CHAPTER XI.

_Re-organization of Hudson's Bay Company_.

Thus, after a long and continuous period of inquiry and investigation-- a grave game of chess with the Hudson's Bay Company--many anxieties and a great pecuniary risk, surmounted without the expected help of our Government, the battle was won. What now remained was to take care that the Imperial objects, for which some of us had struggled, were not sacrificed, to indifference in high places at home, or to possible conflicts between the two Provinces in Canada; and to secure an energetic management of the business of the fur trade and of land development by the executive of the Company, whose 144 posts covered the continent from Labrador to Sitka, Vancouver's Island, and San Francisco.

It seemed to me that this latter business was of vital and pressing importance. The Hudson's Bay factors, and traders were, in various grades and degrees, partners in the annual trade or "outfit," under the provisions of the "deed poll." This "deed poll" was the charter under which the hardy officials worked and saved. Their charter had been altered or varied over the long period since the date of the Royal concession, in the twenty-second year of the reign of Charles the Second. The deed poll in existence in 1863 provided that the profits of the fur trade (less interest on capital employed in the trade, which belonged to the stockholders who provided it) were to be divided into 100 parts, of which 60 parts belonged to the stockholders, and 40 to the "wintering partners." The "wintering partners" were the "chief factors" and the "chief traders." These 40 parts were again subdivided into 85 shares; and each "chief factor" was ent.i.tled to two of such shares, and each "chief trader" to one share. The clerks were paid by salary, and only a person who had served as a clerk could be promoted to a "chief tradership," and only a "chief trader" to a "chief factorship." Thus all had a direct or remote partnership interest. On retirement, an officer held his full interest for one year and half his interest for the succeeding six years.

I had much apprehension that if the unexpected sale and transfer of the share property, under terms and conditions in every sense unique, were not frankly and explicitly explained, and under authority, alarm and misconception would arise; while the news of the transfer would find its way to distant regions in a distorted fashion, and through unfriendly sources, long before the explanation and answer could arrive. My fear, owing to bad management in London, was somewhat realized, and I found that I had not rushed across the Atlantic, to perform every service in my power to the undertaking, in June, 1863, one moment too soon.

Then, having studied the "deed poll," I felt that, unless we made the factors and traders partners in the whole enterprise--fur trade, banking, telegraphs, lands, navigation of rivers--on generous terms, we could not expect to elicit either their energies or their adhesion to a new order of things.

Further, I saw no way to secure supervision and control over the Fertile belt, and all around it, except by the construction, to begin with, of a main line of telegraph from St. Paul to the Hudson's Bay territory, and thence by Fort Garry to the extreme western post on the east side of the Rocky Mountains. Such main line to be supplemented by other subsidiary lines as rapidly as possible. The "wire," to my mind, was the best "master's eye" under the circ.u.mstances. But, apart from business re-organization, it was most essential to explain everything to the Government of Canada; and to ascertain the views of political parties, and of industrial interests, as, also, of religious bodies, as to future government. In dealing with these questions, I had to a.s.sume an authority which was to have been confided to a delegation, to consist of Captain Henry Glyn, Colonel Synge, and myself.

On leaving England promptly--the main work being done--Mr. Richard Potter undertook for me all the details which, if at home, I should have managed, and he especially took up the discussions at the Colonial Office, which I had personally carried on, with the Duke, for the previous period.

Thus it was that the new Board was const.i.tuted, and the arrangements for taking over were made in England without my taking any, further, part. Sir Edmund Head was appointed Governor at the suggestion--almost the personal request--of the Duke of Newcastle: some members of the old Board were retained for the, expected, value of their experience, and amongst the new members were Mr. Richard Potter and Sir Curtis Miranda Lampson, a rival fur trader of eminence and knowledge, and an American.

A seat at the Board was left vacant for me.

It may be interesting here to quote what the Duke of Newcastle said, in explaining, in the House of Lords, the recent transactions with the Hudson's Bay Company.

TIMES, _July_ 3, 1863. [HOUSE OF LORDS.]

"The DUKE OF NEWCASTLE, in moving the second reading of the British Columbia Boundaries Bill, said that he should give some further information as to an extension of the means of communication across that great interval of country between British Columbia and Canada.

After referring to the system of government which then existed both in Vancouver's Island and British Columbia, and to the revenues of both colonies for the previous few years--that of British Columbia being most remarkable, having nearly doubled itself in two years (the imports in 1861 being $1,400,000, and in 1862 $2,200,000)--the n.o.ble Duke proceeded to say, that the greatest impediment to the future prosperity of the Colony was a want of communication with the outer world. He had stated on a previous occasion that he hoped to be able to state this year to the House that arrangements had been made to complete the communications between the Colony and the east of British North America, and he thought he could now inform their Lordships that such arrangements would be carried out. He had desired a gentleman of great experience, knowledge, and energy, who was constantly travelling between Canada and this country, to inquire whether it would be possible to effect a communication across the Continent. This gentleman--Mr. Watkin--had returned with considerable information, and he had suggested to him to place himself in communication with persons in the commercial world who might be willing to undertake the carrying out of such a communication. He had put himself in communication with Mr. Baring and others, and he believed they had arrived at the conclusion that if arrangements could be made with the Hudson Bay Company the undertaking should have their best attention. In order that these important communications might be made certain, guarantees were to be given by Canada on the one hand, and British Columbia and Vancouver Island on the other. A complete Intercolonial railway system had long been looked forward to by those interested in our North American Provinces, and it would be impossible to overrate the importance to this country of an inter-oceanic railway between the Atlantic and Pacific. By such a communication, and the electric telegraph, so great a revolution would be effected in the commerce of the world as had been brought about by the discovery of the Cape of Good Hope. It was unnecessary to point out to their Lordships of what importance it would be in the case of war on the other side of the Atlantic. There was another matter on which he wished to say a few words. Some eight or nine days ago it was stated in a portion of the press that the Hudson Bay Company had sold their property. That statement was not altogether accurate, and certainly it was premature, for he had been informed within two hours before he came down to the House that the whole arrangement had only been completed that afternoon. He had not received any official communication on the subject, but some of the gentlemen concerned had been kind enough to inform him of the facts. He had stated on a former occasion that the Hudson Bay Company had wished to sell. Certain parties in the City had, in the first instance, entered into communication with them for the purpose either of purchasing or obtaining permission for a transit through the Company's possessions. After some negociation the alternative of permission for a transit was agreed upon. That conclusion having been arrived at he did not know what it was that raised the whole question of sale again, but some fortnight or three weeks ago fresh negociations were opened. Parties in the City proposed to the Hudson Bay Company to give them by way of purchase a sum of 1,500,000_l_. What had taken place was this: The Hudson Bay Company very prudently required that the money should be paid down, and that the whole sum of 1,500,000_l_. should be ready on a given day, which he believed was yesterday. Of course the intending purchasers could not carry out that transaction in the course of a week, and they, therefore, applied to the International Financial a.s.sociation to a.s.sist them. The a.s.sociation agreed to do so, and the money either had been paid or would be on a day arranged upon. A prospectus would be issued tomorrow morning, and the shares would be thrown upon the market, to be taken up in the ordinary way upon the formation of companies. These shares would not remain in the hands of the a.s.sociation, but would pa.s.s to the Proprietors, as if they had bought their shares direct from the Hudson Bay Company. Of course the Company would only enjoy the rights which those shares carried, and no more. They would, in fact, be a continuation of the Company; but their efforts would be directed to the promotion of the settlement of the country: the development of the postal and transit communication being one of the objects to which they would apply themselves. Of course, the old Governor and his colleagues, having sold their shares, ceased to be the governing body, and a new council, consisting of most respectable persons, had been formed that afternoon. Among them were two of the Committee of the old Company, with one of whom, Mr. Colville, he had had much personal communication, and could speak in the highest terms as a man of business and good sense. There were, also, seven or eight most influential and responsible people, and the name of the Governor, Sir Edmund Head, who had been elected to-day, would be a guarantee of the intentions of the new Company, for no one would believe that he had entered into this undertaking for mere speculative purposes, or that the Company would be conducted solely with a view to screw the last penny out of this territory. While the council, as practical men of business, would be bound to promote the prosperity of their shareholders, he was sure they would be actuated by statesmanlike views. No negociation with the Colonial Office had taken place; and as this was a mere ordinary transfer, no leave on their part was necessary. But arrangements must be entered into with the Colonial Office for the settlement of the country; and at some future time it would be, no doubt, his duty to inform their Lordships what these arrangements were."

The Prospectus, as issued in London, for the new organization, at the end of June, 1863, contained this paragraph:--

"With the view of providing the means of telegraphic and postal communication between Canada and British Columbia, across the Company's territory, and thereby of connecting the Atlantic and Pacific Oceans by an exclusively British route, negociations have been pending for some time past between certain parties and Her Majesty's Government and the representatives of the Government of Canada, and preliminary arrangements for the accomplishment of these objects have been made through Her Majesty's Government (subject to the final sanction of the Colonies), based upon a 5 per cent. guarantee from the Governments of Canada, British Columbia, and Vancouver Island. In further aid of these Imperial objects, Her Majesty's Government have signified their intention to make grants of land in portions of the Crown territory traversed by the proposed telegraphic line.

"One of the first objects of the Company will be to examine the facilities and consider the best means for carrying out this most important work; and there can be little doubt that it will be successfully executed either by the Hudson's Bay Company itself, or with their aid and sanction.

"For this, as well as for the other proposed objects, Mr. Edward Watkin, who is now in Canada, will be commissioned, with other gentlemen specially qualified for the duty, to visit the Red River and southern districts, to consult the officers of the Company there, and to report as to the best and safest means of giving effect to the contemplated operations."

A letter of instructions, from the new Governor, dated London, 6th July, 1863, received by me about the 22nd July, after I had made no small advance in the real business, stated:--

"SIR,

"I am authorized by the Committee of the Hudson's Bay Company to request you to proceed on their behalf to the Red River Settlement, for the purpose of reporting to them on the state and condition of this Settlement, the condition of the adjoining territory, the prospect of settlement therein, and the possibility of commencing operations for an electric telegraph line across the southern district of Rupert's Land.

"The Committee have full confidence in your discretion and judgment, but they have deemed it right to a.s.sociate with you in this inquiry Governor Dallas, of the Red River Settlement, with whom they request you to communicate at once.

"The Committee are aware that it is now so late in the season as to preclude you from doing more than procure such information as may enable them to commence fresh inquiries at the opening of next season.

"I have the honour to be, Sir, "Your obedient Servant, "EDMUND HEAD, Governor.

"EDWARD WATKIN, Esq."

I found soon after my arrival in Canada that Governor Dallas was coming down from Red River, and would meet me at Montreal. He was a very able man; cool, clear, cautious, but when once he had had time to calculate all the consequences, firm and decided. He had been for years on the Pacific coast; and, thanks to his prudence, the landing, in 1859, of General Harney, and a detachment of United States troops on the Island of St. Juan, between Vancouver's Island and the mainland, on the Pacific, had been controlled and checkmated, by the proposal of a joint occupation until negotiations had settled the question of right. This right was, afterwards, given away by our Government under the form of an arbitration before the Emperor of Germany. Governor Dallas' opinion of the transaction will be gathered from his letters to me of the 29th and 30th October, 1872, hereafter copied.

The Governor and I became fast friends, and our friendship, cordial on both sides, continued until his death, a very few years ago. The only fault of Governor Dallas was a want of self-a.s.sertion. Brought out by the Mathesons--hardy Scots of the North--as he was, he made a reasonable fortune in China: and coming home, intending to retire, he was persuaded to accept the Governorship of the Hudson's Bay Company on the death of Sir George Simpson. Meeting at Montreal, our first act of "business" was to voyage in the Governor's canoe from Lachine through the rapids to Montreal; a voyage, to me, as almost a novice, save for my New Brunswick canoeing, of rather startling adventure; but the eleven stalwart Indians, almost all six feet high, who manned the boat, made the trip interesting, as it was to me in the nature of a new experience. These men had been with Governor Dallas nearly 4,000 miles by river, lake, and portage; and he told me he never knew them to be late, however early the start had to be made; never unready; always cheerful and obliging; and that a cross word had never, in his hearing, been uttered by any one of them. These men made Caughna Wauga, opposite Lachine, their home, and there were their families.

After the most careful study and discussion of the questions above alluded to, and others, the discussion extending over a month, we agreed to various memoranda. The one affecting the re-organization of management was as follows:--

"The first measure necessary towards the re-organization of the Hudson's Bay service, will be the abolition, or modification of the deed poll, under which the fur trade is at present carried on. The difficulty involved in this proceeding is, an interference in the vested rights of the wintering partners (chief factors and chief traders). That might be overcome by some equitable scheme for the extinction of those rights, which would serve the double purpose of rendering practicable a reorganization of the service, and a reduction in the number of superior officers, at present too large. This reduction would give the opportunity of dispensing with such men as are inefficient, and of retaining those only likely to be useful. The Company are under no covenants in reference to the clerks.

"The arrangements of the deed poll are, in outline, as follows:--The profits of the fur trade (less the interest charge, which goes exclusively to the stockholders) are divided into one hundred parts; of those, sixty are appropriated to the stockholders, and forty to the wintering partners. These last are subdivided into eighty-five shares, of which two are held by each chief factor, and one by each chief trader.

"Clerks are paid by salary. Only a clerk can be promoted to a chief tradership (1-1/85 share), and only a trader to a chief factorship (2- 1/85 shares). The promotions are made by the Company on the nomination of the chief factors, though this rule has not always been adhered to.

On retirement an officer holds his full interest for the first year, and half this interest for the succeeding six years. The deed poll authorizes the Company to put an officer on the retired list, without reasons a.s.signed, after he has served four years, but they cannot deprive him of his retired interest except for proved misconduct; but neither of these regulations has ever been put in force. It is possible the wintering partners might raise a question whether, under the existing deed poll, the Company could make any great changes in their business, or embark in new undertakings, if likely to affect injuriously the incomes of the officers on the active list, or the interests of those on retirement.

"One mode of removing this obstacle would be to ascertain the value of a retired interest, and to give a money compensation to each officer on his entering into an agreement to consent to the abrogation of the deed poll. This would involve an outlay of money, but would also be productive of a considerable subsequent annual saving.

"The eighty-five shares belonging to the wintering partners are, at this date, held as follows:--

15 chief factors 30 shares 37 " traders 37 "

10 retired chief factors 13 "

10 " " traders 5 "

--- 85 "

"As regards the shares held on retirement, some of the interests have nearly run out, and none of the parties have any voice in the business.

"The value of a 1-85th share has been, on the average of the last thirteen outfits, which have been wound up (1846-1858), about 408_l_. At that rate a chief factor's retired interest would amount to 3,264_l_., and a chief trader's to 1,632_l_., less discount, supposing payment to be made at once, instead of its being spread over nine or ten years. On the other hand, the invariable custom of the service has been to allow every officer one or more year's furlough on retiring, which has come to be considered almost a right; when more than one year has been granted, it has been by special favour. Adding one year's furlough, a factor's retired allowance would be 4,080_l_., and a trader's 2,040_l_. The discount being taken off, to render them equal to cash, would make a factor's allowance about 3,000_l_., and a trader's 1,500_l_.

"The cost of commutation, on the above scale, would be--

15 chief factors, at 3,000_l_ L45,000 37 " traders, at 1,500_l_ 55,500 18 shares held on retirement, about 14,000 -------- L114,500 ========

"Without allowing a year's furlough, the above amount would be reduced about one-sixth.

"The outlay would only be called for in the case of such officers as are already retired, and of such as under a new agreement might not be re-engaged. The retired interest of the officers who might enter into a new engagement would be provided for in the revised deed poll.

"As a set-off for the outlay on commutations would be a large reduction in the pay of officers, to be hereafter noticed, and the Company would also receive actual value for their money; and on buying out the wintering partners they would become possessed of their 4/10th share of the profits of the trade.

"Under the present organization the pay of officers in the service is about as follows:--

Governor-in-Chief L 2,000 16 chief factors 12,000 35 chief traders 14,000 Clerks, about 10,000 ------- L38,000 =======

"The following would probably prove a more efficient staff:--

Governor-in-Chief L 2,000 Lieutenant-Governor 1,250 4 councillors, at 800_l_ 3,200 25 chief traders, at 300_l_ 7,500 100 clerks, at various salaries, about 10,000 ------- L23,950 =======

"The saving of 14,000_l_. per annum would soon reimburse the Company's outlay in buying up the present interests of the factors and traders.