and printed in June, 1620,[154] although the
latter were altered or newly interpreted from time to time by action of its courts.

The membership of the company was unlimited and was granted by the courts
to anyone who had "adventured" £12 10s. for a share of stock or to whom the com-
pany had awarded a share of stock for services.[155] The distinction between a member
who was free of the company and an owner of land in Virginia was brought out in a
controversy on February 19, 1622/3, in which a proposition to limit the adventurers
to those approved by the generality met with opposition on the ground that land in
Virginia was held in free and common socage and could not be forbidden to any man.
But Sir John Brooke, the legal authority in the company, declared that such exclusion
was agreeable to the law since it was a question of a vote in a court and not a ques-
tion of ownership of land. The argument was based on the power to withhold the
privilege of voting from Samuel Wroth, who was under censure, and similarly on
the power to exclude any man who had purchased land from a member who was
indebted to the company until the debts were paid. This discussion also revealed
that no oath of fidelity was required in the Virginia Company as in the Muscovy
and other corporations. At a later date the King proposed that no member should
be free of the courts who had not sent men to the colony as planters, claiming that
less than thirty of the adventurers could meet the requirement.[156] The power to dis-
franchise an unworthy member was reserved to the company.

The members met in four great or quarter courts, held on the last Wednesday
except one of each law term. On the Monday preceding they assembled in a prepar-
ative court and on every Wednesday fortnight thereafter in a common or ordinary
court, as required by the charter of 1612; and they might also be summoned to
an extraordinary court by the treasurer or deputy. The meetings were held in the
private houses of various members of the company[157] until the time of the tobacco
contract, when a company house was established.

In the quarter court the adventurers elected all councilors and principal officers
of the company and colony, made all laws and ordinances, confirmed all grants of
land, settled all questions of trade, and passed all measures which should bind the
company for a term of years. Their action with regard to questions of a new charter
and of investment for the colony was legal only when transacted in a quarter court,
but they might transfer to other courts actions which concerned correspondence
with the lord treasurer or similar business. Fifteen of the generality and five
of the council formed a quorum for the ordinary courts, and in those they signed
warrants, ordered the payment of bills passed by the auditors, and sealed bills of
adventure. In that meeting also were perfected commissions for transportation
of men and provisions and for trade and barter. Special officers and committees
were appointed in this court, and even actions of great importance, such as the
dissolution of the magazine or the extension of freedom of the company to hon-
orary members, were consummated.[158]

The officers chosen by the company were a council, a treasurer, a deputy,
auditors, a general committee of sixteen, a secretary, a bookkeeper, a husband, and
a beadle. The adventurers looked to the treasurer or governor not only as the
president and moderator, but as the manager of their business interests, and expected
him to be responsible for the policy of the company in its relations with the govern-
ment and to formulate and present plans for the development of the plantation and
the profit of the adventurers. To him was entrusted the supervision of the treasury
and the collection of moneys.

The care of the court books was given to the deputy. It was his duty to attend
to the engrossing of the orders and resolutions of the courts, the registration of
letters to and from the company, and the formulation of statements to be given to
the public. He also kept the court of the committees and supervised the issue of
warrants.

The council was a body, gradually increasing in size, elected for life, and was
sworn by the lord chancellor or by the lord chamberlain. In the earlier years it was
the most important committee of the generality of the company, but after 1621 its

duties seem oftentimes to have been assigned to the auditors or to special committees.
According to the "Orders and Constitutions" its chief care was the preparation of
laws for the company and for the colony, the issue of instructions to the governor
and council of the colony, and the formation of a preliminary court for the trial of
the officers of the company or of the colony. But the practice in the courts was to
refer to it those difficult duties for which its titled and distinguished personnel made
it especially fit. To it was referred, as a final resort, the examination of the claims of
John Martin, the attempts to gain a statement of accounts from the old magazine,
and the settlement or arbitration of both the Bargrave and the Argall cases.[159]

A body called the "committees" was at first composed of twelve members, six
being chosen annually, but later the number was increased to sixteen, four being
elected anew each year.[160] Its duties were chiefly to attend to the buying and
selling of the commodities of the company, and to the furnishing of ships departing
for Virginia.

The auditors formed the other important standing committee, composed of
seven members, elected annually. The chief duty assigned to them by the "Orders
and Constitutions" was that of reducing to a book the receipts and expenditures.
The court book discloses the fact that the company imposed upon them the burden
of examining all claims against the company, as well as all claims of the company, of
investigating the accounts of the lottery and of the magazine, of determining the
awards of land or of shares for service or for adventure, of perfecting all patents and
grants, and even of investigating controversies, such as the Bargrave and Martin
cases and the dispute as to the seal and coat of arms.[161]

The other officers performed such duties as usually pertain to those who hold
the corresponding titles.[162]

As the business of the company increased additional officers were chosen, as
those for the control and execution of the lotteries and of the tobacco contract; while
the custom of referring important matters to special committees grew rapidly, until
in the later years many duties were transferred to them from the council, and even
from the auditors. In this way such affairs as the securing of men to send to the

colony, the provisioning of ships, the hearing of petitions, the investigating of claims,
the sending of maids to the colony, the planning for new settlements and industries,
the representing of the interests of the company in Parliament, the defending of the
company in the suit of the quo warranto were intrusted to special committees.[163]

METHODS OF PROCEDURE

In order to secure legality of action, the "Orders and Constitutions" were
read at one quarter court each year, since in those meetings the measures of great
importance were determined.[164] That the forms and usages followed in other com-
mercial companies, in other corporate bodies, and in Parliament greatly influenced
the decisions of the company is seen in the following illustrations: The question
as to the entry in the minutes of the names of dissenters or of reasons disallowed
by the court except by special order was thus settled according to the practice
in Parliament; to prove that individual adventurers would not be liable for the
debts of the company in the management of the tobacco magazine, decisions were
cited both in a case involving the corporation of Norwich, and in the insolvency
of the Muscovy Company; when the question arose as to salaries in the tobacco
business involving £100,000, the precedent furnished by all joint stocks of no greater
capital than £7,000 was brought forward; the custom of private corporations as
well as of judicial bodies of imposing a fine upon any man who spoke against the
judge or the court was urged by Lord Brooke as a proper action to be taken
against Samuel Wroth.[165] Elections were conducted by ballot, except for the council,
in which case, as in all other matters, the will of the court was determined by an
"erection of hands."

The reward for services rendered by the officers was determined by the court
and set down in the Orders and Constitutions. The annual payment to the secre-
tary was £20, to the beadle £40, to the husband £50, and to the bookkeeper
£50. Although the chief officials and committees received no salary, at the expira-
tion of the year's term of office it was customary to award 20 acres of land in
Virginia to each individual, with the provision that such land should not be sold.
The company similarly rewarded individuals who had rendered great service, but
sometimes it granted shares of stock instead, or agreed to transport for the indi-
vidual a certain number of men free of charge. Shares thus given could not be sold
below par value of £12 10s.[166] Each share carried with it the privilege of a vote in

the courts and the receipt of 100 acres of land in Virginia on the first division, with a
similar amount on the second division providing the first section had been peopled.
In addition, the sending of a man to the plantation before midsummer of 1625
entitled the adventurer to 50 acres of land on each division. If a planter had
adventured his person only, after three years' residence in the colony the company
gave him one share of stock; or if a resident in England had sent a man to the
colony who had remained there three years, the one who bore the charge was simi-
larly rewarded. Through reward or by purchase an individual might thus own land
and not possess stock, but he might secure the latter within three years by "plant-
ing" or peopling his land. The result was that there were five classes of individuals
connected with the company.

(1)

• The old adventurer who had paid at least £12 10s. for a share of stock,
  and who thus owned, rent free, at least 100 acres of land after the first division
  which took place in 1616.

(2)

• The new adventurer who had exactly the same privileges, except that after
  seven years he must pay 12d. to the company for each 50 acres gained by trans
  portation of settlers.

(3)

• The adventurer who received a share of stock for service or for adventure
  of person and who would have the privileges of an old or of a new adventurer
  according to whether he received the award before or after 1619.

(4)

• The individual who had received a grant of land for service or who had
  purchased land and had not yet gained the grant of shares of stock by adventure
  of his person or by sending out planters.

(5)

• The individual who had purchased land of a debtor of the company and
  could not become free of the courts until the debts were paid.

It will thus be seen that ownership of land and possession of freedom of the
company were not always coexistent, but that each involved the possibility of the
other.[167] No assessments were ever levied upon the shareholders, the first sugges-
tion of such a course coming from the Privy Council in July, 1623.[168]

RECORDS PROVIDED FOR BY THE COMPANY

The company was thus a body of adventurers, who had gained the freedom
of the company by payment of money, by rendering a service, or by settlement
of land in Virginia. It was presided over by a treasurer chosen by itself at will,
and conducted all of its business through its regularly elected officers or committees,
or by special committees. According to the "Orders and Constitutions" it kept

a complete record of its actions in the courts and compelled its officers and
committees to do the same. Provision was thus made for six books which were
to contain the following records:

(1)

• Copies of the letters patents, and also of all letters, orders, and directions
  from the King and his council, as well as the replies of the company.

(2)

• The laws and standing orders passed in quarter courts for the company
  and for the colony.

(3)

• A register of all patents, charters, and indentures of validity granted by
  the company, of all instructions issued by the council, and of all public letters
  sent to or received from Virginia.

(4)

• The acts of the general courts.

(5)

• The acts of the committees; invoices of provisions sent to Virginia by
  the company; the certificates of the receipts to be returned from Virginia; invoices
  of goods sent from Virginia with the husband's certificate of receipt or defect.

(6)

• The names of adventurers, by payment of money or by rendering service,
  to whom shares of land had been given, together with the number of shares
  belonging to each person; the lawful transfers of shares from one to another;
  the names of His Majesty's council for Virginia.

(6a)

• The names of all planters in Virginia on the public and on the private
  plantations separately, based on the certificates from the governor and council in
  Virginia and from the heads of each plantation.[169]

All of these books were in the custody of the Secretary, and were to be
kept in the company's chest, together with the originals of the letters patents
and all other papers. In his custody also were the husband's books of accounts
of every voyage to Virginia, all accounts approved by the auditors, the canceled
and uncanceled charter parties, and all bonds issued to the company.

The proof of the care with which the company kept its records is found in
the contemporary copy of the court book, and in a few scattering originals and
copies of originals which are preserved among the Ferrar and Manchester papers
and in the British Museum. That all of the books required by the orders and
constitutions were really kept can not be proved, since not a page nor a copy of
a page of many of them is known to be extant; but the copy of the court book
serves as an evidence that the laws were as carefully obeyed in this respect as
in others. The references in the minutes to many of these records, the inser-
tion of many of them in the copy of the court book, and the continual provision
for supplementary records all go to show that the "Orders and Constitutions"
furnish a reliable outline of the records kept by the company.

The books which the courts added to the list of records from time to time
reveal an increasing effort to conduct the business in an orderly manner. Imme-
diately upon assuming his duties as treasurer, Sir Edwin Sandys instituted an
investigation of the accounts of Sir Thomas Smythe. In this connection four
books and four rolls were prepared containing the subscriptions, which had been
made for carrying on the business, and a list of the adventurers with the sums
invested during the previous years. The treasurer made a similar request of
the deputy, John Ferrar, on September 18, 1620, in which he asked that the
secretary and Mr. Carter should make three catalogues of the adventurers
indebted to the company in order that they might be given to a solicitor for
collection. He throws light upon the customary carelessness by urging that the
lists should be made "from the company's books and not from memory," lest
many a £12 10s should be lost.[170]

On May 17, 1620, three books of the deputy were audited. The first contained
an account of the money disbursed for provisions,[171] the second, a catalogue of the
provisions sent to the colony, and the third, a list of the names of the persons
dispatched to the plantation with the trade of each. Because of the erection of
private plantations in later years it was necessary that these records should be
supplemented. Hence an order of court provided that the names of all persons
transported to Virginia should be reported to the company and that a bookkeeper
should be appointed to be at the house of the court to register the names before
the departure of every ship. This record was to consist of the name, age, country,
profession, and kindred of each individual and was to state at whose charge the
transportation was effected. Contrary to custom each person was required to pay
a fee for registration. A duplicate of the register was to be sent to the Governor
of Virginia, but the names of those departing were not to be made public until
after the ship had sailed.[172]

Provision was made in 1620 for keeping duplicates of all patents issued.
A part of this series is now deposited in the British Museum, from which the
various kinds of patents and the terms for each may be discovered.[173] A registra-
tion of all shares passed from one member of the company to another was ordered
on November 19, 1621, and such a book was to be used as evidence of the right
to be admitted to courts. Other records added from time to time were a book
containing the rates of commodities,[174] a register of all petitions to the court,

with the action thereupon,[175] and a record of all covenants between adventurers
and indentured servants, a copy of which was to be sent to the governor of
Virginia.[176] The rolls signed by adventurers must have been numerous. Nine are
mentioned in the court book on July 24, 1621, in addition to others cited at
various times.[177]

With the increase in trade and the establishment of the company magazines
new measures were adopted for controlling the business. These often consisted
of separate documents rather than books. A statement was thus required of the
deputy certifying that the freight had been paid before any goods should be
delivered, and invoices were also demanded of the cape merchant.[178] Copies of
such certificates, as also of the accounts of the treasurer of the various joint
stock investments for the glass works and for the fur trade, were kept in the
company's chest.[179]