BSAC Charter 1889

CHARTER of the BRITISH SOUTH AFRICA COMPANY

VICTORIA, by the Grace of God, of the United Kingdom of Great Britain and Ireland Queen, Defender of the Faith.

To all to whom these presents shall come, Greeting.

WHEREAS a Humble Petition has been presented to Us in Our Council by the Most Noble James Duke of Abercorn, Companion of the Most Honourable Order of the Bath; the Most Noble Alexander William George Duke of Fife, Knight of the Most Ancient and Most Noble Order of the Thistle, Privy Councillor; the Right Honourable Edric Frederick Lord Gifford, V.C.; Cecil John Rhodes, of Kimberley, in the Cape Colony, Member of the Executive Council and of the House of Assembly of the Colony of the Cape of Good Hope; Alfred Beit, of 29, Holborn Viaduct, London, Merchant; Albert Henry George Grey, of Howick, Northumberland, Esquire; and George Cawston, of 18, Lennox Gardens, London, Esquire, Barrister-at-Law.

And whereas the said Petition states amongst other things :-

That the Petitioners; and others are associated for the purpose of forming a Company or Association, to be incorporated, if to Us should seem fit, for the objects in the said Petition set forth, under the corporate name of The British South Africa Company.

That the existence of a powerful British Company, controlled by those of Our subjects in whom We have confidence, and having its principal field of operations in that region of South Africa lying to the north of Bechuanaland and to the west of Portuguese East Africa, would  be advantageous to the commercial and other interests of Our subjects in the United Kingdom and in Our Colonies.

That the Petitioners desire to carry into effect divers concessions and agreements which have been made by certain of the chiefs and tribes inhabiting the said region, and such other concessions agreements grants and treaties as the Petitioners may hereafter obtain within the said region or elsewhere in Africa, with the view of promoting trade commerce civilization and good government (including the regulation of liquor traffic with the natives) in the territories which are or may be comprised or referred to in such concessions agreements grants and treaties as  aforesaid.

That the Petitioners believe that if the said concessions agreements grants and treaties can be carried into effect, the condition of the natives inhabiting the said territories will be materially improved and their civilization advanced, and an organization established which will tend to the suppression of the slave trade in the said territories, and to the opening up of the said territories to the immigration of Europeans, and to the lawful trade and commerce of Our subjects and of other nations.

That the success of the enterprise in which the Petitioners are engaged would be advanced if it should seem fit to Us to grant them Our Royal Charter of incorporation as a British Company under the said name or title, or such other name or title, and with such powers, as to Us may seem fit for the purpose of more effectually carrying into effect the objects aforesaid.

That large sums of money have been subscribed for the purposes of the intended Company by the Petitioners and others, who are prepared also to subscribe or to procure such further sums as may hereafter be found requisite for the development of the said enterprise, in the event of Our being pleased to grant to them Our Royal Charter of incorporation as aforesaid.

Now therefore We, having taken the said Petition into Our Royal consideration in Our Council and being satisfied that the intentions of the Petitioners are praiseworthy and deserve encouragement and that the enterprise in the Petition described may he productive of the benefits set forth therein, by Our Prerogative Royal and of Our especial grace certain knowledge and mere motion, have constituted erected and incorporated and by this Our Charter for Us and Our Heirs and Royal successors do constitute erect and incorporate into one body politic and corporate by the name of The British South Africa Company, the said James Duke of Abercorn, Alexander William George Duke of Fife, Edric Frederick Lord Gifford, Cecil John Rhodes, Alfred Beit, Albert Henry George Grey and George Cawston, and such other persons and such bodies as from time to time become and are members of the body politic and corporate by these presents constituted erected and incorporated, with perpetual succession and a common seal, with power to break alter or renew the same at discretion and with the further authorities powers and privileges conferred, and subject to the conditions imposed by this Our Charter: And We do hereby accordingly will ordain give grant constitute appoint and declare as follows (that is to say) :-

1. The principal field of the operations of the British South Africa Company (in this Our Charter referred to as “the Company”) shall be the region of South Africa lying immediately to the north of British Bechuanaland and to the north and west of the South African Republic and to the west of the Portuguese Dominions.

2. The Company is hereby authorised and empowered to hold, use and retain for the purposes of the Company and on the terms of this Our Charter, the full benefit of the concessions and agreements made as aforesaid, so far as they are valid, or any of them, and all interest, authorities and powers comprised or referred to in the said concessions and agreements. Provided always that nothing herein contained shall prejudice or affect any other valid and subsisting concessions or agreements which may have been made by any of the chiefs or tribes aforesaid, and in particular nothing herein contained shall prejudice or affect certain concessions granted in and subsequent to the year 1880 relating to the territory usually known as the district of the Tati; nor shall anything herein contained be construed as giving any jurisdiction, administrative or otherwise, within the said district of the Tati, the limits of which district are as follows, viz., from the place where the Shasi River rises to its junction with the Tati and Ramaquaban Rivers, thence along the Ramaquaban River to where it rises and thence along the watershed of those Rivers.

3. The Company is hereby further authorized and empowered, subject to the approval of one of Our Principal Secretaries of State (herein referred to as “Our Secretary of State”) from time to time, to acquire by any concession agreement grant or treaty, all or any rights interests authorities jurisdictions and powers of any kind or nature whatever, including powers necessary for the purposes of government and the preservation of public order in or for the protection of territories, lands, or property comprised or referred to in the concessions and agreements made as aforesaid or affecting other territories, lands, or property in Africa, or the inhabitants thereof, and to hold, use and exercise such territories, lands, property, rights, interests, authorities, jurisdictions and powers respectively for the purpose of the Company, and on the terms of this Our Charter.

4.  Provided that no powers of government or administration shall be exercised under or in relation to any such last-mentioned concession agreement grant or treaty, until a copy of such concession agreement grant or treaty, in such form and with such maps or particulars as Our Secretary of State approves verified as he requires, has been transmitted to him, and he has signified his approval thereof either absolutely or subject to any conditions or reservations; and provided also that no rights, interests, authorities, jurisdictions or powers of any description shall be acquired by the Company within the said district of the Tati as herein-before described, without the previous consent in writing of the owners for the time being of the concessions above referred to relating to the said district, and the approval of Our Secretary of State.

5. The Company shall be bound by and shall fulfil all and singular the stipulations on its part contained in any such concession agreement grant or treaty as aforesaid, subject to any subsequent agreement affecting those stipulations approved by Our Secretary of State.

6. The Company shall always be and remain British in character and domicile, and shall have its principal office in Great Britain, and the Company’s principal representative in South Africa and the Directors shall always be natural born British subjects, or persons who have been naturalized as British subjects by or under an Act of Parliament of Our United Kingdom;but this Article shall not disqualify any person nominated a Director by this Our Charter, or any person whose Election as a Director shall have been approved by Our Secretary of State, from acting in that capacity.

7. In case at any time any difference arises between any chief or tribe inhabiting any of the territories aforesaid and the Company, that difference shall, if Our Secretary of State so require, be submitted by the Company to him for his decision, and the Company shall act in accordance with such decision.

8. If at any time Our Secretary of State thinks fit to dissent from or object to any of the dealings of the Company with any foreign power and to make known to the Company any suggestion founded on that dissent or objection, the Company shall act in accordance with such suggestion.

9. If at any time Our Secretary of State thinks fit to object to the exercise by the Company of any authority, power, or right within any part of the territories aforesaid, on the ground of there being an adverse claim to or in respect of that part,the Company shall defer to that objection until such time as any such claim has been withdrawn or finally dealt with or settled by Our Secretary of State.

10. The Company shall to the best of its ability preserve peace and order in such ways and manners as it shall consider necessary, and may with that object make ordinances (to be approved by Our Secretary of State) and may establish and maintain a force of police.

11. The Company shall to the best of its ability discourage and, so far as may be practicable, abolish by degrees, any system of slave trade or domestic servitude in the territories aforesaid .

12. The Company shall regulate the traffic in spirits and other intoxicating liquors within the territories aforesaid, so as, as far as practicable, to prevent the sale of any spirits or other intoxicating liquor to any natives.

13. The Company as such, or its officers as such, shall not in any way interfere with the religion of any class or tribe of the peoples of the territories aforesaid or of any of the inhabitants thereof, except so far as may be necessary in the interests of humanity, and all forms of religious worship or religious ordinances may be exercised within the said territories and no hindrance shall be offered thereto except as aforesaid.

14. In the administration of justice to the said peoples or inhabitants, careful regard shall always be had to the customs and laws of the class or tribe or nation to which the parties respectively belong, especially with respect to the holding, possession, transfer and disposition of lands and goods and testate or intestate succession thereto, and marriage divorce and legitimacy and other rights of property and personal rights, but subject to any British laws which may be in force in any of the territories aforesaid, and applicable to the peoples or inhabitants thereof.

15. If at any time Our Secretary of State thinks fit to dissent from or object to any part of the proceedings or system of the Company relative to the peoples of the territories aforesaid or to any of the inhabitants thereof, in respect of slavery or religion or the administration of justice, or any other matter, he shall make known to the Company his dissent or objection, and the Company shall act in accordance with his directions duly signified.

16. In the event of the Company acquiring any harbour or harbours, the Company shall freely afford all facilities for or to Our ships therein without payment, except reasonable charges for work done or services rendered or materials or things supplied.

17. The Company shall furnish annually to Our Secretary of State, as soon as conveniently may be after the close of the financial year, accounts of its expenditure for administrative purposes, and of all sums received by it by way of public revenue, as distinguished from its commercial profits, during the financial year, together with a report as to its public proceedings and the condition of the territories within the sphere of its operations. The Company shall also on or before the commencement of each financial year furnish to Our Secretary of State an estimate of its expenditure for administrative purposes, and of its public revenue (as above defined) for the ensuing year. The Company shall in addition from time to time furnish to Our Secretary of State any reports, accounts or information with which he may require to be furnished.

18. The several officers of the Company shall, subject to the rules of official subordination, and to any regulations that may be agreed upon, communicate freely with Our High Commissioner in South Africa, and any others Our officers, who may be stationed within any of the territories aforesaid, and shall pay due regard to any requirements, suggestions or requests which the said High Commissioner or other officers shall make to them or any of them, and the Company shall be bound to enforce the observance of this article.

19. The Company may hoist and use on its buildings and elsewhere in the territories aforesaid, and on its vessels, such distinctive flag indicating the British character of the Company as Our Secretary of State and the Lords Commissioners of the Admiralty shall from time to time approve.

20. Nothing in this Our Charter shall be deemed to authorize the Company to set up or grant any monopoly of trade; provided that the establishment of or the grant of con­cessions for banks, railways, tramways, docks, telegraphs, waterworks, or other similar undertakings or the establishment of any system of patent or copyright approved by Our Secretary of State, shall not he deemed monopolies for this purpose. The Company shall not either directly or indirectly, hinder any Company or persons who now are, or hereafter may be, lawfully and peaceably carrying on any business, concern, or venture within the said District of the Tati hereinbefore described, but shall, by permitting and facilitating transit by every lawful means to and from the District of the Tati, across its own territories, or where it has jurisdiction in that behalf, and by all other reasonable and lawful means, encourage, assist and protect all British subjects who now are, or hereafter may be, lawfully and peaceably engaged in the prosecution of a lawful enterprise within the said District of the Tati.

21: For the preservation of elephants and other game, the Company may make such regulations and (notwithstanding anything hereinbefore contained) may impose such licence duties on the killing or taking of elephants or other game as they may see fit:Provided that nothing in such regulations shall extend to diminish or interfere with any hunting rights which may have been or may hereafter be reserved to any native chief, or tribes by treaty, save do far as any such regulations may relate to the establishment and enforcement of a close season.

22. The Company shall be subject to and shall perform and undertake all the obligations contained in or undertaken by Ourselves under any treaty agreement or arrangement between Ourselves and any other State or Power whether already made or hereafter to be made. In all matters relating to the observance of this Article, or to the exercise within the Company’s territories for the time being of any jurisdiction exerciseable by Us under the Foreign Jurisdiction Acts, the Company shall conform to and observe and carry out all such directions as may from time to time be given in that behalf by Our Secretary of State, and the Company shall appoint all necessary officers to perform such duties, and shall provide such Courts and other requisites as may from time to time be necessary for the administration of justice.

23. The original share capital of the Company shall be £1,000,000 divided into 1,000,000 shares of £1 each.

24. The Company is hereby further specially authorized and empowered for the purposes of this Our Charter from time to time-

(i) To issue shares of different classes or descriptions, to increase the share capital of the Company, and to borrow moneys by debentures or other obligations.

(ii) To acquire and hold, and to charter or otherwise deal with steam vessels and other vessels.

(iii) To establish or authorize banking companies and other companies, and undertakings or associations or every description, for purposes consistent with the provisions of this Our Charter.

(iv) To make and maintain roads, railways, telegraphs, harbours, and any other works which may tend to the development or improvement of the territories of the Company.

(v) To carry on mining and other industries, and to make concessions of mining forestal or other rights.

(vi) To improve, develop, clear, plant, irrigate and cultivate any lands included within the territories of the Company.

(vii) To settle any such territories and lands as aforesaid, and to aid and promote immigration.

(viii) To grant lands, for terms of years or in perpetuity, and either absolutely, or by way of mortgage or otherwise.

(ix)To make loans or contributions of money or money’s worth, for promoting any of the objects of the Company.

(x) To acquire and hold personal property.

(xi) To acquire and hold (without licence in mortmain or other authority than this Our Charter) lands in the United Kingdom, not exceeding five acres in all at any one time for the purposes or the offices and business of the Company, and (subject to any local law) lands in any of Our Colonies or Possessions and elsewhere convenient for carrying on the management of the affairs of the Company, and to dispose from time to time of any such lands when not required for that purpose.

(xii) To carry on any lawful commerce, trade, pursuit, business, operations,or dealing whatsoever in connection with the objects of the Company.

(xiii) To establish and maintain agencies in Our Colonies and Possessions, and elsewhere.

(xiv) To sue and be sued by the Company’s name of incorporation, as well in Our Courts in Our United Kingdom, or in Our Courts in Our Colonies or Possessions, or in Our Courts in Foreign countries or elsewhere.

(xv) To do all lawful things incidental or conducive to the exercise or enjoyment of the rights, interests, authorities and powers of the Company in this Our Charter expressed or referred to, or any of them.

25. Within one year after the date of this Our Charter, or such extended period as may be certified by Our Secretary of State, there shall be executed by the Members or the Company for the time being a Deed of Settlement,providing so far as necessary for-

(i) The further definition of the objects and purposes or the Company.

(ii) The classes or description of shares into which the capital of the Company is divided, and the calls to be made in respect thereof, and the terms and conditions of membership of the Company.

(iii) The division and distribution of profits.

(iv) General Meetings of the Company; the appointment by Our Secretary of State (if so required by him) of an Official Director, and the number qualification appointment remuneration rotation removal and powers of Directors of the Company and of other officers of the Company.

(v) The registration of Members of the Company, and the transfer of shares in the capital of the Company.

(vi) The preparation of annual accounts to be submitted to the Members at a General Meeting.

(vii) The audit of those accounts by independent auditors.

(viii) The making of bye laws.

(ix) The making and using of official seals of the Company.

(x) The constitution and regulation of Committees or Local Boards of Management.

(xi) The making and execution of supplementary deeds of settlement.

(xii) The winding up (in case of need) of the Company’s affairs.

(xiii) The government and regulation of the Company and of its affairs.

(xiv) Any other matters usual or proper to be provided for in respect of a chartered Company.

26. The Deed of Settlement shall, before the execution thereof, be submitted to and approved by the Lords of Our Council, and a certificate of their approval thereof, signed by the Clerk of Our Council, shall be endorsed on this Our Charter and be conclusive evidence of such approval, and on the Deed of Settlement,and such Deed of Settlement shall take effect from the date of such approval, and shall be binding upon the Company, its members, officers and servants, and for all other purposes whatsoever.

27. The provisions of the Deed of Settlement or of any supplementary Deed for the time being in force, may be from time to time repealed, varied or added to by a supplementary Deed, made and executed in such manner as the Deed of Settlement prescribes. Provided that the provisions of any such Deed relative to the official Director shall not be repealed, varied or added to without the express approval of Our Secretary of State.

28. The Members of the Company shall be individually liable for the debts, contracts, engagements and liabilities of the Company to the extent only of the amount, if any, for the time being unpaid on the shares held by them respectively.

29. Until such Deed of Settlement as aforesaid takes effect the said James Duke of Abercorn shall be the President; the said Alexander William George Duke of Fife, shall be Vice-President and the said Edric Frederick Lord Gifford, Cecil John Rhodes, Alfred Beit, Albert Henry George Grey, and George Cawston, shall be the Directors of the Company; and may on behalf of the Company do all things necessary or proper to be done under this Our Charter by or on behalf of the Company: Provided always that notwithstanding anything contained in the Deed of Settlement of the Company, the said James Duke of Abercorn, Alexander William George Duke of Fife, and Albert Henry George Grey, shall not be subject to retire from office in accordance with its provisions but shall be and remain Directors of the Company until death, incapacity to act, or resignation, as the case may be.

30. And We do further will ordain and declare that this Our Charter shall be acknowledged by Our Governors and Our naval and military officers and Our Consuls, and Our other officers in Our Colonies and possessions, and on the high seas, and elsewhere, and they shall severally give full force and effect to this Our Charter, and shall recognise and be in all things aiding to the Company and its officers.

31. And We do further will, ordain and declare that this Our Charter shall be taken construed and adjudged in the most favourable and beneficial sense for, and to the best advantage of the Company as well in Our Courts in Our United Kingdom, and in Our Courts in Our Colonies or possessions, and in Our Courts in foreign countries or elsewhere, notwithstanding that there may appear to be in this Our Charter any non-recital, mis-recital, uncertainty or imperfection.

32. And We do further will, ordain and declare that this Our Charter shall subsist and continue valid, notwithstanding any lawful change in the name of the Company or in the Deed of Settlement thereof, such change being made with the previous approval of Our Secretary of State signified under his hand.

33. And We do further will, ordain and declare that it shall be lawful for Us Our heirs and successors, and We do hereby expressly reserve to Ourselves Our heirs and successors the right and power by writing under the Great Seal of the United Kingdom at the end of 25 years from the date of this Our Charter, and at the end of every succeeding period of ten years, to add to alter or repeal any of the provisions or this Our Charter or to enact other provisions in substitution for or in addition to any of its existing provisions. Provided that the right and power thus reserved shall be exercised only in relation to so much of this Our Charter as relates to administrative and public matters. And We do further expressly reserve to Ourselves Our heirs and successors the right to take over any buildings or works belonging to the Company and used exclusively or mainly for administrative or public purposes, on payment to the Company of such reasonable compensation as may be agreed, or as failing agreement may be settled by the Commissioners of Our Treasury.   And We do further appoint, direct and declare that any such writing under the said Great Seal shall have full effect and be binding upon the Company, its members, officers and servants, and all other persons, and shall be of the same force effect and validity as if its provisions had been part of and contained in these presents.

34. Provided always and We do further declare that nothing in this Our Charter shall be deemed or taken in anywise to limit or restrict the exercise of any of Our rights or powers with reference to the protection of any territories or with reference to the government thereof should we see fit to include the same within our dominions.

35. And We do lastly will, ordain and declare without prejudice to any power to repeal this Our Charter by law belonging to Us Our heirs and successors, or to any of Our courts, ministers or officers independently of this present declaration and reservation, that in case at any time it is made to appear to us in Our Council that the Company has substantially failed to observe and conform to the provisions of this Our Charter, or that the Company is not exercising its powers under the concessions, agreements, grants and treaties aforesaid, so as to advance the interests which the petitioners have represented to Us to be likely to be advanced by the grant of this Our Charter, it shall be lawful for us Our heirs and successors and we do hereby expressly reserve and take to ourselves Our heirs and successors the right and power by writing under the Great Seal of Our United Kingdom to revoke this Our Charter, and to revoke and annul the privileges, powers, and rights hereby granted to the Company.

In Witness whereof  We have caused these Our letters to be made patent.

Witness Ourself at Westminster, the twenty-ninth day of October in the fifty third year of our reign.

By warrant under the Queen’s Sign Manual.

                                        (L.S.)         MUIR MACKENZIE.

[Published in the “London Gazette” of 20th December, 1889.]

________________________________________________________