ARTICLES OF THE LAND BANK OR MANUFACTORY COMPANY.

PREPARED BY ANDREW McFARLAND DAVIS.

NOTE.

The Articles of the Land Bank or Manufactory Company are recorded in the Suffolk Registry of Deeds, LX. 21. They were printed in Franklin’s General Magazine and Historical Chronicle for all the British Plantations in America, March, 1741, I. 184–189. They were also printed on four pages folio, 14½ × 9¾ inches, evidently for use in this form as a sort of prospectus. One copy of the Articles in this form has been preserved and is in the Library of Congress. Through the courtesy of our associate Mr. Worthington C. Ford, the Articles are reproduced from this source.

ARTICLES OF THE LAND BANK OR MANUFACTORY COMPANY.

THE ARTICLES OF THE LAND BANK OR MANUFACTORY SCHEME.

In Consequence of the Scheme which is inserted in the Book of Records of the Manufactory Company, proposing a Medium of Trade and Business by an Emission of Notes of Hand, or Bills on Land Security, Redeemable by the Manufactures or Produce of the Province of the Massachusetts-Bay; the Directors (chosen by the Subscribers thereto on July 30th last) have unanimously this Day agreed on the following Articles, including and expressing the Meaning and Intention of that Scheme, and for the Prosecution of it, which are to be esteemed Fundamental.

1. The Stock of Bills to be Emitted shall be to the Value of One Hundred and fifty Thousand Pounds Lawful Money, equal to Silver Coin at six Shillings and eight Pence per Ounce, and no more.
2. Each Undertaker for Seventy five Pounds shall have one Vote at any General Meeting; for Five Hundred Pounds, two Votes; for One Thousand Pounds, three Votes; for Two Thousand Pounds, four Votes. And no Person shall have more than four Votes, let his Interest in the Stock be ever so large.
3. Every Undertaker shall annually pay in unto the Directors or their Order in Boston, five per Cent. of the principal Sum he received of the Directors and three per Cent. Interest on the Principal enjoyed, either in the Company’s Bills, or in the Commodities or Manufactures hereafter enumerated, being of the Produce of this Province, viz, Merchantable Hemp, Flax, Cordage, Bar Iron, Cast Iron, Linnens, Copper, Tanned Leather, Flax Seed, Bees Wax. Bay-berry Wax, Sail Cloth, Canvas, Nails, Tallow, Lumber, viz. Shingles, Staves, Hoops, White Pine Boards, White Oak Plank, White Oak Boards, and Ship Timber; Barrel Beef, Barrel Pork, Oil, Whalebone, or Cord Wood; or Logwood, tho’ from New Spain.
4. Every Undertaker shall Mortgage to the Directors each Director shall Mortgage to the other Directors an Estate in Lands, as a Security to the Possessor in Value equal to one and an half of the Sum he undertakes for, and shall over and above Covenant by Indenture, with the Directors and Signers of the Bills to perform the Conditions of the Mortgage.
5. Notwithstanding this, yet any Artificers or Traders in Boston in good Credit may be admitted Undertakers for a Sum not exceeding One Hundred Pounds each, provided they give Bond with two sufficient Sureties in double that Sum, and Covenant as the other Partners do.
6. The Directors and Undertakers shall mutually Covenant.

I. The Directors on their Part shall Covenant,

1. That they will yearly lay before the Company at their annual Meeting a full and just Account of all the Company’s Affairs under their Management for the Year past, fairly entred in the Company’s Books.
2. That they will sell as soon as they can (for the Company’s Bills only) all such Manufactures as shall be brought in by the annual Payments of the Partners for Principal and Interest, and let out (after the necessary Charges of the Company are deducted, as soon as they can) on lawful Interest with good Security the Produce of such Sale, and also such Bills as shall be brought in in such Payments, and always Husband and improve the Company’s Stock in their Hands to the best Advantage of the Company.
3. That they will pay to each Partner his Executors Administrators or Assigns on Demand, his and their rateable Part of every Dividend of the Company’s Profits, to be agreed upon at any General Meeting of the Partners, by the major Part of the Partners present, concurring with the major Part of the Directors, and after the Expiration of Twenty Years to pay to each Partner, his Executors Administrators or Assigns, according to his or their respective Interests, all such Dividends as shall be agreed upon by the major Part of the Partners, outstanding Bills, and contingent Charges always to be first satisfied.
4. That the said Directors Do severally Covenant with each Partner, his Executors Administrators and Assigns, viz. Each of them for himself his Heirs Executors and Administrators, That in Case he be displaced, or taken away by Death, then he, his Heirs, Executors or Administrators, shall and will instantly deliver up to the remaining Directors, for the Use of the Company, all the Bills, Goods, and Things whatsoever as are in his or their Hands belonging to the Company, and will never more intermeddle with any Things or Affairs pertaining to the Office and Duty of a Director.

II. The Undertakers on their Part shall Covenant,

1. That each Undertaker, his Heirs Executors, and Administrators, will at the Expiration of every Year from this Date annually during the space of Twenty Years pay to the said Directors, viz. Robert Auchmuty, Samuel Adams, William Stoddard, Peter Chardon, Samuel Watts, George Leonard, Robert Hale, John Choate, and Thomas Cheever, their Executors and Administrators, for the Use of the said Company, Five in the Hundred of the principal Sum by him received, and Three per Cent Interest for the Principal enjoyed in such Manufactory Bills, or in Merchantable Hemp, Flax, Cordage, Bar Iron, Cast Iron, Linnen, Copper, Tan’d Leather, Flax-Seed, Bees- Wax, Bayberry Wax, Sail Cloth, Canvas, Nails, Tallow, Lumber, viz. Shingles, Staves, Hoops, White Pine Boards, White Oak Plank, White Oak Boards, and Ship Timber; Barrel Beef, Barrel Pork, Oil, Whalebone, and Cord- Wood, of the Produce and Manufactures of this Province, or Logwood, at such Prices as the Directors shall judge they pass for, in lawful Money at six Shillings and eight Pence per Ounce, with one per Cent, advance thereon, at the respective Times of Payment.
2. That he his Heirs Executors and Administrators, will from Time to Time at thirty Days Notice pay to the said Directors in the aforesaid Bills or Manufactures, his rateable Part of all such Sums of Money as shall be lost or become chargeable on the said Company, by the failure of any of the Partners, or by any other Accident whatsoever, to indemnify the Signers of those Bills, and save the said Company harmless.
3. That he his Heirs Executors and Administrators, at all Times till the principal Sum aforesaid by him received and Interest thereof as aforesaid is paid in, and while he or they have any Share or Interest in the Manufactory Company aforesaid, will readily receive and take all such Manufactory Bills, as shall be tendered him or them by any Person or Persons, in all Payments, Trade and Business, as so much lawful Money at six Shillings and eight Pence per Ounce.
4. That he his Heirs Executors and Administrators, will from Time to Time at thirty Days Notice pay and satisfy to the said Directors, their Executors and Administrators, his rateable Part of all such Sums of Money, Losses, and Damages as they or the Company shall sustain, or suffer by Means of any Orders, Rules, Instructions, Laws, or other Acts of Government whatsoever, towards the securing and indemnifying of the said Directors and the said Company.
5. That he his Heirs Executors and Administrators, will at all Times when thereto requested, give such further, or better Security, for the performance of his yearly Payments in manner aforesaid, as they shall judge necessary.
6. That he his Heirs and Administrators, will (in Case any of the said Directors shall be displaced or taken away by Death) perform all his aforesaid Covenants to the remaining Directors and Successors, chosen in the room of such as are displaced or taken away as aforesaid, whenever they shall think proper: And at all Times upon thirty Days Notice, will pay and perform his rateable Part required, to indemnify such displaced Director; and generally the Heirs Executors and Administrators of all such Directors as shall be displaced as aforesaid, or taken away by Death, for every Thing done by them in the faithful Discharge of their Trust as Directors, or as Signers of the Bills.
7. The afore enumerated Commodities shall be received by the Directors at the same Prices as they generally pass at, at the Time of Payment in Boston, and the Directors shall accordingly allow six Shillings and eight Pence in the Company’s Bills, for so much of each kind of Commodities respectively, as will sell for an Ounce of Silver as aforesaid, and shall moreover give for said Commodities to the Undertakers paying in (as aforesaid) one per Cent more than the Market Price, and shall at any Time on the Demand of the Possessor of their Bills sell them for said Bills at their Treasury in Boston one per Cent, under the then Market Price in said Boston, and shall always receive six Shillings & eight Pence of said Bills, as equal to one Ounce of Silver.
8. The Directors shall appoint Persons to Value the Lands to be Mortgaged as Security for the annual Payments, who shall be under Oath for the faithful Discharge of their Trusts.
9. The Directors shall appoint Clerks and other Attendants, as they find it necessary, agree with them for their Salaries, and as there may be Occasion, again dismiss them and choose others, which Clerks shall be under Oath, and give Security for the faithful Discharge of their Trusts.
10. No Person shall be capable of being a Director or Treasurer, who undertakes for less than Five Hundred pounds, and if any Directors or Treasurer die, or is removed from his Office, the Vacancy shall be filled at the next Meeting of the Company by a major Vote of the Partners present (the Directors in Case of Death or Removal of a Treasurer to choose a new one in the mean time) and if any Director or Treasurer be found guilty of any Fraud in the Execution of his Office, any four of the Directors concurring with a major Part of the Partners, such Treasurer or Directors shall be Removed from his Trusts, his Mortgage be put in Suit, and he be declared to be a Partner no longer.
11. All the Mortgages given by the Undertakers shall be duly executed, and put on Record in the Registry of Deeds of the County where such Mortgaged Lands respectively lie.
12. If the Security which shall be given by any Partner shall at any Time be judged insufficient by the Directors or the major Part of them, such Partner shall on Demand give such other and better Security as they shall think needful, or otherwise his Mortgage or Covenant, or both of them shall be sued out.
13. To oblige all the Partners to pay their Part of Principal and Interest punctually, whoever neglects paying above a Month after it is due, his Mortgage Covenant and Bond, or any of them, shall be put in Suit.
14. The Directors shall from Time to Time put out on lawful Interest to any Man, to whom they think proper on good Security, all such Sums as shall be in the Treasurer’s Hands, for the Use and Benefit of the Company (Charges of managing the Company’s Affairs first deducted) but not for a longer Time at once than one Year; the Borrowers to pay Principal and Interest in the Company’s Bills, or in the aforesaid Manufactures.
15. There shall be a Meeting of the Partners on the first Tuesday in September annually, and at the End of five Years at that Meeting there shall be a Dividend made of so much of the Profits as shall be agreed on by a major Part of the Directors, concurring with a major Part of the Partners then present; and from that Time there shall be a Dividend at every annual Meeting: Provided always, That in all such Dividends, care be taken that there still remain in the Stock, for the Security of the Possessor, double the Principal paid in from Time to Time as aforesaid.
16. That the Directors (as often as they shall think it necessary that there be a Meeting of the Partners besides their annual Meeting) may call one, by informing of the Time Place and Business of such Meeting, in a Notification to be inserted in each of the publick News Papers, and to be posted in each of the Shire Towns of the several Counties, fourteen Days at least before the Day appointed for such Meeting.
17. It shall be in the Power of any Partner to redeem the Estate he hath Mortgaged, at the End of five Years or afterwards, he having the Consent of the major Part of the Directors, with the major Part of the Partners, by paying in the Money he received out thereon, with the Interest then due; either in the Company’s Bills, or in the Manufactures aforementioned.
18. As by the Mortgages and Covenants aforementioned the Partners give Security to the Signers of the Bills to enable them to satisfy the Possessor, so the Signers shall give Security to indemnify the Indorser.
19. All accounts relating to the Company’s joint Affairs shall be laid before them at their annual Meeting in September by the Directors and Treasurer, for their Information and Approbation.
20. A major Part of the Directors concurring with a major Part of the Partners present at any annual (or other General) Meeting, may agree upon any other Rules or Methods for the better observing or fulfilling the Articles aforesaid, provided such Rules are not subversive of the Fundamental Articles of this Scheme, but consistent with and conducive to the End and Design of them.
21. No alteration shall be made of a Fundamental Article, but by the Consent of the Government, had to the Determination of the major Part of the Partners, concurring with the major Part of the Directors.
22. Any one of the Clerks of the Directors, shall at any Time on Demand (for reasonable Pay as allowed in other Offices) give to any Person desiring the same, a Copy of any Part of the Records duly attested under his Hand.
23. An Attested Copy of this Scheme from the Record shall be Registered in the Secretary’s Office in Boston (if permitted) and publick Notice given of it when done, or otherwise in some other publick Office in this Province and publick Notice given accordingly.

The aforegoing Scheme being the Substance and essential Part of the Scheme first projected for the Ends first mentioned, upon frequent and long Deliberations of the Directors, thus digested, amended, and altered, so far only as was necessary, thereby the better to attain the Ends first proposed, and to prevent any Doubts that might arise concerning the true and honest Meaning of the same, the Directors do now set hereunto their Hands and Seals in Boston, this eighth Day of September, Anno Domini, One Thousand Seven Hundred and Forty.

Signed Sealed & Delivered in the Presence of us, Jos. Hiller Willm Story.	Robert Auchmuty	[Seal]	Directors and Signers of the Bills.
	George Leonard	[Seal]
	Samuel Adams	[Seal]
	Robert Hale	[Seal]
	John Choate	[Seal]
	Wm Stoddard	[Seal]
	Samuel Watts	[Seal]
	Thomas Cheever	[Seal]
	Peter Chardon	[Seal]

Suffolk, ss. Boston, December 4th 1740.

Personally appeared Robert Auchmuty, George Leonard, Samuel Adams, Robert Hale, John Choate, William Stoddard, Samuel Watts, Thomas Cheever and Peter Chardon, and severally acknowledged the foregoing Instrument to be their voluntary Act and Deed.

Before me

John Fisher, Just. Pacis.

Extract from the Book of Records of the Manufactory Company.

Monday November 24th Three o’Clock, P. M.

Resolved, That that Scheme dated the Eighth of September 1740, is the Scheme which is mentioned in the Manufactory bills signed by the Directors, and consequently that the Produce or Manufactures enumerated therein are those which the Directors promise in said Bills shall be paid to Mr. Joseph Marion or Order to exchange them.

Voted, That all Bills of the Company which are by Use so worn as to be rendered unfit for passing (upon their being brought to the Directors) shall be exchanged for fair Bills of equal Value.

Voted, That if any Manufactory Bills be by any casualty destroyed upon due Proof made thereof, the Owner of such Bill or Bills, shall have others of equal Value delivered to him by the Directors.

A true Copy,

Attest,

Willm Story, Clerk

1 Included in this Calendar from the Suffolk Court Files are references to the Records of the Superiour Court of Judicature which are deposited with the Clerk of the Supreme Judicial Court for Suffolk County. These are Nos. 207, 208, 209.

2 This word might also be read ulbius. It is probably meant for ulterius, the ter being represented by a contraction which resembles a p.

3 The words “The Apprisers to be under Oath” are written in.

4 The word “a” has been changed in writing to “3,” and the word “Month” to “Months.”

5 The words “Boston &c.” are erased and what follows is written in.

6 Formerly Bundle 279: 755–768.

7 Probably Brinley.

8 Council Records say February

9 Prepared under a vote of the House of April 17, 1729—“That the Instructions which from Time to Time have been sent from the Crown to the several Governours here, and communicated to the General Court, respecting the settling a Salary on the Governours, &c together with the Answers, Memorials or Addresses that have passed the Court or House thereon, be Printed for the more sure Guidance and Direction of his Majesty’s good Subjects here, if that Affair should be brought for further Consideration before the General Court. And the Members for Boston are desired and directed to prepare the same for the Press.”

10 No imprint.

11 In the Pennsylvania Historical Society’s copy, pp. 71–102 are in part Chief-Justice Stephen Sewall’s copy. The Journal of the Second Session is Sewall’s copy.

12 The copy of the Proclamation of October 4 in the Pennsylvania Historical Society’s Library is next to p. 102 of this Journal.

13 The copy of the Proclamation of March 2 in the Pennsylvania Historical Society’s Library is next to p. 152 of this Journal.

14 This is the first Journal on which the Royal Arms were used on the title-page.—[Edes.]

15 Page 1 of the Appendix was erroneously numbered 94, but the other thirteen pages were correctly numbered.

16 The Royal Arms had been used on the title–pages of the Journals since 1762. This (1774) title–page was the last to bear them.

17 Only those items in the Harvard Law School Library are noted in this Bibliography which are not in the Harvard College Library, or which differ from the latter.

18 This volume, when complete, extends to p. 406.

19 In 1866 fifty copies of pp. 291–366, edited by Ellis Ames, were printed in imitation of the original. Of this reprint, the American Antiquarian Society has pp. 291–363, the Boston Public Library has pp. 291–366, and the Harvard College Library has pp. 291–366, while various pages are found in other libraries. Unless otherwise specified, items noted in the text are originals.

20 This volume, when complete, extends to p. 430.

21 This volume, when complete, extends to p. 789.

22 This volume, when complete, extends to p. 455.

23 This volume, when complete, extends to p. 526.

24 This volume, when complete, extends to p. 550.

25 This volume, when complete, extends to p. 679.

26 This volume, when complete, extends to p. 528.