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 PROFIT-SHARING PRECEDENTS 
 
 WITH NOTES. 
 
 BY 
 
 HENRY G. RAWSOX, 
 
 "i 
 
 OF THE IXXER TEMPLE, ESQ., BARRISTEK-AT-LAW. 
 
 LONDON: 
 
 STEVENS AND SONS, LIMITED, 
 119 & 120,' CHANCERY LANE, 
 ^ufcltsfycrs antr 33ookscIIm. 
 1891.
 
 T 
 
 1391 
 
 LONDON : 
 PRIXTED BY C. F. BOWORTII, GREAT SEW STREET. FETTEP. LAXE, E.C.
 
 PREFACE. 
 
 THE interest recently evinced by Parliament in 
 the subject of Profit-sharing, which resulted in 
 the Report just issued by the Board of Trade, 
 encourages me to believe that the time is ripe 
 for publishing a collection of precedents, which 
 will enable any one desirous of introducing 
 profit-sharing into his business to select, with- 
 out much difficulty, the particular method which 
 will best suit his circumstances. 
 
 One of the chief obstacles that an employer 
 has frequently to overcome in launching a profit- 
 sharing scheme is the suspicion of his workmen, 
 unless they are above the average in intelli- 
 gence. He should, therefore, be careful to start 
 with a well-considered set of regulations, pre- 
 ferably with one that has already been worked 
 successfully ; for alteration of his rules at the 
 outset is sure to retard the growth of confi- 
 dence, even if it be not directly attributed to a 
 desire on his part to retract part of his conces- 
 
 a2 
 
 749589
 
 IV PREFACE. 
 
 sions to the employees. With a view also to the 
 possible opposition of trades unions, who, as 
 shown in the recent case of the South Metro- 
 politan Gas Company, are ready to see in profit- 
 sharing an attempt to sap the independence of 
 the workmen, it is most important to leave no 
 flaw in a scheme ; for though the point attacked 
 may not be in itself material, the very fact that 
 he has been obliged to modify his rules is apt 
 to discourage an employer, and dispose him 
 too readily to abandon his project. 
 
 I have thought it advisable, in dealing with 
 a subject still almost in the experimental stage, 
 not to confine myself to a selection of the forms 
 most commonly used, and have therefore men- 
 tioned in the notes most of the important varia- 
 tions that have been adopted, and which are at 
 all likely to be useful to English employers. 
 I have also added notes, where required, as to 
 the bearing of our law upon the subject of 
 profit-sharing, and a chapter on the Industrial 
 and Provident Societies Act, 1876, which facili- 
 tates in many instances the application of profit- 
 sharing to a business. The material sections of 
 the Act, and a selection of rules for societies 
 registering under it, will be found in the body 
 of the work.
 
 PREFACE. 
 
 A brief description has also been inserted of 
 several institutions akin to profit-sharing that 
 have been introduced by various English houses 
 for the benefit of their employees. It may well 
 be that those who consult this book, with a view 
 to selecting a scheme of profit-sharing, may 
 wish to know what has been done by other 
 employers towards ameliorating the condition 
 of their workpeople. 
 
 After some consideration, I have decided not 
 to give the rules of any association of the type 
 of the well-known Hebden Bridge Society, as 
 in that class of cases the distinctive features 
 are rather those of co-operation than of profit- 
 sharing. They are not included by Messrs. 
 Bushill and Schloss in their list, which is given 
 at pp. viii, ix, post. 
 
 If any further justification for this work be 
 needed, let it be found in the following forcible 
 words of Mr. Sedley Taylor: "If I am right," 
 he says, "in believing that a wide application 
 of the principle of profit-sharing offers a pro- 
 spect of strengthening, vivifying, and purifying 
 commercial enterprise to an extent of which we 
 have as yet but a faint conception, the atten- 
 tion of British employers and employed and, 
 indeed, of the British public also, in their
 
 VI PREFACE. 
 
 capacity of consumers can hardly be too im- 
 portunately called to this remedy for indus- 
 trial evils at a time when we constantly hear of 
 strikes and rumours of strikes, when capital is 
 bitterly denounced on the one side, and the in- 
 adequacy and apathy of labour alleged, on the 
 other, as the cause of a dangerous and growing 
 debility in British manufacture." 
 
 I must here acknowledge my indebtedness 
 to the works of Miss Mary Whiton Calkins,* 
 Mr. Gilman,t and Mr. Sedley Taylor. J The 
 latter, published in 1884, is now unfortunately 
 out of print. It advocated most ably the cause 
 of profit-sharing, in the face of certain notable 
 failures which had then recently occurred in 
 this country, and in so doing gave the impulse 
 to a renewal of experiment which has resulted 
 in a most remarkable spread of the system. 
 Whereas, in 1884, there were only eight or nine 
 known examples of profit-sharing in the United 
 Kingdom, their number now exceeds 50, of 
 which 27 date since 1888. In fact, it is held 
 by some that, if we except those houses which 
 merely distribute a bonus determined arbi- 
 trarily by the employer, there are now more 
 
 * " Sharing the Profits," Ginn & Co., Boston, U.S., 1888. 
 
 f "Profit-Sharing," Macmillan & Co., 1890. 
 
 J " Profit-Sharing," Kegan Paul, Trench & Co., 1884.
 
 PREFACE. VU 
 
 profit-sharing 1 establishments in Great Britain 
 than in any country in the world. Mr. Gilman's 
 book contains a summary of most of the exist- 
 ing instances of profit-sharing up to the end of 
 1889, and some admirable conclusions, based on 
 his investigations, as to the reasons of failure. 
 It does not, however, give any sets of rules in 
 detail; while those selected as illustrations by 
 Mr. Sedley Taylor, were all drawn from a 
 French source, and are not quite suitable for 
 use in this country. 
 
 I am also under great obligation to Mr. T. W. 
 Bushill and Mr. D. F. Schloss, two of the lead- 
 ing English authorities on the subject, for the 
 permission to reprint their list of British profit- 
 sharing houses, revised up to date, and for 
 much general assistance in the production of 
 this work. Mr. Bushill' s regulations have met 
 with such widespread approval, and so tho- 
 roughly carry out my own view of the lines on 
 which a profit-sharing scheme should proceed, 
 that I have, with his consent, made them the 
 basis of my general form. 
 
 Mr. James Remnant, of 1, Temple Gardens, 
 has kindly assisted me in compiling the index. 
 
 H. G. R. 
 
 6, PUMP COURT, TEMPLE, 
 June, 1891.
 
 vm 
 
 LIST OF BRITISH 
 
 OOUUO OUOO O OUO 
 
 SCO (N O *O ^* Q O o O O O 3 1C 00 
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 S* 
 
 o 
 
 >.d l>/ the Paris International Congress i 
 oyee receives a share, fixed beforehand, 
 
 . 3, Agar Street, London, W.C. (and 
 . Ouav Piano. Bristol .... 
 
 I 
 
 i 
 J 
 
 S 
 
 a 
 
 I 
 
 . Beverley Road, Hull (and London) 
 
 Southmead Steam Laundr 
 near Bristol 
 
 . 17, St. Dunstan's Hill, London, E.( 
 St. Simon Street, Salford .. 
 . Snow Hill Buildings, London, E.G. 
 
 i 
 
 'H 
 C 
 
 . Belle Sauvage Works, London, E C 
 Hackney Wick, London, N. 
 . Colombo and Candy, Ceylon 
 London Office : 72, Bishopsgate 
 . 34, Brooke St., Holborn, L 
 . Hertford Street, Coventry . . . 
 40j Belgrave Gate, Leicest 
 
 s 's* 
 
 J 
 
 a : 
 
 i\ 
 
 i 
 
 "5 
 
 5 
 
 of 
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 o 
 
 Vj 
 
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 3 
 
 
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 x 
 
 
 Q ^1 - 
 
 ^ 
 
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 <s 
 
 ural & Horticultur 
 lith, J.W.... 
 
 d 
 
 
 
 3 
 
 d 
 O 
 
 J8 
 
 1 
 
 
 d 
 D 
 
 3 
 
 1-9 
 
 s 1 
 
 d 
 a> 
 
 Bond & Co 
 tt, Lindley & 
 lis, Wellcome & C< 
 
 Thos. & Sons 
 : Co., Limited 
 , Nickolls & C 
 
 Iron Works, Limi 
 liy J. Walker \- C 
 
 Needlewomen 
 
 Qas Fittings Co. 
 Dalmasj A. .. 
 
 Recognizin 
 
 11111 
 
 IJIIS 
 
 <j -^ B K m 
 
 . ic r 4 g S 
 
 i liiiuli 
 
 ' ~ yj ^ ^ -^ ^ 
 
 W PQ <5 56 
 
 . ?- . 
 
 ft -3 ** 
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 O > <D 
 
 060 
 
 CD ^ ^ 
 
 CD X C5 
 
 C = Paid in Cash. P = To Provident Fund. CP = Part in Cash, Part to Provident Fund. 
 
 * In these eases the Profit-Sharing is either indirect, or partial in its application. 
 The additions made to this List since Autumn, 1889, are indicated by the use of heavier type. 
 Information respecting additions, &c., should be sent to T. W. BUSHILL, Branfrwood, Coventry, 
 or to D. F. SCHLOSS, 1, Knaresborough Place, Cromwell Road, London, S.W.
 
 PROFIT-SHARING FIRMS. 
 
 IX 
 
 DO 
 
 PH PH A< P< Pn 
 
 OO OOO O OO 
 
 oooo ooooooo 
 
 House Painters, Plumbers, &c. 
 
 on Electrical Engineers 
 Jam & Confectionery Mftrs. 
 
 ... Printers. &c. ... 
 
 .... Millwrights and Engineers 
 
 ... Printers and Publishers .. 
 
 ... Stationers mid Printers .... 
 
 Farruinn' Kast and West Learmouth, 
 Howick, and Chevington Estates. 
 Print-.ftr ... 
 
 Printers, &c 
 Paper Makers 
 Farming Trafalgar Estate 
 .. Builder .. 
 
 Mineral Water Manfrs. &c, 
 im Chandelier Manufacturers 
 ... St.nrAS ... 
 
 Wholesale Grocers 
 m. Cabinet Maker, &c 
 Tool Manufacturers 
 ... "Prinfcftr .. 
 
 on Printers and Stationers 
 Quarry Owners 
 Wool & Grain Merchants ... 
 Contractors & Builders... abt 
 
 ... Tar Distillers .. 
 
 Drapers, &c 
 .... Publislii'rs abt 
 Gas Manufacturers abt 
 Tramway Company 
 Farming Harlcston Estate 
 .... Millers, &c 
 Tobacco Manufacturers 
 Printers 
 Clothing Manufacturers 
 ... Leather Merchants, &c 
 
 
 
 1 
 
 
 
 
 
 C 
 
 A 
 
 a 
 
 Hurt's Yard, TJp. Parlmnt. St. Nottgh 
 Arkwright Works, Nottingham 
 Tower Street, West Hartlepool 
 27, Widegate St., Bishopsgate, Lond 
 
 Vpwt.inino- 
 
 Christchurch, New Zealand 
 . 29, Gillingham St., Pimlico, London . 
 
 Wi.t. Tlrnimvii'li Mini Kiinff ino-lev .... 
 
 ! iH ! 
 
 S i 
 
 405, Oxford Street, London, W 
 ) 
 2, Prince's Mnsns., Victoria St. 
 
 
 
 
 
 
 
 i 
 
 t 
 
 < 
 
 1 
 j 
 
 & 
 
 3 
 
 d 
 
 .... Offices: 1, Creed Lane, London, E.G. . 
 TTi'ln Works. Culkjmnton. Devon .. 
 
 .... Farm Hill, Stroud 
 Ld- 23, Finsbury Circus, London, E 
 
 .... Ascham Street, Kentish Town 
 .... Icknield Sq., Monument Rd., B 
 I. Hammersmith Koad, London, i 
 
 V inir's T.vnn 
 
 Westborough, Scarboro' 
 . St. Dunstan's House, E.C 
 709, Old Kent Road, London, 
 2, Coleman Street, London, E.C 
 Althorp House, Northampton 
 Collingdon Kd., Bute Docks, Ca 
 Bedminster, Bristol 
 2lB, Great College Street, Westminster . 
 . 39, Walden Street, Commercial Street, L 
 00 & 62, High Street, Edinburgh .. 
 
 
 a 
 
 o 
 
 
 
 Bristo Place, Edinburgh 
 Cannon Street Iron W 
 
 r!nt1r> Wr>rl<s. Norwif'll 
 
 I 
 
 4 
 
 3 
 
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 '3 $ 
 
 A 
 
 MS d 
 
 i 2 
 
 1883 D'Oyly & Co., Limited 
 (formerly Decorative Co-op. Ass. 
 
 1890 *Drake & Gorham 
 1890 East Anglian Fruit Pres'v' 
 1886 Edinburgh Co-op. Printing Co., Lir 
 1890 Edmeston, A. & Sons 
 
 1BftO TTlotnlini- .<r Ron 
 
 ^ 
 
 _c 
 
 < 
 * 
 
 ! c7 
 
 u 
 
 = 
 
 1 
 
 < c 
 
 : e 
 
 I 
 
 < 
 
 1 
 
 i C 
 
 -,. 
 ' : 
 
 1890 Hailing, Thomas 
 1886 Hazell, Watson & Viney, Limited. 
 
 1H,<I lli.nhtirn Sr. C.n 
 
 1890 Holloway, George, M.P 
 1890 Hubbard's Profit-Sharing I 
 ing Business. 
 1891 Idris & Co 
 1890 Joyner, Charles & Co 
 1890 Kensington Co-op. Stores, 
 
 1ft77 T.nrlvrm.Tl T TT * Pn 
 
 
 | 
 i- 
 
 OT 
 <1 
 
 ? 
 
 
 K 
 
 S 
 
 O a 
 
 a ? 
 
 HOP 
 
 35] 
 
 o o c 
 
 ci GO a 
 
 * a 
 
 1890 Rowntree, W. & Sons 
 1888 Sampson Low & Marston 
 1889 *South Metropolitan Gas C 
 1890 Southwark & Deptford Trai 
 
 IRHfi Snenner. F.arl .. 
 
 1890 Tucker, James, Limited .... 
 1889 Wills, W. D. & H. O 
 1875 Women's Printing Society, Limitec 
 1888 Workwomen's Co-operative Ass., 1 
 1887 Younsr. H. D. & Sons 
 
 1891 Lawrence, Wm. 
 1890 Lee & Hunt 
 
 1^' in TVTm'f iv% T?/-.Tioi<+ 
 
 1890 Newman & Son 
 
 1HQQ TCww AVpluh Sl.ifn Pn . 
 
 NOTE. In addition to the above Profit-sharing Firms, there are many other Finns which give 
 to their employees, in addition to their wages, a bonus, the amount of which is NOT fixed beforehand. 
 This is sometimes called "Indeterminate Profit-sharing." Such axe 
 
 Fidler, C., Friar Street, Reading, Seedsman, &c. 
 
 Hartley, W. P., Aintree, Liverpool, Preserve Manufacturer. 
 
 Thomas, Christopher & Bros., Limited, Broad Plain, Bristol, Soap Manufacturers. 
 
 Waterlow & Sons, Limited, Winchester Street, London, E.G., Printers, &c.
 
 XI 
 
 TABLE OF CONTENTS. 
 
 PAGE 
 
 Preface - - - iii 
 
 List of British Profit-Sharing Firms - viii, ix 
 
 Introduction 1 
 
 General Form. Mixed Participation - - - 33 
 
 Eules for Immediate Participation - - - - 52 
 
 Purchase of Shares by Employees, -with or without Life 
 
 Insurance - - - - - - 53 
 
 New England Granite "Works. Extract from Eules - 57 
 
 Company Forms - - 59 
 
 Form of Bond issued to Employees by Tangyes Limited 63 
 
 Rules for Indeterminate Scheme (Messrs. Goodall and 
 
 Suddick) - - - 65 
 
 Ditto. Modification of General Form - - 68 
 
 Laroche-Joubert et Cie. Immediate Participation - 69 
 
 Clarke, Nickolls, and Coombs Limited. Modified Imme- 
 diate Participation - - - -77 
 
 Trafalgar Estate. Modified Deferred Participation - - 81 
 
 Cie d' Assurances Generales de Paris. Deferred Partici- 
 pation - - - 84 
 
 Social and Provident Institutions for Employees (Mess 
 Eoom, Sick Fund, Dispensary, Provident Sick 
 
 Society, Accident Fund) - - - 91 
 
 Form of Agreement excluding Employers' Liability 
 
 Act - - 99 
 
 Life and Accident Insurance by Monthly Payments. 
 
 (Cassell and Company Limited) - - 100
 
 Xll CONTENTS. 
 
 PAGE 
 Government Annuities and Life Insurance - - 102 
 
 Form of Trust Deed of Pension Fund. (Cassell and 
 
 Company Limited) - - 108 
 
 Industrial and Provident Societies Act, 1876, Notes on - 112 
 Forms of Eules under the Act 
 
 "Wm. Thomson and Sons Limited - - - 114 
 
 General Eules for an Industrial and Provident 
 Productive Society (forming part of the last) - 120 
 
 Ufton Hill Association. Agricultural Society - - 149 
 Industrial Societies Act, 1876, Material Sections of - 162 
 
 Eules for a Society under the Act. Form issued by 
 
 Eegistrar of Friendly Societies - - 174 
 
 APPENDIX. 
 
 Note as to Cost of extra Clerical Work - - 179 
 
 Form of Application for Payment of Provident 
 Fund - - 180 
 
 Description of Provident Fund Account Book - - 181 
 Description of Provident Fund Pass Book - 182, 183 
 
 INDEX - - - - - - - 185
 
 PKOFIT-SHAKING, 
 
 INTRODUCTION. 
 
 PROFIT-SHARING, as defined by the International Limited 
 Congress on Profit- Sharing held at Paris in 1889, is of profit- 
 " a voluntary agreement under which the employee S1 
 receives a share, fixed beforehand, in the profits of a 
 business." In accordance with this definition some of 
 the leading authorities on the subject in this country 
 refuse the name of profit-sharing to those schemes, 
 known as "indeterminate," in which the employer 
 decides himself, at the end of each financial period, 
 what bonus he will allot to his workpeople, neither 
 fixing it at the outset by his regulations, nor com- 
 municating it confidentially to an accountant. 
 
 It is, however, difficult to see why the term "profit- 
 sharing" should not be applied to any system under 
 which the employees receive a portion of the profits 
 in addition to their ordinary wages. Apparently 
 this view has commended itself to the writer of the 
 Board of Trade report just issued, who employs the 
 term profit-sharing to describe " various business General 
 arrangements, all having this principle in common, defimtlon - 
 that the people engaged in the concern, or an appre- 
 ciable portion of these workers, shall receive, in 
 addition to their salary or wages, some pecuniary 
 advantage, prospective or immediate, to be paid out 
 of the net profits in any year in which net profits are 
 made."* 
 
 * This definition might perhaps be improved by inserting 
 after " receive " the words "out of the net profits realized by the 
 
 R. B
 
 PROFIT-SHARING. 
 
 In support of this latter definition it is to be 
 noticed that, notwithstanding the decision of the 
 Paris Congress, the Bulletin de Participation, which 
 is the organ in that city of the advocates of profit- 
 sharing, includes in its list those firms which practise 
 the indeterminate system. 
 
 As, therefore, the object of this work is to give 
 precedents of all noteworthy forms of applying the 
 principle of profit-sharing, so as to enable an em- 
 ployer conveniently to select the one which will 
 best suit the peculiar circumstances of his busi- 
 ness, I have not hesitated to give a specimen 
 (at p. 65) of rules adapted to the indeterminate 
 method, and to discuss the merits of the system; 
 though, for reasons which will appear later, it is not 
 one to be recommended if any othei is possible. It 
 is, however, practised in the immense establishment 
 of the Bon Marche in Paris and, according to 
 Mr. Gilman,* in some forty other business houses on 
 the Continent and in the United States. 
 
 The term " industrial partnership," which was at 
 one time applied to profit-sharing generally, is clearly 
 a misnomer ; but it is correctly used of businesses 
 established under the Industrial and Provident 
 Societies Act, 1876, which is separately treated here- 
 after (pp. 112 et seq.). 
 
 It would be outside the scope of this work to 
 attempt the advocacy of profit-sharing as a whole, or 
 to chronicle its successes. The very able and interest- 
 ing treatise of Mr. Sedley Taylor and Mr. Oilman's 
 exhaustive analysis of existing instances of profit- 
 business," and omitting the words after "immediate" ; for the 
 payment, especially where it is deferred, need not necessarily be 
 made out of the profits of the preceding year, as the words would 
 seem to imply. 
 
 * See list, "Profit -Sharing," p. 388.
 
 INTRODUCTION. 
 
 sharing have covered the field in this direction, and 
 amply prove that profit-sharing is capahle of accom- 
 plishing all that its champions have promised on its 
 
 behalf. Its chief recommendations, as has been well Advan- 
 
 tages of 
 shown by Mr. Oilman,* are that it combines the best profit- 
 
 features of the ordinary system of time wages, with 
 the additional incentive offered by piece-work wages, rewardin 
 and by the prizes occasionally given for quality and labour. 
 economy. While, on the one hand, by paying the 
 current rate of wage, it assures to the workmen the 
 means of subsistence, in a way which no plan of co- 
 operation pure and simple can do ; at the same time, 
 it offers a premium on rapidity of output, so far as 
 this is compatible with excellence and economy of 
 production ; thus exhibiting, for reasons that will be 
 evident, a precisely contrary effect to the piece-work 
 system, in reducing the cost of supervision. 
 
 Again, there can be little doubt, on the testimony 
 of many who have practised profit-sharing for years, 
 that its effect in identifying the interests of the work- 
 people with those of their employers and, generally, 
 in promoting a better feeling between them, will 
 prove most valuable in lessening the risk of strikes, 
 which in some fields of labour have, of late years 
 especially, produced such disastrous results. 
 
 Mr. Gilman quotes some remarkable figures from strike 
 the third annual Eeport of the United States Labour L the 
 Bureau, showing the number of strikes in the States 
 for the six years ending December 31, 1886, and the 
 estimated loss resulting from them. 3,902 strikes, 
 involving 22,304 establishments, are recorded, causing 
 an aggregate loss of nearly 20,000,000 to employers 
 
 * "Profit-Sharing," pp. 31 et seq. 
 B2
 
 PROFIT-SHARING. 
 
 and employed, besides incalculable inconvenience and 
 damage to the community and deplorable friction 
 between the parties concerned. According to Brad- 
 street's calculation, in the single year 1887, 10,000,000 
 days' time was lost by 350,000 men, amounting on 
 the average to one month's wages, or 8 J per cent, of a 
 whole year's earnings for each man. If it be objected 
 that in two of the earliest and most notorious cases of 
 profit-sharing attempted in England it proved ineffec- 
 tual to keep the men from striking, the answer is that, 
 in the first place, the relations bet ween masters and men 
 were far from cordial when the system was introduced, 
 and that, notwithstanding, they greatly improved for 
 some time under its influence; and, secondly, that 
 the most potent agent for attaching the interests of 
 the employees to the business was in both cases 
 neglected by not withholding any portion of the 
 bonus to form a provident or pension fund. 
 
 I have therefore endeavoured to select, out of the 
 many experiments that have been tried, the schemes 
 that have met with the greatest success, and given 
 the most general and mutual satisfaction. In Great 
 Britain it is comparatively of late years that the 
 errors of the first experimenters have been corrected ; 
 and still more recently, attempts have been made to 
 depart from the beaten track, and to introduce novel 
 features into schemes of profit-sharing which have 
 met with only failure and disappointment. In some 
 at least of these cases, a fuller study of previous 
 experiments would have satisfied the promoters that 
 the results they desired could be better secured by 
 other and approved methods, without laying their 
 proposals open to objection or cavil. It is too often 
 forgotten by the framers of profit-sharing schemes 
 how the cause they have at heart is checked by every
 
 INTRODUCTION. 
 
 failure that occurs. There are always people ready 
 to oppose the introduction of profit-sharing, for the 
 very reason which renders it attractive to most minds, 
 viz., that it harmonises the interests of employer and 
 employee. It is therefore essential that any one who 
 desires to adopt this system of profit-sharing should 
 avoid provisions which are likely to arouse the sus- 
 picion of the workpeople. The great success of the 
 early Continental schemes was in large measure due 
 to the determination of their founders to overcome 
 the distrust of their employees. A famous instance 
 of this exists in the well-known story of M. Leclaire, 
 who, after his overtures had for some time been dis- 
 trusted by his workmen, finally overcame their oppo- 
 sition by laying down on the table one yearly account 
 day the sum of 4757. , which he said they were en- 
 titled to under his proposals of the previous year, and 
 which, in spite of their refusal of his scheme, he 
 announced his determination of distributing amongst 
 them in accordance with its provisions. 
 
 Perhaps one of the first questions that an employer 
 would ask on considering the subject would be, has 
 profit-sharing ever been introduced successfully into 
 the business that I am carrying on ? It may there- 
 fore be of interest to quote the summary given by 
 Mr. Gilman of the various kinds of business prac- 
 tising profit-sharing at the date of his writing (Feb- 
 ruary, 1889.)* Since then, a large number of firms, 
 especially in England, have adopted the system ; but 
 it will be sufficient for the present purpose to give 
 the list there compiled ; and if any one desires further 
 to ascertain what system has been selected in a par- 
 
 The number was then 171 ; it now exceeds 200. A table of 
 profit-sharing houses, including those on the Continent and in 
 America, is given in Mr. Gilmau's book at pp. 382 et seq.
 
 (i PROFIT-SHARING. 
 
 ticular case, lie can do so on referring to Mr. Oilman's 
 List of work. "There are," he says,* "now practising 
 staring participation, 6 cotton mills, 4 woollen mills, 2 linen 
 businesses. f ac t ries, 8 foundries, 4 paper works, 4 manufactories 
 of boots and shoes, 2 large manufactories of clothing, 
 3 "brass works, 3 engine and machine works on the 
 largest scale, 4 soap manufactories, 3 of matches and 
 candles, 2 of tobacco, 2 potteries, 2 chemical works, 
 2 distilleries, and one instance each in the manufac- 
 ture of flour, chocolate, shovels, locks, cranes, soda- 
 water apparatus, tools, electrical apparatus, needles, 
 belting, marine apparatus, mouldings, leather, furni- 
 ture, cases and mechanism of music boxes, tinfoil, 
 percussion caps and cartridges, printing inks, types, 
 labels, and stationery. 
 
 " In handicrafts, there are 10 instances in the 
 printing and publishing business (this number in- 
 cluding 1 bookseller and 1 magazine, whose employees 
 are not hand labourers but clerks and literary men, 
 -3 newspapers, many of whose employees are of the 
 same class, and 2 lithographers) , 3 painters and deco- 
 rators, 3 roofers and plumbers, 2 masons, 2 gasfitters, 
 and 2 carpenters and builders. 
 
 "In the line of financial institutions and trans- 
 portation companies we find practising participation, 
 9 insurance companies, 5 banking firms, 2 railway 
 companies, a steamboat company, a horse railroad com- 
 pany, a ship canal company, and a towage company. 
 " In the distribution of dry goods there are 4 in- 
 stances, in the sale of drugs and wine 1 instance 
 each, in agriculture 4, besides Herr Jahnke's suc- 
 cessful experiment for five years. The plan was 
 also successfully tried in the Swiss postal bureau, in 
 
 * "Proat-Sharing,"p. 398.
 
 INTRODUCTION. 
 
 the Zurich Steamboat Company, in the manufacture 
 of cocoa nut oil, steam pumps, and pianofortes, and in 
 the building and plumbing trades." 
 
 It will be seen, from this lengthy list, over how 
 varied a field experiments in profit-sharing have 
 extended, all with more or less satisfactory results. 
 As a general rule, it may be said that the failures 
 that have occurred were due more to the injudicious 
 application of the system than to the nature of the 
 business.* 
 
 It is sometimes said of profit-sharing that an 
 employer who introduces it in the expectation that 
 he will be no loser by its operation approaches it 
 in the wrong spirit. But this view ignores both 
 the expressed objects and the realised results of the 
 founders of profit-sharing. Leclaire, to whom this 
 title is especially due, stated some years afterwards, 
 when writing the history of his experiments, that he 
 initiated the scheme in the expectation that the workmen 
 would earn the bonus by their extra efforts, and that, 
 so far from his having to curtail his profits, he would 
 share in the increased prosperity of the business, and 
 would further gain the great advantage of attaching 
 the best workmen to his house. These results, he 
 declared, he had fully attained, and his evidence is 
 corroborated by most of the heads of profit-sharing 
 establishments. 
 
 Indeed, it is evident that if profit-sharing is to be 
 the means of reconciling the conflicting interests of 
 employer and employee (not, as has been well pointed 
 out, of capital and labour, which are not opposed) it 
 must show itself to be an advantage to both parties. 
 From the commercial standpoint, therefore, as opposed 
 
 * The causes of failure are investigated, post, p. 31.
 
 8 PROFIT-SHARING. 
 
 to the philanthropic, it is worth while to examine into 
 the classes of business in which profit-sharing can he 
 most advantageously introduced. 
 
 Classes of First, then, it may be remarked that, from the point 
 iiT^iich f y i ew f financial advantage, the beneficial effect of 
 shariii introducing profit-sharing will vary in direct pro- 
 
 can most portion to the relative importance of the labour and 
 tageously of the capital and management required. Where 
 :iuced. the capital is small relatively to the number of 
 employees ; where supervision is difficult or costly ; 
 where there is much scope for economy of time and 
 material, for fertility of invention and resource, for 
 extra application at critical moments best known to 
 the workman in all such cases profit-sharing is 
 likely to prove most beneficial. Where, on the other 
 hand, capital is large and the employees numerous, 
 so that individual effort or skill produces little per- 
 ceptible effect upon the result, there profit-sharing 
 has the least favourable field. Yet there are many 
 well-known instances where, in the face of these un- 
 favourable conditions, profit-sharing has achieved 
 triumphant success. Of this, the case of the Com- 
 pagnie d'Assurances Grenerales de Paris, presently to 
 be mentioned, is a good example. 
 
 Profit- It will be evident, from the number of companies 
 
 a company, mentioned in Mr. Oilman's list, that there is no 
 inherent objection to the adoption of profit-sharing 
 by a company. In fact, a company possesses in some 
 respects greater facilities than a private individual or 
 firm for applying the system. Thus, one of the chief 
 objections to the introduction of profit-sharing in 
 a private concern is the necessity, which can only in 
 part be obviated,* of disclosing, not so much the 
 
 * See pp. 3336.
 
 INTRODUCTION, 
 
 actual profit made, as the fact that the business may 
 be falling off or giving abnormal returns. In the 
 case of a company, the yearly accounts required by 
 law render concealment impossible, and the argument 
 against profit-sharing on this ground therefore ceases 
 to exist. 
 
 A second point in favour of a company is the ease 
 with which it can, by issuing shares to its employees, 
 make them actual partners in the business. This form 
 of industrial partnership has long been common in 
 co-operative societies so called, and can be introduced 
 with peculiar statutory privileges under the Industrial 
 and Provident Societies Act, 1876 (see p. 112). Again, 
 a company can, if it wishes, give a preferred security 
 to its employees by issuing them debentures in 
 respect of their shares in the Provident Fund, a 
 matter not accompanied by the same facilities in a 
 private concern, owing to the special exemption of a 
 company's debentures from the operation of the 
 Bills of Sale Acts. A form of bond has how- 
 ever been issued to their employees for some years 
 past by Messrs. Tangyes, Limited, of Birmingham, 
 which would be equally suitable for a private firm, 
 and, though not giving any preferred security, effects 
 certain desirable objects in a convenient manner. 
 This form will be found at p. 63. On the other hand, 
 directors labour under this disadvantage in formu- 
 lating a scheme of profit-sharing, that their hands are 
 tied by their responsibility to the shareholders, so that 
 they cannot give full scope to their generous instincts, 
 nor, as a rule, can they cultivate those personal rela- 
 tions with their employees which so often exist in the 
 case of a firm or an individual employer. 
 
 B o
 
 10 PROFIT-SHARING. 
 
 Different It must always be a matter of considerable diffi- 
 profit- culty to decide what form of profit-sharing will be 
 Baring. m0 st suitable to a particular business. To a great 
 extent it must depend on the economic and intel- 
 lectual status of the workpeople. The choice lies, in 
 the first instance, between a bonus arbitrarily fixed 
 by the employer at the end of the course and a share 
 or percentage of the profits declared beforehand. 
 Another radical distinction is based on the method of 
 distributing the profits, according as they are paid 
 over as soon as the accounts are taken, which is known 
 as " immediate participation," or are carried over to 
 a reserve, provident, or pension fund (" deferred par- 
 ticipation "), or are partly distributed and partly 
 carried over ("mixed participation"). The last 
 method unites the advantages of the two former, and 
 is consequently, in the large majority of cases, the 
 best to adopt. The peculiar circumstances which 
 occasionally render one of the other forms preferable 
 are mentioned later,* when we shall return to the 
 subject, after considering certain questions which will 
 be likely to affect an employer's decision. 
 
 These are (1) what interest he shall reserve on his 
 capital,! (2) whether he shall admit all his em- 
 ployees to a share in the extra profits, and (3) aow 
 he can most equitably divide the bonus. 
 
 What The first of these questions presents comparatively 
 
 be reserved little difficulty in a long-established business. Taking 
 capital. ^ e resu ]j- O f a considerable number of years, an em- 
 ployer can determine with reasonable accuracy what 
 is the normal rate of profit on his capital. If, there- 
 fore, he makes provision by means of a reserve fund 
 
 * See pp. 1618. 
 
 t This will include, in the case of a private business, allowance 
 for management, risk, &c.
 
 INTRODUCTION. 11 
 
 for maintaining this normal rate in bad years,* he 
 can afford to divide a large part of the surplus among 
 his workmen, and to increase this share in proportion 
 as the reserve fund gets larger, and affords more and 
 more complete security to the employer. 
 
 If, however, the business is of recent growth, and 
 the data for ascertaining . the normal rate of profit 
 are wanting, an employer must be guided in fixing 
 the rate of interest to be reserved by a consideration 
 of the amount of risk involved, the comparative ex- 
 pense and permanence of his plant, and the probable 
 duration of his enterprise. In any case, it should 
 be borne in mind that it is a wiser course to create a 
 substantial reserve fund than to claim too high a 
 rate of interest. By so doing, the maximum stability 
 is secured, in strict accordance with well recognised 
 practice, and the employees are indirectly and with- 
 out curtailment of wages made to share in the losses 
 of bad years, as the reserve fund will, if necessary, be 
 called upon to contribute to payment of the normal inte- 
 rest, which by hypothesis is fixed at a reasonable rate. 
 
 On the second question, it may be observed that what 
 as a rule the higher paid employees are treated on a tbead- 3 
 different footing to the others, though there is a wide mitted to 
 
 . . participa- 
 
 divergence in the practice. Under the old-fashioned tion. 
 method of giving a commission or percentage in addi- 
 tion to a fixed salary, one form of profit-sharing is 
 almost universal in certain classes of business, but is 
 usually restricted to the heads of departments. The 
 opposite extreme is found in the Maison Leclaire, 
 where every one who has worked for the firm, even a 
 single day, receives his proportionate share of bonus. 
 By the regulations of Cassell & Company, Limited, 
 those employees who draw between 300/. and 400/. a 
 
 * See foot-note, p. 35.
 
 12 PROFIT-SHARING. 
 
 year receive only a half share in the provident fund, 
 and those whose salary exceeds 400/. a year are ex- 
 cluded altogether from participation. In the rules of 
 MM. Laroche-Joubert et Cie, a special share of the 
 profits is given to each of the directors and to the 
 heads of departments, and they do not participate 
 in the general fund set aside for employees. This 
 distinction seems to be both wise and reasonable. 
 There is no sufficient reason for excluding the 
 management from a share in the growing prosperity 
 of the concern. At the same time it is well to recog- 
 nise the difference between the functions of the 
 manager and the workmen, and to keep their extra 
 remuneration distinct. 
 
 Then, again, the employees may be admitted to 
 only a partial share at first. Thus, the Paris firm of 
 Ph. Roux and Co. give the workman during the first 
 year a share proportionate to one-third of the amount 
 of his wages ; during the second year two-thirds ; 
 and for the third year a full share.* 
 
 There are also widely differing conditions of par- 
 ticipation, such as a certain length of service, varying 
 from five years downwards, and as a rule required to 
 be consecutive. Sometimes proved efficiency is de- 
 manded. It is clearly wise to require a sufficient 
 period of probation to enable the employer to judge 
 whether the workman is a desirable one to retain in 
 the business. The latest English forms also require 
 a written request by the employee for admission to the 
 benefits of the scheme, and the consent of the em- 
 ployer thereto. Minors are frequently debarred from 
 participation, but this seems a mistake. 
 
 Methods of The third question above suggested is perhaps the 
 thT profits, most difficult problem the employer will have to face 
 
 * Cf. pp. 74, 75.
 
 INTRODUCTION. 13 
 
 if his business embraces several distinct departments ; 
 and only a few hints can be given, within the scope 
 of this work, to facilitate its solution. 
 
 The regulations of the Maison Laroche- Joubert are 
 an instance of careful discrimination of this kind, and 
 will be found, so far as they bear on this point, at 
 pp. 69 et seq. In the scheme of profit-sharing adopted 
 in the Bon Marche at Paris, which is an immense retail 
 store, employing some three thousand persons, there 
 are four different modes in which the employees may 
 participate in the profits of the house. The heads of 
 departments, to the number of over 100, hold shares 
 in the business, largely purchased with the earnings 
 of their bonus in past years. The same class of em- 
 ployees, whether shareholders or not, participate in 
 the profits by receiving a small percentage on the 
 sales made in their respective departments. The 
 inferior employees are provided out of the profits 
 with a retiring fund on completing twenty years' 
 service and fifty years of age (forty-five in the case 
 of women), and with a provident fund, payable not 
 only on completing a certain length of service or 
 reaching a certain age, but also in case of death to 
 their representatives, and, in the event of disabling 
 illness, either wholly or in part to themselves. 
 
 This instance will serve to show the variety of 
 methods in which profits may be shared, where the 
 means of the employer and his generosity are 
 large ; for it should be added that the retiring and 
 provident funds of the Bon Marche were subsidised 
 with enormous sums by its founders, M. and Mme. 
 Boucicault. 
 
 The case of a large engineering business, for which 
 the writer was lately requested to draw up a scheme, 
 may be mentioned by way of further illustration.
 
 14 PROFIT-SHAllIXG. 
 
 One department is occupied in proving and de- 
 veloping patents of outside inventors, either with the 
 object of acquiring them, or of disposing of them 
 to others. Here the efforts of the general staff have 
 no appreciable effect ; the whole will depend on a few- 
 experts, on whose judgment the employer must rely. 
 Such special services as these must he separately 
 considered, and the experts in question be excepted 
 from the general profit- sharing scheme. The rest of 
 the staff of that department may then divide a sum 
 varying with the general prosperity of the business, 
 and based on the footing presently to be mentioned. 
 The other chief departments are concerned with 
 (1) erection and installation, (2) manufacturing, 
 (3) supply, and (4) transport and shipping. In each 
 of these, in gradually lessening degree, the staff have 
 it in their power to swell the profits by foresight and 
 economy of time and material, and should respectively 
 share according to the success of their department. 
 
 As a basis of assessment, the following may be 
 recommended : Let the object of the employer be 
 to give as nearly as possible the same proportionate 
 reward to the members of each class for a similar 
 increase of endeavour, so that the bonus may bear in 
 each case of equal effort the same percentage to the 
 total salary. 
 
 It will, no doubt, require some ingenuity to judge 
 accurately what results represent equal efforts in dis- 
 similar branches ; but, fortunately, the task is ren- 
 dered somewhat easier in practice by the fact that the 
 mutual supervision of profit-sharing employees tends 
 constantly towards securing from each the maximum 
 effort of which he is capable. 
 
 It is remarkable how widely the proportion of the 
 net profits assigned to the employees may differ, and
 
 INTRODUCTION. 15 
 
 yet give them the same average increase on their 
 total yearly wage. 
 
 In certain kinds of business, where the function of Percentage 
 labour is most important, the increase in productive- be < 
 ness will be correspondingly great, and a large per- 
 centage of profits may safely be allotted to the 
 workmen. In others, as in most manufactures, the 
 importance of machinery and of management is para- 
 mount, and therefore a smaller percentage of profits 
 should be assigned. 
 
 Thus, for instance, in the house-painting busi- 
 ness founded by M. Leclaire, the firm has found 
 it practicable to give 75 per cent, of the profits 
 to their workmen, so little does the price of ma- 
 terials count for as contrasted with the talent of 
 the employee, and so select, as a body, are the per- 
 sons employed. On the other hand, the Compagnie 
 d' Assurances Grenerales de Paris gives only 5 per cent, 
 of the profits to its employees. Here the importance 
 of labour is very small compared to the immense sums 
 dealt with. Again, in the firm of Billon et Isaac, of 
 Geneva, musical box manufacturers, 50 per cent, of 
 the profits is divided among the workmen. Yet, in 
 spite of these widely differing proportions, the result 
 has been, says M. Billon, to give the employees about 
 the same average increase on their salary in each case, 
 viz., from 18 to 20 per cent, during the years which 
 he has taken as the basis of comparison. This added 
 percentage, and not the actual amount received, is 
 the true test of the improvement in the employees' 
 condition.* 
 
 Having settled what amount to reserve as interest Method of 
 on his capital, who are to be the participants in the ^th^ne 
 
 bonus. 
 
 * See further, on this point, Miss Calkins' pamphlet, " Sharing 
 the Profits," pp. 23 ct seq.
 
 16 PROFIT-SHARING. 
 
 bonus, and what is to be the amount allotted to them, 
 the employer has now to decide how to deal with the 
 share of profits assigned to the employees. 
 
 This, as has been already stated, may either he 
 entirely paid over at once, or entirely reserved to form 
 a pension or provident fund, or partly distributed 
 and partly carried over. The latter plan, except in 
 the United States, is daily growing in favour ; and, 
 indeed, there is good ground for believing that the 
 neglect to reserve some portion of the bonus has been 
 the chief cause of failure in early profit-sharing ex- 
 periments in this country.* It is not easy to see 
 why American employers prefer, as a rule, the former 
 method, in the face of the adverse judgments of all 
 authorities on profit-sharing, unless it be that, owing 
 to the migratory character of labour, an accumulating 
 pension fund offers no attraction to their employees. 
 Mr. Gilman, who is an American writer, suggests! 
 as reasons for the prevalence of the system of imme- 
 diate distribution in that country, that employers 
 prefer to respect the individuality of their workmen, 
 and also that regulations for compulsory thrift are less 
 necessary there, as savings banks have had greater 
 vogue in the United States than in European coun- 
 tries ; but these explanations seem scarcely adequate. 
 
 Mr. Bushill's standard form, which is given with 
 very slight modifications at pp. 33 ct seq., and seems 
 of late to have met with wide approval among 
 English employers, is a combination of the two 
 methods and unites the advantages of both. The 
 regulations of Messrs. Clarke, Nickolls and Coombs, 
 Limited (pp. 77 et seq.), are a specimen of immediate 
 
 * See on this, p. 31. 
 
 f "Profit-Sharing," p. 411.
 
 INTRODUCTION. 17 
 
 participation, and those of the Compagnie d' Assu- 
 rances Grenerales de Paris (pp. 84 ct seq.), which I 
 have taken from Mr. Sedley Taylor's book, of the 
 wholly deferred system. 
 
 It is certainly not wise to begin by making no 
 immediate cash distribution ; until habits of thrift 
 have grown up among the workpeople, a remote 
 benefit will have very little effect in stimulating them 
 to extra energy. In the regulations of M. Grodin, 
 however, a system of investing the bonus in shares 
 for the benefit of the employees has, after many years 
 of cash distribution, been substituted for cash pay- 
 ment, showing the effect of profit-sharing in develop- 
 ing the intelligence and foresight of the employees. 
 
 The usual method of deferment is to carry a pro- 
 portion, varying from one-fourth to three- fourths, of 
 the employee's yearly share to a separate account in 
 the workman's name, payable to him on attaining a 
 certain age, say from 50 to 65 (and in the case of a 
 female five or ten years less), or on the completion of 
 a certain number of years of service in the same 
 employ (see Forms, pp. 41, 46). If one considers the 
 true interests of the workman as the great object in 
 view, there can be little doubt that the provision of a 
 fund for his maintenance in old age, and some safe- 
 guard against his natural tendency to spend at once 
 all that comes to hand, is one of the wisest that can 
 be devised, and the most sure to strengthen the tie 
 that attaches him to the business in which he is 
 employed. This latter consideration has, in some 
 cases, been the chief object of the employer in intro- 
 ducing a system of profit-sharing, and the result has 
 usually been found entirely satisfactory. 
 
 M. Alfred de Courcy, the managing director of
 
 18 PROFIT-SHARING. 
 
 the Compagnie d'Assurances Generales de Paris above 
 mentioned, who has practised this plan for over forty 
 years, having been one of the first to advocate it, 
 bears emphatic testimony to its efficacy in counter- 
 acting the natural tendency of employees to be 
 tempted from the company's service by promises of 
 higher pay. It is, therefore, especially valuable to a 
 business in which secret processes are used. 
 
 Another advantage accruing from its adoption is, 
 as pointed out by H. de Courcy, that it facilitates 
 the retirement of employees who are incapacitated by 
 age for profitable work. 
 
 If there is no special reason for desiring to prevent 
 workmen from leaving, the wisdom of deferring the 
 bonus must depend largely on the general status of 
 the employees. On the one hand, they may belong 
 to a class which needs no special inducement to thrift ; 
 in which case they may well be trusted with the 
 disposal of the entire bonus ; or, at the other end of 
 the scale of intelligence, they may be so short-sighted 
 and suspicious that nothing but an immediate benefit 
 will have any effect in stimulating them to increased 
 efforts. This need not, however, entail the imme- 
 diate distribution of the whole fund; and there is 
 ample evidence that the method of paying the imme- 
 diately distributable bonus into a savings bank 
 account has a remarkable effect in promoting thrift. 
 
 Security of Scarcely as much attention has yet been devoted to 
 fund! de b the question of the security of the workmen's provi- 
 dent fund as the subject seems to warrant. As a 
 rule it has been left in the employer's hands as part 
 of his trading capital, or, in the case of a company,
 
 INTRODUCTION. 19 
 
 the fund has been invested in its shares. If, as 
 generally happens, these are shares specially issued 
 in respect of bonus, the effect is to put the bonus back 
 into the concern. In both cases, therefore, the safety 
 of the fund depends on the solvency of the business. 
 
 This is palpably an undesirable feature in a fund 
 which is intended to ensure the means of subsistence 
 to the workmen in old age, and some change in the 
 practice should, it is suggested, be made. 
 
 This may be effected in several ways. (1) The 
 amount exposed to risk may be limited by providing 
 that only a stated proportion of it, or that no more 
 than a certain amount, shall be invested in the 
 business ; or (2) security may be given by the em- 
 ployer, as in Mr. Bushill's case (see clause 19, p. 49) ; 
 or (3) it may be forbidden to invest the fund in the 
 business at all.* 
 
 The first course above suggested seems to be the 
 best, and is adopted in many Continental schemes of 
 profit-sharing. 
 
 It would not be practicable in many cases for an 
 employer to give collateral security for the fund, as 
 this would require him to possess a considerable 
 capital besides that invested in his own undertaking. 
 On the other hand, to allow none of the fund to go 
 into the business would defeat not only the reason- 
 able expectation of the employer that a certain 
 proportion of the bonus voluntarily allotted to his 
 employees should be left in his hands, and thus con- 
 tribute to the stability of the concern, but also the 
 natural wish of the workmen in many cases to 
 identify their interests more closely with those of the 
 house. And, further, it seems wiser to invest each 
 
 * See also Art. C, p. 78.
 
 20 PROFIT-SHARING. 
 
 year a proportion of the deferred bonus in other 
 securities, than to fix a limit to the amount left in the 
 business, which might not be reached for some time. 
 In this way, if meanwhile the worst should come to 
 the worst, the whole will not be lost. 
 
 The advisability of making some change in this 
 practice will be still more evident when we consider 
 how undesirable it is to expose an employer to the 
 awkward necessity of having to decide whether his 
 business is declining, and whether the cause is 
 temporary or permanent. If the latter, it would 
 become his unpleasant duty to advise his employees to 
 take the very step which would be certain to accelerate 
 his ruin, by withdrawing the provident fund. To a 
 certain extent he may guard himself against respon- 
 sibility, by following the example of those profit- 
 sharing firms who leave the question of investment, 
 year by year, to a committee on which nominees of 
 the workmen have a majority. Provided that com- 
 mittee be put in full possession of every fact con- 
 cerning the condition of the business which would be 
 likely to influence their decision, no blame would 
 attach to the employer ; but none the less he would 
 be placed in a most unpleasant predicament, and if, 
 as would not be improbable, the workmen decided to 
 stand by the house, they would after all be exposed 
 to precisely the risk which it is so desirable to avoid. 
 
 In the case of a company the situation is somewhat 
 different. On the one hand, the workmen have a 
 constant index, by the market value of their shares, of 
 the position of the concern in the estimation of the 
 public, and the yearly balance-sheets also give them 
 full opportunities of knowing the state of affairs ; but 
 on the other hand, if the normal dividends are large, 
 there is an inducement to run a risk, which is absent
 
 INTRODUCTION. 21 
 
 where the fund is left in the hands of a private 
 employer, for here a moderate rate only, 4 or 5 
 per cent., is usually allowed. This temptation it is 
 better not to place before them. It should also be 
 remembered that though shares are nominally sale- 
 able at all times, and invested capital can therefore 
 be realized and withdrawn from the business with 
 greater facility than in a private concern, yet in 
 practice it would be found that, at the very moment 
 that the employees deemed it prudent to sell, there 
 would be a general anxiety on the part of other 
 shareholders to do the same, and they could only 
 carry out their intention at a considerable loss. 
 
 It becomes then a question what to do with the 
 balance of the fund. In France it is commonly 
 invested in Government deferred annuities. There 
 will be found on p. 100 details of an arrangement made 
 by Cassell & Company, Limited, for life and accident 
 assurance of their employees by monthly payments ; 
 but this, while facilitating payment of the premiums, 
 is only applicable where the salary is sufficiently 
 large to permit of the premium being periodically 
 deducted by the employer, so as to ensure the neces- 
 sary regularity of payment, and is not feasible where 
 the sum to be invested varies with the profits of the 
 business, and may sometimes be nil.* 
 
 A practicable plan would be to place the balance of 
 the provident fund in some sound security in the names 
 of two or more members of an investment committee 
 representing the workpeople, and, on a workman be- 
 coming entitled by age or length of service, to sell out 
 his share and invest it in an annuity, or if he have a 
 family dependent on him, to pay him the interest on 
 
 * See also the Post Office regulations for insurance and an- 
 nuities, at p. 102.
 
 22 PROFIT-SHARING. 
 
 the fund without power of anticipation, as suggested 
 in the next section, so as to preserve the capital for 
 his family. In some cases a combination of both 
 methods may be the most suitable.* 
 
 Two remaining points arise in connection with 
 profit-sharing which merit separate consideration. 
 These are : 
 
 1. The danger of a partnership being implied 
 
 between employer and employed, contrary to 
 the intention of the parties. 
 
 2. The means of effectually securing the benefit of 
 
 the reserve or provident fund to the employed, 
 by preventing anticipation. 
 
 impiica- In most cases no difficulty is likely to arise over 
 
 partner- the first point ; certainly none, if any of the standard 
 
 between forms are used. But there is an object in briefly 
 
 employer setting out the general rules of law affecting this 
 
 pioyee. matter, in order that persons desirous of formulating 
 
 original schemes of profit-sharing may understand the 
 
 dangers that they have to avoid. 
 
 In the early days of English profit-sharing, a case 
 came under the writer's notice in which the founder, 
 who was also the landlord, had lent his employees the 
 stock and implements to work a farm, debiting them 
 with the value of the property so placed at their dis- 
 posal. The rules were found on examination to con- 
 tain more than one provision which, on the authorities, 
 could only be interpreted as creating a partnership, 
 without limit as to time, between the landlord and 
 his workmen ; the result being that any partner 
 could dissolve the concern at will, and call for his 
 share in the common property to be handed over to 
 
 * See further the notes to rule 8a, p. 42, and pp. 29 ct scq.
 
 INTRODUCTION. 23 
 
 him. It is true that such an instance as this would 
 rarely occur, and that in the ordinary case of profit- 
 sharing between master and workmen the essential 
 features of the partnership relation, other than 
 sharing in profits, would not he found ; hut when 
 the system comes to be applied, as it often is, between 
 the principals of a firm and their heads of depart- 
 ments or managing clerks, if any attempt is made to 
 throw some share of the losses upon the latter, there 
 is great risk of creating a partnership, unless the 
 framers of the scheme are put upon their guard. 
 
 It is an elementary proposition of English law 
 that the right to share profits as such is primd facie. 
 evidence of partnership, even though one of the 
 parties contributes nothing to the common stock and 
 bears no share in the losses ; if there be participation 
 also in loss the presumption is intensified. Again, 
 as against third persons, the mere declaration that no 
 partnership is intended is not sufficient to rebut this 
 presumption, if certain rights are given to the par- 
 ticipants which in natural course they would only 
 have in the capacity of partners. This presumption 
 in favour of partnership may be confirmed or rebutted 
 by certain attendant circumstances which it will be 
 well to consider. 
 
 And first of all amongst those circumstances is the 
 intention of the parties, as shown not so much by 
 what they say as by what they do. This is well 
 illustrated by the case of Ex parte Dclhasse on the 
 one hand, as compared with that of Shaw v. Gait on 
 the other. 
 
 In E.c parte Delhassc (7 Ch. Div. 511), a loan was 
 advanced by Delhasse to Megevand and Schceppi 
 under an agreement by which it was specifically
 
 24 PROFIT-SHARING. 
 
 declared that the advance should not constitute him 
 a partner in the business. He was, however, to 
 receive one-fourth of the profits, in addition to five 
 per cent, interest, and to be liable for one-fourth of 
 the losses. Accounts were to be furnished him 
 quarterly, and he was given a right to inspect the 
 books and, in certain events, to dissolve the partner- 
 ship. It was held in that case that the evident 
 intention was that he should have the benefit of 
 partnership without the liabilities, and accordingly 
 he was declared to be a partner, in spite of the 
 above- quoted declaration to the contrary in the 
 agreement of loan. 
 
 In S/iaic v. Gait (16 Ir. Com. Law Rep. 357), on 
 the other hand, a clerk who was paid by a fixed salary 
 and one third share of the profits, was held not to be 
 a partner, the intention being clearly not to give him 
 any right as a partner, but to interest him in the 
 business. It should be noted also, that in this case 
 it was agreed that the profits should be ascertained 
 from balance-sheets prepared by the employers, ?>.,the 
 clerk was not to have any right of interference or 
 criticism, nor did he bear any share in -the losses. 
 
 It will be seen from these decisions that the real 
 is much more material than the expressed intention 
 of the parties ; and therefore, as it could seldom be 
 seriously argued that in admitting his workmen to a 
 share in the profits an employer intended to make 
 them his partners, the only case in which a partner- 
 ship is at all likely to be implied is, where the par- 
 ticipants are more nearly on an equal footing with 
 the principals. 
 
 To prevent any such implication it will be sufficient 
 to bear the following remarks in mind. First, then,
 
 INTRODUCTION. 25 
 
 it is not necessary that a person should take an active 
 part in the management. Delhasse, in the case above 
 cited, was a dormant partner. So, the mere fact that 
 a person is not held out to the world as a partner is 
 not conclusive ; he may still be a partner as between 
 himself and the other members of the firm, and there- 
 fore, among other consequences, be unable to prove 
 against the firm in competition with the general 
 creditors. But a right to inspect the accounts, to 
 interfere in the management of the business or in the 
 employment of the firm's capital, still more, the owner- 
 ship of a share in the capital, are all priind facie pecu- 
 liar to partners, and it would require very clear evi- 
 dence of a contrary intention to rebut the presumption 
 of a partnership where any of these features exist. 
 
 Another important distinction should be kept in view. 
 If, as a matter of fact, a partnership exists between 
 the parties, it is immaterial whether a man holds 
 himself out to the world as a partner or not ; he is 
 equally liable in either case. But if as a fact there 
 is no partnership, then nothing can make him liable 
 except his holding himself out, or allowing other 
 persons to hold him out, as a partner ; and any such 
 holding out which is contrary to fact, or any pretence 
 that he is a partner when he is not, can have no effect 
 upon the rights and liabilities of the real partners, 
 though it may render the person making such mis- 
 representation as liable to those who act upon his 
 statement as if it were really true. The bearing of 
 this on any unfounded claim by a participant to 
 partnership rights, where none were intended, will be 
 obvious. 
 
 The above remarks on the law of implied partner- 
 ship are rendered all the more necessary by the 
 
 R. c
 
 26 PROFIT-SHARING. 
 
 existence in some quarters of an erroneous impression 
 that the Act of 1865, known as Bovill's Act (28 & 
 29 Yict. c. 86), enabled a loan to be made with safety, 
 even when accompanied by provisions only to be 
 found between partners. 
 
 Bovill's Act has lately been repealed by the Act 
 
 Partner- of 1890, which codifies the law of partnership (53 & 
 
 1890. 54 Yict. c. 39) ; but the sections which affect the 
 
 present question have been substantially re-enacted. 
 
 These are as follows : 
 
 " In determining whether a partnership does or 
 does not exist, regard shall be had to the following 
 rules: 
 
 (1) Joint tenancy, tenancy in common, joint pro- 
 
 perty, common property, or part ownership 
 does not of itself create a partnership as to 
 anything so held or owned, whether the 
 tenants or owners do or do not share any 
 profits made by the use thereof. 
 
 (2) The sharing of gross returns does not of itself 
 
 create a partnership, whether the persons 
 sharing such returns have or have not a joint 
 or common right or interest in any property 
 from which or from the use of which the re- 
 turns are derived. 
 
 (3) The receipt by a person of a share of the profits 
 
 of a business Is primd facie evidence that he is 
 a partner in the business ; but the receipt of 
 such a share, or of a payment contingent on 
 or varying with the profits of a business, does 
 not of itself make him a partner in the busi- 
 ness : and in particular 
 
 * * * * 
 
 (b) A contract for the remuneration of a
 
 INTRODUCTION. 27 
 
 servant or agent of a person engaged in a 
 business by a share of the profits of the busi- 
 ness does not of itself make the servant or 
 agent a partner in the business or liable as 
 such : 
 
 * * * * 
 
 (d) The advance of money by way of loan 
 to a person engaged or about to engage in 
 any business, on a contract with that person 
 that the lender shall receive a rate of interest 
 varying with the profits, or shall receive a 
 share of the profits arising from carrying on 
 the business, does not of itself make the lender 
 a partner with the person or persons carrying 
 on the business or liable as such. Provided 
 that the contract is in writing, and signed by 
 or on behalf of all the parties thereto." 
 It will be observed that in each of these clauses 
 the words " of itself " occur. The meaning to be 
 attributed to them is, that if none other of the cir- 
 cumstances indicating partnership are present, no 
 partnership will be implied from the mere participa- 
 tion in profits ; but the Act in no way renders it less 
 important to avoid introducing provisions, such as 
 have been pointed out above, which are peculiar to 
 the partnership relation. 
 
 It may, however, in some cases be the wish of the Admission 
 employer to give his employees the opportunity of pioyees to 
 holding capital in the business, and of thus partici- of capital. 
 pating directly in the losses, but without taking any 
 part in the management. 
 
 In France this can be done in a private firm by Partner- 
 means of what is called partnership " en commanditc" comman- 
 c 2 dite -
 
 28 PROFIT-SHARING. 
 
 which enables a sleeping partner, or person not 
 actively assisting in the management, to hold a share 
 in the capital with a liability limited to that share, a 
 position very analogous to that of a shareholder in a 
 limited company. Under English law this is not 
 possible, and the only method of bringing about the 
 result is to convert the business into a limited concern 
 under either the Companies' Acts or the Industrial 
 and Provident Societies Act, 1876 (as to which see 
 pp. 112 ct scq.}. There exists, however, in many per- 
 sons' eyes a serious objection to so doing in the necessity 
 for publishing accounts, which destroys the privacy 
 of the business, and to some extent the independence 
 of the management. It is, therefore, to be regretted, 
 from the point of view of profit-sharing, that our 
 legislature has not thought fit to introduce this form 
 of limited liability into partnership. It should be 
 noticed, in connection with schemes under the Indus- 
 trial Societies Act, that it is possible by means of 
 "fundamental" rules so-called to secure the continu- 
 ance of the management in the hands of the founder 
 -or his nominee.* 
 
 The rules of Messrs. Clarke, Nickolls & Coombs, 
 lid., given at pp. 77 et scq., are an interesting 
 instance of a profit-sharing scheme, which was 
 avowedly started in the hope that ultimately, as in 
 the Maison Leclaire, the management might pass into 
 the hands of the workpeople. It will be evident 
 that this development would be easier in some busi- 
 nesses than others. The company in question is in 
 the confectionery trade, and it is to be remarked that 
 
 * See Special Rule IX. of the Rules of William Thompson & Sons, 
 Limited, post, p. 117, and as to fundamental rules, see p. 112.
 
 INTRODUCTION. 29 
 
 the present managing directors have themselves been 
 workmen.* 
 
 The second point ahove mentioned as deserving Protection 
 special consideration is the protection of the re- ^dent" 
 tiring or pension fund from creditors or assignees fun ?-A 1 r s m 
 of the employee. One reason, at any rate in this 
 country, why this matter has escaped attention may 
 be that there are very few cases in which the work- 
 men's shares have reached any considerable figure, as 
 most existing schemes date back only a few years. 
 On the Continent, however, individual employees' 
 shares have frequently amounted to some hundreds of 
 pounds.! It might thus easily occur that a work- 
 man would be tempted by temporary pressure, or by 
 the money-lender, to raise money on the reversion of 
 his share in the deferred fund. To prevent this, and 
 thereby secure one of the chief objects of the defer- 
 ment, some provision should be made in the rules 
 negativing his prima facie right to anticipate or part 
 with the reversion. 
 
 In one or two English schemes a rule is to be found 
 which states that the share is incapable of assignment ; 
 but this statement alone would probably have no legal 
 effect, unless accompanied by some provision stating 
 what should happen in case of any attempted aliena- 
 tion or anticipation by the employee, and giving the 
 employer or other persons in whose names the money 
 may be invested a power to withhold payment, or 
 otherwise devote the fund so as to secure the desired 
 benefit for the workman. 
 
 * Board of Trade Report on Profit Sharing, 1891. 
 t See introductory note, p. 84.
 
 30 PROFIT-SHARING. 
 
 Such a clause will be found at p. 56. It is framed 
 on the analogy of that usually inserted in marriage 
 settlements, where the fund is settled on the bene- 
 ficiary by a third person. The clause provides that 
 in case of the bankruptcy of the employee, or of any 
 attempt by him to anticipate, or in other words to 
 raise money upon the expectation of, his share in the 
 deferred fund, the employer shall have the right 
 either to forfeit the share for the benefit of the 
 other participants in the deferred fund, or to apply 
 the fund, or the income of it, in his discretion, for 
 the benefit of the employee or his wife and family. 
 
 This well-known expedient is based upon the com- 
 mon sense consideration that the donor of a fund 
 may impose what restrictions he pleases upon its 
 enjoyment, and that if he desires to provide for the 
 old age of his workmen, he is entitled to prevent them 
 from depriving themselves of this benefit, even 
 though they might secure a temporary advantage by 
 so doing. The result, therefore, of any attempt by 
 ihe creditor to take possession of the fund in a court 
 of law is immediately to give the employer a power 
 to apply the fund for some other purpose, and thus 
 render the security worthless to a money-lender. It 
 is necessary, in order to carry out this arrangement 
 in accordance with legal doctrine, that the fund shall 
 at no time belong absolutely to the workman, but 
 continue theoretically liable to entire forfeiture, so 
 far as his interest is concerned, on alienation or 
 bankruptcy; though in practice this provision is only 
 taken advantage of to secure him more effectually 
 the benefit of the fund, according to the original 
 intention of the employer. This is, moreover, quite 
 consistent with the regulations in vogue with regard
 
 INTRODUCTION. 31 
 
 to forfeiture, and only extends in form their operation 
 to a later date. 
 
 With a few words on the causes which have brought Causes of 
 
 failure in 
 
 ahout the failure of some well-known profit-sharing profit- 
 experiments this introductory chapter may close, schemes. 
 Mr. Gilman has, in summarising the results of some 
 170 schemes, noted the following as amongst the 
 chief causes of failure : 
 
 (1) Conflicts with trade unions, as in the cases 
 
 of Messrs. Briggs & Co. of the Whitwood 
 Collieries, and Messrs. Fox, Head & Co. 
 
 (2) Uncertainty and variability of profits. 
 
 (3) Over generosity of the employer. 
 
 (4) Socialism. 
 
 (5) Want of intelligence in the workmen. 
 
 (6) Absence of an employees' reserve fund, under 
 
 one or other of its various designations, as 
 Provident, Pension, or Retiring Fund. 
 
 In the writer's opinion, although the opposition of 
 trade unions, and occasionally of other employers, is 
 a serious obstacle, while a low average of intelligence 
 in the workmen is likely to beget suspicion, and to 
 cause considerable disappointment at first to the 
 employer, there has been no source so fruitful of 
 failure as the absence of any provision for withholding 
 from immediate division some share of the allotted 
 bonus. Out of the whole thirty-six cases, twenty-two 
 Continental, eleven American, and three English, 
 mentioned by Mr. Grilman,* in which profit-sharing 
 was abandoned, after an experiment ranging from 
 
 * See his list, "Profit -Sharing," p. 364.
 
 32 PROFIT-SHARING. 
 
 one to six or seven years, only five made a provision 
 for carrying part of the workmen's share to a provi- 
 dent fund. In one of these five, the system was 
 abandoned owing to the death of the employer who 
 had initiated it. In another case the employees were 
 made to share directly in the losses of the business. 
 In a third, deferment was not compulsory.* 
 
 Out of one hundred and thirty-five instances of 
 existing participation mentioned by Mr. Oilman, 
 exclusive of American cases, which number twenty- 
 two, only twenty-four are stated to be dividing the 
 whole profits at the end of each year, and of these 
 four or five have pension or aid funds, independent 
 of their profit-sharing regulations, or give shares to 
 the workmen. 
 
 There may be special reasons, such as the need of 
 securing the confidence of the workmen, for adopting 
 a system of immediate payment ; but it should be 
 sufficient to distribute a part only of the bonus in 
 cash, and, as a general rule, it must be held that an 
 employer sacrifices one of the most valuable features 
 in profit-sharing, and a provision which most con- 
 duces to the stability of his scheme, if he neglects to 
 withhold some portion of the workmen's bonus and 
 accumulate it as a provident or pension fund for their 
 benefit. 
 
 * It should here be mentioned that in nine cases out of the 
 thirty-six, profit-sharing, though discontinued, was admitted by 
 the employers to have been successful.
 
 GENERAL FORM. 33 
 
 EULES FOE MIXED PAETICIPATION BY 
 PAETLY IMMEDIATE AND PAETLY 
 DEFEEEED PAYMENTS.* 
 
 1. From, and after the of , 18 , the sur- Method 
 
 plus (if any) of the clear profits of the business beyond sharing." 
 such definite sum as is for the time being reserved to 
 the firm for their own benefit (a) (hereinafter referred 
 to as the "reserved limit") shall be divided into two 
 equal parts : one thereof to be distributed (not of legal 
 right but gratuitously (6) ) as a bonus to the employees 
 in the manner defined by these rules, and the other to 
 be retained by the firm. 
 
 (a) The usual method of settling the amount to be divided 
 is, in English forms of profit-sharing, that here given. The 
 excess over the reserved limit may be determined either 
 yearly or at the end of some other stated period ; as a rule, 
 it is at the end of the financial year. Another method of 
 arriving at the amount divisible is to give the employees a 
 percentage of the whole net profit ; this plan is suitable in 
 the case of a rapidly growing business. The form would 
 then be : 
 
 la. From and after the of , 18 , 
 
 per cent, of the net profits of the business will be dis- 
 tributed gratuitously as a bonus to the employees in 
 the manner defined by these rules. 
 
 Companies usually adopt the first form; but as there is no 
 question or possibility of concealing the amount reserved to 
 the proprietors, the form is modified as follows : 
 
 lb. After paying all salaries, making allowance for all 
 debts and liabilities, and such provision for deprecia- 
 tion and reserve fund as the company may think fit, 
 paying interest on debentures, dividend on preference 
 shares, and a dividend at the rate of per cent, on 
 
 * Modelled on the rules of Messrs. T. W. Bushill & Sons, Manu- 
 facturing Stationers, Coventry, which were framed by Mr. T. W. 
 Bushill, with the assistance of Mr. Sedley Taylor and Mr. Thomas 
 Browett, of Coventry. 
 
 c 5
 
 34 PROFIT-SHARING. 
 
 the ordinary capital of the company, any balance of 
 
 profit remaining will be divided into parts, of 
 
 which shall belong to the ordinary shareholders, 
 
 and go to augment their dividend, and the other 
 
 shall belong to the share allotted to the employees.* 
 
 In M. Godin's establishment at Guise a charge of 10 per 
 cent, on the value of the stock and plant and of 5 per cent, on 
 that of the land and buildings is made for depreciation; then 
 5 per cent, is deducted for interest on capital ; third, a certain 
 amount for the educational work connected with the house ; 
 and fourth, a sum equal to 2 per cent, of the wages and 
 salaries of the year for the benefit of the pension fund. The 
 remaining net profits are divided as follows : 25 per cent. 
 to reserve fund, 25 per cent, to management, and 50 per cent, 
 is divided between wages and capital, in the proportion borne 
 by the wages to the interest paid on the capital for the year.f 
 
 Perhaps, as Mr. Gilman suggests, the most logical method 
 is to look on a moderate interest on capital as part of the 
 working expenses, and to distribute the profits, after carrying 
 a reasonable amount to reserve, between capitalist, manage- 
 ment and labour, in proportion to the relative amounts of the 
 capital, salaries and wages, inasmuch as all three contribute 
 to making the profits. 
 
 In the case of the South Metropolitan Gas Company, the 
 principle of the sliding scale which governs their shareholders' 
 dividend has, by a device as natural as it is felicitous, been 
 extended to the employees' bonus. By Act of Parliament 
 the shareholders are allowed to receive an additional dividend 
 of (5s.) per cent, for each reduction of Id. per 1,000 feet. 
 Under the profit-sharing regulations the workmen are given 
 an extra 1 per cent, on the total of their year's wages for 
 every Id. reduction . below 2s. 8d. per 1,000 ft. This, at the 
 price of 2s. 3d., which prevailed at the time of the introduc- 
 tion of the scheme in 1889, amounted to a minimum dividend 
 of 5 per cont. on their wages so long as the price of gas does 
 not increase. 
 
 In some instances it is provided that the amount to be dis- 
 tributed is to be settled yearly by the employer, after deduct- 
 ing interest on capital, depreciation, and the like expenses. 
 This, which is sometimes called indeterminate profit-sharing, 
 is not a method that can be recommended, as it gives a 
 handle to opponents of the scheme to accuse the employer of 
 unfair dealing towards his workpeople, or of exploiting them 
 for his own advantage. 
 
 It may, however, occasionally happen, especially in a 
 
 * See Art. 3, p. 78. 
 t See also p. 15, ante.
 
 GENERAL FORM. 35 
 
 newly founded business, that an employer does not possess 
 sufficient data to enable him to settle any percentage before- 
 hand ; and it is certainly preferable that he should introduce 
 an indeterminate scheme as an experiment, than that he 
 should have to alter his percentage to the disadvantage of 
 the employees at the end of the first year's course, or be 
 deterred from introducing profit-sharing altogether. And, 
 indeed, it is quite conceivable that in the result the employees 
 might benefit by the discretion left to the employer, as in a 
 bad year he might content himself with a less profit than he 
 had originally proposed to reserve, rather than disappoint his 
 workpeople by declaring no bonus. To be perfectly equit- 
 able he should consider, in such case, not so much the actual 
 amount of profit as the effect of the extra efforts of the 
 employees in mitigating the result of the decline in trade. 
 Some such consideration as this may explain why indetermi- 
 nate profit-sharing continues to be practised in so liberal an 
 establishment as the Bon Marche at Paris, and in some forty 
 other business houses. 
 
 A form of indeterminate profit-sharing will be found at p. 65. 
 
 (i) Some words such as those in brackets are wisely intro- 
 duced into every set of profit-sharing rules, so as to maintain 
 the employer's right to impose such restrictions as he may 
 think fit, and to prevent as far as possible the risk of subse- 
 quent complaints by the employees against those restrictions. 
 They are clearly incompatible with the notion of a binding 
 contract, and it has been so held in the French courts of law. 
 
 2. The present reserved limit has been communicated The 
 
 confidentially to Mr. , chartered accountant, and Limit." * 
 
 will not be altered for the first three years if the scheme 
 so long subsists (a). Thereafter it may be raised or 
 reduced by the firm, but (unless altered during the month, 
 of in any year) (&) not so as to affect the distribu- 
 tion of profits for the financial year current at the time 
 of the alteration. Notice of any alteration will be given 
 to the employees in such, manner as to let them know 
 liow far such, alteration would have affected the last 
 preceding distribution had it then been in force (c). 
 
 (a) It is usual to insert some limit of time two years as a 
 rule being the minimum during which the experiment shall 
 be tried. 
 
 * A reserve fund, analogous to that commonly made by com- 
 panies for equalising dividends, can be created by a private 
 employer under this scheme. Cf . r. 5, p. 66, and Art. 3, p. 78.
 
 36 
 
 PROFIT-SHARING. 
 
 An intimation should, if possible, be given to the employees 
 when starting a scheme, stating what bonus will be forth- 
 coming under the reserved limit adopted, assuming the pro- 
 fits for the ensuing year to equal those of the last. 
 
 (t) It is common and advisable to provide that any altera- 
 tion shall only affect the ciirrent year, if made during the 
 first month of the financial period, be it a year or half year, 
 for which the accounts are to be taken. 
 
 (c) This provision is of doubtful value. 
 
 Account- 
 certificate. 
 
 3. The accounts of the firm will be audited each year 
 ^)y a chartered accountant, who will certify to the em- 
 ployees the bonus (if any) to which they are entitled. 
 
 In some cases a certificate is provided for only if the 
 profits do not exceed the reserved limit. In others the bonus 
 is calculated by the employer himself upon the net profits 
 shown by the auditors' account (see rule 10, p. 67). Where 
 the audit is annual, power is sometimes taken to have an 
 interim audit, if it should be desired to give a half-yearly 
 bonus. The rule is not required in the case of a company, 
 as the ordinary accounts suffice ; and has not been used in 
 cases where the profit depends upon the result of a single 
 contract. If it is thought desirable, the employees or their 
 committee may be given the option of selecting their certify- 
 ing accountant, and his remuneration may be defrayed out 
 of their share of the profits. 
 
 Qualifica- 
 tion for 
 profit- 
 sharing. 
 
 Qualifica- 
 tion for 
 profit- 
 sharing. 
 
 4. The employees entitled to share in the profits for 
 any financial year are such, only as were employed at 
 the commencement of such year, and have furnished a 
 request to be entered on the list of profit- sharers. The 
 acceptance of the terms herein offered is not to be in 
 any way a condition of employment or of promotion. 
 Profit-sharers will be free to become or remain members 
 of any trade or friendly society (). 
 
 An alternative form is as follows : 
 
 4a. The employees entitled to share in the profits 
 for any financial year are such only as at the commence- 
 ment of such year on the of were members 
 
 of a sick fund approved by the firm [or directors], and 
 have on or before that date delivered to the firm a certi-
 
 GENERAL FORM. 
 
 ficate or other satisfactory evidence of age (&), and a 
 request to be entered on the list of profit-sharers, and 
 have been so entered with the consent of the firm(c). 
 
 (a) In the rules of Mr. Kobort Martin, Crown Printing 
 Works, West Hartlcpool, the last paragraph runs thus : 
 
 Profit-sharers will be free to become or remain 
 members of any friendly society, but must be members 
 of their trade society. 
 
 The rules of the South Metropolitan Gas Company 
 stipulate that no participant shall be a member of the Gas 
 Workers' Union ; but the circumstances in that case were 
 exceptional, as public interests were at stake ; and the union 
 having threatened to declare a strike, the company decided, 
 for a time at any rate, not to employ any men who were 
 under its orders. From the latest accounts the scheme is 
 giving great satisfaction both to the company and its 
 employees, and perfect confidence is restored.* 
 
 As a general rule a stipulation of this kind, like the strike 
 clause (given in the notes to rule 10), had better be omitted. 
 Profit-sharing is not antagonistic to trade-unionism, and 
 should endeavour to conciliate rather than oppose it. 
 
 A provision sometimes inserted is as follows : 
 In no case will an employee be eligible for any 
 benefits should he be under notice to leave, have given 
 notice to leave, or have left the employment of the firm. 
 
 (6) The condition precedent of participation is, generally, 
 previous employment in the same service for from one to 
 seven, or even ten years, where large pensions are paid ; in a 
 few instances employees are admitted at once to a share ; this 
 however is exceptional. The age of admission varies from 
 fifteen years upwards ; but, as a rule, it is required that the 
 participant shall be adult before he is entered on the list. 
 
 Occasionally, though less often in this country than abroad, 
 apprentices and lads of fifteen or sixteen are admitted to a 
 share, but a larger proportion of their bonus is carried to 
 reserve. There certainly seems to bo no adequate reason for 
 excluding any employee, even though a minor. 
 
 In some of the French schemes, as e. g. the Maison Leclaire, 
 a casual workman is admitted to a share in the bonus propor- 
 tionate to the wages he has earned during the year. (See also 
 rule 51, p. 159.) 
 
 The following rule is sometimes used, excluding from par- 
 
 * Letter of the chairman of the company to the author. 
 
 37
 
 38 PROFIT-SHARING. 
 
 ticipation employees receiving more than a stated rate of 
 wage, unless specially excepted : 
 
 The highest rate of wages on which a bonus shall be 
 
 paid shall be taken as a week. The firm reserve to 
 
 themselves the right to pay any premium or bonus to 
 any general foreman or manager who may be employed 
 by them, and who may not be on the list of profit- 
 sharers.* 
 
 A diminishing scale of bonus may also be applied to the 
 higher salaries ; or foremen and managers may be treated on 
 a different principle. An elaborately devised scheme for 
 apportioning the profits will be found in the regulations of 
 the Maison Laroche-Joubert, given at p. 69, post. 
 
 (c) This provision, requiring the consent of the employer, 
 is valuable from a legal point of view. 
 
 In the regulations of companies it is sometimes provided 
 that the participant must be a shareholder, or have been one, 
 for a certain period. Some rules require that the previous 
 qualifying service shall be "consecutive" or "continuous." 
 In that case the following provisions may reasonably be 
 inserted : 
 
 The calling out of reserve or militia men will not be 
 deemed an interruption of continuous service. Employees 
 must, however, apply to the firm for re-engagement at 
 the earliest possible moment after the date of termina- 
 tion of their service is known to them, and if they fail 
 to do so the firm may hold their service to have been 
 voluntarily discontinued. 
 
 See notes to rule 9, post. 
 
 Other rules provide that the employee must not have been 
 absent more than a certain number of working days without 
 the written sanction of the manager or directors. Where 
 employment is habitually intermittent, it may be stipulated 
 that a participant shall have done so many weeks' or months' 
 work for the house during the year. This enables the 
 employer to exclude incompetent men from participation. 
 
 TJnder the head of " fines," the following rule is sometimes 
 introduced, dealing still more in detail with the question of 
 loss of time by employees : 
 
 If any employee loses 5 hours in any one week, he is 
 to be fined 6d., and 3d. for any further lost time up to 
 
 * Rules of Messrs. Browett, Lindley & Co., of Salford.
 
 GENERAL FORM. 39 
 
 9J hours ; for 10 hours to be fined Is., and 6d. for every 
 additional 5 hours. All such fines to be carried to a 
 fund to be called the Annual Trip Fund, or to be dealt 
 with as the employees may decide among themselves. 
 All such lost time will be booked against each profit- 
 sharer, and the amount of the fines incurred will be 
 deducted from his bonus when distributed. In case of 
 an employee losing time through sickness, he is to send 
 word at once to the men's committee, who will report 
 the circumstance to the firm. The firm will then, if 
 satisfied with the evidence as to illness, suspend the 
 above clause as to inflicting fines. Failing such evi- 
 dence, and except leave of absence has been granted by 
 the firm, all lost time will be booked against the 
 employee. 
 
 Except for the provision as to deduction from bonus, this 
 regulation would be merely a shop rule. 
 
 In the case of schemes which divide the profits on a parti- 
 cular contract, the condition precedent may be made either 
 the earning of a certain sum of wages or the performance of 
 a certain number of hours' work, and compliance with the 
 regulations established by the firm. 
 
 In the case of the South Metropolitan Gas Company, only 
 those who sign the agreement of service are admitted to 
 participate. 
 
 5. The scheme is to continue in force only until the Duration 
 firm give notice to the employees putting an end thereto, 
 
 but such notice, unless given during the month of 
 
 in any year (a), will not take effect until the end of the 
 financial year current at the time it is given (5). 
 
 (a) See note (6) to rule 2. 
 
 (5) Occasionally absolute power to modify or abandon the 
 scheme at any time is reserved, but this is unwise, as the 
 employees may fairly expect reasonable notice of any change. 
 It i.<. however, undoubtedly advisable, if not absolutely 
 essential, to reserve some power of revocation. 
 
 6. The employees' share of profits accruing in each Method of 
 financial year is (subject as hereafter mentioned) to be t ^ n- 
 distributed among them in proportion to their respective 
 salaries or wages at the commencement of such year,
 
 40 PROFIT-SHARING. 
 
 taken for one week, exclusive of premiums, overtime, or 
 other variable allowances (c). In the case of employees 
 who are piece workers, such week's wages are to be 
 arrived at (exclusive as aforesaid) by averaging the 
 wages earned by them during the last month of the 
 preceding financial year (>). In making any year's dis- 
 tribution it shall be permissible to the firm to carry for- 
 ward undivided, to the credit of the employees' share 
 of profits for the following year, any sum which if 
 divided would have given to them less than one week's 
 wages calculated as aforesaid. 
 
 (a) This may otherwise be ascertained as a percentage on 
 the wage or salary earned by the employee during the whole 
 year, or on a particular contract. In this case the words in 
 the first paragraph of rule 9, from "in proportion" to 
 "service" will be omitted. Where the majority of the 
 employees are piece-workers, this is the more suitable form. 
 The South Metropolitan Gas Company gives 1 per cent, on 
 wages for every Id. reduction per 1000 ft. below 2s. Sd. 
 (See p. 34, ante.) Other companies give a percentage on the 
 wages, varying with the dividend. In the Ufton Hill 
 scheme hired labourers, not being members, are given the 
 fixed percentage on half their wages. (See r. 51, p. 159.) Oc- 
 casionally it is provided that the employer or directors shall, 
 at their discretion, divide the employees into classes, each 
 according to his class receiving one or more fractional parts 
 of the fund. 
 
 (&) This clause would, of course, be inapplicable inmany cases. 
 
 Em ' , 7. (a) If in any year the employees' share of profits 
 reserve should exceed such sum as would, if divided, give them 
 a bonus equivalent to six weeks' wages (that is, 
 six; times the amount of the one week mentioned in 
 Rule 6) the surplus above such sum shall go to form an 
 employees' reserve fund. 
 
 (b) This fund will remain in the hands of the firm, 
 bearing interest at the rate of 4 per cent, per annum, 
 and may be applied, at the discretion of the firm, in aid 
 of a subsequent year's distribution. 
 
 (c) If any such year's surplus should not be so applied 
 within five years of its transference to the reserve fund,
 
 GENERAL FORM. 41 
 
 the same, with interest thereon, shall, at the end of such 
 five years, be allotted to the provident funds of such of 
 the employees as shall then be in the employ of the firm 
 (subject as after-mentioned) under the title "Bonus 
 from Reserve." 
 
 (d) No employee shall be entitled to benefit by any 
 " bonus from reserve " who was not a profit-sharer for 
 the year in which the money to be allotted as reserve 
 bonus was earned. 
 
 (e) The allotment shall be made in proportion to the 
 respective wages or salaries of the employees sharing in 
 the allotment (computed in accordance with Rule 6) for 
 the year in which the money to be so allotted was earned. 
 
 (f) It shall be permissible to the firm at their dis- 
 cretion to allot a "bonus from reserve" at an earlier 
 date than provided for in clause (c) of this rule. 
 
 (g) The accounts of this fund (whenever any monies 
 stand therein) will be audited yearly by a chartered 
 accountant, and submitted (confidentially) to the firm's 
 cashier for the time being. 
 
 The provisions of this rule are unusual, but merit considera- 
 tion. For the purpose of paying yearly insurance or annuity 
 premiums it is most useful to equalise the amount of the bonus. 
 
 A reserve fund is sometimes created by forfeiting the 
 shares of those who leave before the period of division (see 
 Eules, p. 78), or without the consent of the employer, or 
 are dismissed for misconduct (see notes to rule 9). The 
 distribution of the reserve fund is usually left to the dis- 
 cretion of the employer, but sometimes the objects to which 
 it may be applied arc defined, or it is stated in general terms 
 that it is to be used for charitable purposes. 
 
 8. The share of the profits accruing to each employee Treatment 
 (hereinafter called " bonus ") is to be divided into three 
 equal parts ; one of these will be paid over to him within 
 two months of the end of the financial year, and the 
 other two parts will be credited to him in the books of 
 the firm as a provident fund for his benefit. There will 
 be delivered to him a pass book* in which the account of 
 
 * For form, see Appendix.
 
 42 PROFIT-SHARING. 
 
 his provident fund will be entered, and which must be 
 produced when any payment from it is demanded. 
 
 This rule raises one of the most important questions in 
 connection with profit-sharing, and one which has been 
 treated already at length, pp. 16 18. 
 
 The period within which payment must be made ranges 
 from a fortnight upwards after the end of the financial 
 course. The interest which is to be allowed upon the provi- 
 dent fund is provided for by rule 18. 
 
 In the case of participants under age, it is a wise provision 
 to accumulate the bonus until the end of their apprenticeship, 
 when the amount may be paid into the nearest Post Office 
 Savings Bank, to an account opened in the name of the 
 employee. Some employers pay the amount of the cash 
 dividend in every case into a savings' bank account opened by 
 them in the name of the employee. This plan has much to 
 recommend it.* The Morgan Crucible Company go further, 
 and add two and a-half per cent, per annum, or Gd. in the 
 , on the amount of savings up to 20Z. standing to the credit 
 of any weekly employee at the Post Office Savings Bank 
 on the 31st of October in each year. 
 
 If the suggestion made at p. 20 be adopted, that after a 
 certain proportion of the provident fund has been invested 
 in the business, the remainder should be invested in other 
 approved securities, the form might be as follows : 
 
 Treatment 8a. The share of the profits accruing (&c., as in 
 bonus. ru j e g^ an( j k e Q^QJ. wo p ar s ghaii "b e invested as a 
 
 provident fund for his benefit. Of this latter or deferred 
 portion of the bonus, one-half shall be left in the hands 
 of the firm as part of their trading capital, and shall be 
 credited to the employees according to their respective 
 shares in the books of the firm. The remaining half 
 shall from time to time be invested, with the sanction of 
 three-fourths of the Consulting Committee, in the names 
 of two or more of its members (a), in some security other 
 than the business of the firm, unless the firm is willing 
 to give independent security for the same, to the satisfac- 
 tion of three-fourths of the Consulting Committee (J). 
 
 (o) It is better to invest this portion in the names of members 
 of the Committee, as, if it is put into the name of the em- 
 
 * Both the Post Office and most trustees' savings banks will 
 allow trust accounts to be opened with them.
 
 GENERAL FORM. 43 
 
 ployer, he might be hold to be a trustee of the fund for his 
 employees, which would lead to complications, or, if not, it 
 would go to his creditors in case of his bankruptcy. 
 
 (i) In the case of a company, the rule may provide that 
 the reserve standing to the credit of the employee shall be 
 invested in shares of the company, or be accumulated in 
 their books until it suffices for the purchase of a share (see 
 Form, p. 53). The advisability of this rule will depend on 
 whether the business of the company is one in which a 
 number of small shareholders is desirable. 
 
 If provision is made for the purchase of shares by instal- 
 ments, stated periods should be fixed at which shares may be 
 issued, so as to facilitate the calculation and payment of 
 dividend. One of the most recently published schemes advo- 
 cates the issue of debentures rather than shares. This plan 
 has the merit of giving the employees a preference over the 
 shareholders and other creditors in case of a winding-up, but 
 it has the manifest disadvantage that in process of time there 
 will be a large debenture debt, which will prejudicially affect 
 the credit of the business. This might possibly be got over 
 by making the debentures redeemable at the option of the 
 company.* 
 
 9. An employee whose service ends by notice given Employees 
 on either side, by illness, or by death, will be credited e< 
 with a share of the bonus for the financial year in which, 
 his service ends, proportionate to the portion of the year 
 elapsed at the end of the month preceding the close of 
 his service. Any employee leaving under circumstances 
 other than before mentioned shall lose such share of 
 bonus (a). Any sum lost to an employee under this rule 
 does not accrue to the firm, but goes wholly to increase 
 the distribution to the other employees. 
 
 (a) In some cases it is provided that there is no forfeiture, 
 except for damage (as to which see next clause), but no 
 bonus is given for the period, be it a year or half-year, in 
 the course of which the service ends. 
 
 The exemption from forfeiture is sometimes limited to the 
 event of the death of the employee. 
 
 On the general policy of this and the following clauses, it 
 may here be pointed out that bonus and provident fund 
 stand essentially on a different footing. The object of the 
 provident fund, as such, is to secure to the workman, in 
 spite of himself, the means of subsistence in case of his being 
 
 * See special form of bond adopted by Messrs. Tangyes, Limited, 
 at p. 63.
 
 44 PROFIT-SHARING. 
 
 incapacitated by illness or old age. Bonus, on the other 
 hand, so far as it is not agreed to be carried to the provident 
 fund, is understood to be immediately divisible. So far, 
 therefore, as it has accrued at the date of an employee leav- 
 ing his service, it is reasonable that his share of the imme- 
 diate bonus to that date should be paid to him. But there 
 is not the same reason for allowing him to accelerate by his 
 own act the payment of his share in the provident fund. It 
 seems, therefore, wise, as in rule 12, post, to provide that 
 the deferred bonus should be carried to his provident fund 
 account, and kept back from him as long as the rules will 
 allow. Except under rare circumstances, to be decided -with 
 the assistance of the Consulting Committee, this should be 
 paid out to him only in the case of physical incapacity, or of 
 attaining the prescribed limit of age, or length of service, or, 
 in the case of death, to his personal representatives. See 
 rule 15, post. 
 
 Damage or 10. If an employee ceases to be in the service of the 
 mentor " ft 1 u p n or by reason of any act or default on his 
 employee. p ar ^ causing loss or damage to the firm, or is at the 
 time indebted to the firm, his provident fund shall be 
 applied to making good such loss or damage, or to pay- 
 ment of such debt. 
 
 Power is taken occasionally to delay payment instead 
 of forfeiting ; and the rule may state definitely that after 
 making good any loss the balance shall be paid to the em- 
 ployee. Drunkenness or other misconduct may be made a 
 ground of forfeiture (see rules 11 and 12, pp. 67, 68). Also 
 repeated unpunctuality may be punished by forfeiture of a 
 week's bonus or more. The following addition is sometimes 
 made to the rule : 
 
 If the act be embezzlement or felony, his provident 
 fund shall be wholly and absolutely forfeited to the firm. 
 Whenever this rule is called into operation, the circum- 
 stances of the case will be reported to the Consulting 
 Committee formed under rule 20. 
 
 But it is wiser for the employer to renounce any right he 
 may possess, as chief sufferer, to the fine or forfeited sum, 
 and to pay it to the provident fund, his actual loss being first 
 made good. 
 
 A question which has given rise, perhaps more than any 
 other, to difficulties in profit-sharing schemes has been the 
 introduction of a strike clause.
 
 GENERAL FORM. 45 
 
 Two forms of strike clauses that have been, employed are 
 given here, the first of which has worked successfully ; but 
 all writers on profit-sharing, and most of those who have 
 practised it, deprecate the use of any such stipulation, as 
 showing a lack of confidence in the workpeople, and as likely 
 to promote antagonism on the part of trades unions. 
 
 Employees will lose all claim to the benefits conferred Strike 
 on them by these rules if they join in, or in any way ordinary 
 help to organize or promote, trade strikes. Any sum business - 
 that may be lost to employees under this rule will go 
 wholly to increase the amount to be distributed among 
 those who remain faithful to the interests of the business 
 and abide by these rules. 
 
 Another form 
 
 All claim to participate in the profit will be forfeited Strike 
 
 (1) By any who may individually or in combination ^ere 
 
 do anything tending to diminish the profits on profits of 
 the contract by neglecting their duties, miscon- contract 
 ducting themselves, wasting their time, or by are shared - 
 joining any strike for shorter hours, or for 
 wages above the existing recognized rates of 
 wages, on which the tender for the above- 
 mentioned contract was based, whether the 
 strike be general or otherwise.* 
 
 (2) By any one who may do anything tending to 
 
 damage the character of the firm for good and 
 honest work. 
 
 The shares of any men so forfeiting their claims will 
 be added to the shares of the others. 
 
 An objection to the latter clause, quite apart from the 
 general one, is the vagueness of its language, and the diffi- 
 culty of judging of the quantum of injury to the character 
 of the firm arising from any particular act or course of action 
 of the employee. It is certainly undesirable to insert a pro- 
 
 * Compare with this the form used by the New England 
 Granite Works, p. 57.
 
 46 
 
 PKOFIT-SHARING. 
 
 vision of this kind, which might, without greatly straining 
 the language, be turned against the employee with an ap- 
 pearance of hardship. 
 
 With- 11. Subject as hereafter mentioned, no employee 
 
 provident shall be entitled to withdraw any portion of his pro- 
 fund, vident fund. 
 
 With- 
 drawal 
 after 
 leaving. 
 
 With- 
 drawal on 
 attaining 
 sixty-five 
 years of 
 age or 
 complet- 
 ing 
 
 twenty- 
 five years 
 of service. 
 
 12. Subject to Rule 10, if an employee during his life 
 ceases to be in the service of the firm from any cause, 
 he shall remain entitled to his provident fund, but he, 
 or any person claiming from or under him, shall not be 
 entitled to withdraw it until such time as, if he had 
 continued in the service of the firm, he would have been 
 so entitled under Rule 1 3 ; provided, however, that he 
 may be voted earlier payment if the firm and the Con- 
 sulting Committee formed under Rule 20 should be of 
 opinion that exceptional circumstances, existing in his 
 case, make such earlier payment advisable. 
 
 Several firms allow the withdrawal of the provident fund 
 in the case of an employee leaving, but require from three 
 to twelve months' delay before they pay the amount to him. 
 The grounds for refusing the right of withdrawal have already 
 been stated in the notes to rule 9. The cash bonus may also 
 be made liable to repay any debt and make good any loss to 
 the employer in the same manner as the provident fund. 
 ~ In the rules of two firms the provident fund is not carried 
 to individual names, but forms a general benevolent fund 
 administered by the directors for the purpose of relief of sick 
 employees or widows, or of pensioning old workpeople. See 
 rules of Messrs. Clarke, Nickolls & Coombs, Limited, p. 77, 
 on this point. 
 
 13. An employee, on attaining the age of 65, or if a 
 female 55, years, or completing 25, or if a female, 20 
 
 years of continuous service, may on the following 
 
 day of receive his provident fund accruing during 
 
 that period. In reckoning the 25 years, service to the 
 firm or predecessors to the firm commencing at any 
 
 time since the of 18 , is to be included, but 
 
 not service while tinder the age of 21 years (a). Any 
 such employee, notwithstanding that he has received
 
 GENERAL FORM. 47 
 
 his provident fund, "will, if he. continues in the service of 
 the firm, have, as to future bonuses and otherwise, the 
 benefit of and be subject to these rules (6). 
 
 (a) Tliis limitation appears open to question. 
 
 (6) The age at which an employee may receive his pro- 
 vident fund varies from 50 to 70 for men, and from 45 to 65 
 for women, and the length of service from 20 to 25 for men, 
 and 15 to 20 for women.* 
 
 14. A female employee leaving the service of the firm \vith- 
 on her marriage may claim immediate payment of her drawa ^ "* 
 provident fund. marriage. 
 
 This form is rare, but seems advisable. 
 
 15. In the event of the death of an employee, his With- 
 provident fund will be paid to his legal personal re- j^T^ m 
 presentatives. death. 
 
 The power is sometimes given to the employer to decide 
 to whom the share of the deceased employee is payable. This 
 is desirable, as in many cases the sum left by a workman is 
 so small that, even if he has made a will, it is not worth while 
 for his executors to prove it, and he is much more likely to 
 have died intestate. Much expense and trouble may there- 
 fore be saved by giving an absolute discretion to the employer. 
 The form in that case generally runs as follows : 
 
 15a. In the event of the death of an employee, the 
 employer [or directors] shall have absolute discretion 
 to decide to whom his share shall be payable as repre- 
 senting him. They shall be allowed a period of 
 
 months for making such payment. 
 
 In the absence of any such provision the Intestacy Act of 
 1890 would govern the case, under which, if there is no issue, 
 the widow takes the whole of an intestate's property up to 
 500L 
 
 16. In every case where an employee or any person 
 claims payment, such claims shall be in writing, and 
 delivered to the firm's cashier for the time being. 
 
 17. If the firm should put an end to this scheme, the Disposal of 
 provident 
 
 * The rule suggested at p. 56 may be here inserted.
 
 48 PROFIT-SHARING. 
 
 f uud if provident fund of all the employees will become payable 
 scheme to them on the day of following. 
 
 discon- 
 tinued, if ] ae scheme is discontinued by the employer, it seems 
 generally taken for granted that the provident fund must be 
 repaid, and the only variation to be found in this rule 
 relates to the length of time allowed for doing so. Bearing 
 in mind, however, what has been said in the note to rule 9, 
 it may be suggested that a power should be reserved to apply 
 the employee's share of the provident fund in insuring his 
 life for a sum payable to him at the prescribed age. Most 
 offices issue a policy by single payment to secure a sum pay- 
 able on reaching a certain age.* The form would then run as 
 follows : 
 
 17a. If the firm should put an end to this scheme, it 
 shall be at liberty to invest the amount standing in the 
 name of each employee, whether in the books of the firm 
 or in other investments, in the purchase of a life annuity 
 payable to the employee, if a male, after sixty-five, or 
 if a female, after fifty-five, or in insuring the life of the 
 employee for a lump sum payable to the employee, if a 
 male, on attaining the age of sixty-five, or, if a female, 
 on attaining the age of fifty-five. f 
 
 Interest on 18. The provident fund of each employee will, while 
 fund ^ e sarae remains in the hands of the firm, be credited 
 with interest at the rate of 4 per cent, per annum (a), but 
 no interest will be allowed for any fraction of a financial 
 year. The firm may,'if they choose (i), deposit the pro- 
 vident fund of any employee or part of such fund in a 
 savings bank, in which case the amount deposited is to 
 be credited with so much interest only as allowed by the 
 savings bank (c). 
 
 (n) Five or even six per cent, is allowed in some cases. 
 (6) The words "and will on request" may advisably be 
 added here. 
 It is sometimes provided that as soon as the employee's 
 
 * See the Post Office regulations, p. 106. 
 
 t If the sum is small it would not be worth while to purchase 
 an annuity with it, but it might bring in a respectable sum if 
 invested in a life insurance as above suggested.
 
 GENERAL FORM. 
 
 49 
 
 share reaches a certain figure, e.g., WL, the employer may 
 invest it in a named security, or in any manner approved by 
 the consulting committee (if any). 
 
 (c) A useful provision may be added as follows 
 
 Every deposit or investment shall be so made as to be 
 subject to the provisions of these rules. 
 
 If Form 8A be adopted, the rule would run thus : 
 
 The provident fund of each employee, or such part 
 thereof as remains in the hands of the firm, shall be 
 credited, &c. 
 
 19. The firm will give security upon property of ample Security 
 value for all monies from time to time belonging to the 
 
 employees' provident funds, or so much thereof as may fund - 
 be remaining in their hands. 
 
 This provision has only been adopted by one firm as yet 
 (see the notes on this subject at pp. 18 et seq,}. 
 
 20. There shall be formed a consulting committee Consulting 
 under this scheme for the firm to consult with on any cc 
 question affecting any employee or arising under these 
 
 rules on which the firm may desire assistance. Such 
 committee shall consist of - persons selected yearly 
 by the firm from among those holding positions of trust 
 in the business, and - persons selected yearly by the 
 employees. The ultimate decision o every question 
 will nevertheless rest with the firm. 
 
 It is usual to secure a majority to the employer on the 
 committee of management, but it would seem wise to give an 
 equal voice to both parties, and only a casting vote to the 
 employer or his nominee in case of an equal division of 
 opinion. 
 
 Sometimes it is definitely stated, as here, that the ultimate 
 decision rests with the firm. 
 
 21. No employee shall have under these rules either Partuer- 
 
 the rights or liabilities of partnership, nor shall any 8ni P "ot 
 . * created. 
 
 employee intermeddle or be concerned in the manage- 
 
 R. D
 
 50 PROFIT-SHARING. 
 
 ment of the business or the Look-keeping or accounts of 
 the firm. 
 
 This rule is almost universal in cases other than that 
 of companies. In societies under the Industrial and Pro- 
 vident Societies Act, 1876, it is more common to provide for 
 the ultimate management devolving partly on persons 
 nominated by the employees. Several French schemes make 
 this a prominent feature, and in the rules of Messrs. Clarke, 
 NickoUs & Coombs, Limited (p. 79, Art. 12), there will be 
 found a similar provision. 
 
 Giving of 22. Notices or communications to the employees are 
 to be deemed effectually given or made if given or made 
 in writing to the consulting committee formed under 
 Eule 20. 
 
 This clause may be extended to apply to notices by 
 employees. 
 
 Alteration 23. Alterations or modifications of these rules which 
 experience may suggest as desirable may from time to 
 time be made by the firm; but such changes, unless 
 
 made during the month of in any year (a), are not to 
 
 take effect until the end of the financial year current at 
 the time they are made, nor are any such changes to 
 take effect retrospectively, so as to affect the amount of 
 the provident fund of any employee at the time they are 
 made (6). Notice of every such change will be given 
 pursuant to Eule 22. 
 
 (a) See note (6) to Eule 2. 
 
 (I) This limitation should certainly not be omitted, though 
 in many rules it has been. If a retrospective change should 
 be palpably desirable, and works no prejudice to the work- 
 men, it can always be made by mutual agreement. 
 
 In rules under the Industrial and Provident Societies Act, 
 the distinction of certain clauses as "fundamental " is made, 
 and these can then only be altered under special conditions 
 stated in the rules. (See notes, pp. 112-3, and rules, pp. 146 
 and 160.) The articles of a limited company under the Act 
 of 1862 cannot be made fundamental. 
 
 Defini- 24. In these rules, unless there be something in the 
 
 subject or context requiring a different construction, 
 words importing the masculine gender include also 
 females ;
 
 GENERAL FORM. 01 
 
 " Firm " includes the present members of the firm, as 
 also any person or persons succeeding to the business, 
 whether such person or persons shall be the present 
 members, or one or more of them, together with any 
 other person or persons, or of any other person or per- 
 sons only ; 
 
 "Business" means the business of the firm whatever 
 changes may take place in the nature or branches of 
 such business or places where the same is carried on ; 
 
 "Financial year" means the year from the 1st of 
 to the 1st of ; 
 
 "Scheme" includes all relations between the firm and 
 employees under these rules ; 
 
 "Continuous service," as also any analogous expres- 
 sion, means (notwithstanding temporary absences) the 
 whole period during which the relation of employer and 
 employee virtually subsists and there is no dismissal ; 
 
 "Provident fund" includes additions thereto under 
 Rule 7 and interest. 
 
 FORM OF ACCOHXTAXT'S CERTIFICATE TJITDEB EL T LE 3. 
 
 18. 
 I have examined the balance-sheet and profit and loss 
 
 account of Messrs. for the year ending and 
 
 also the wages list for the week , and certify that 
 
 under the rules of the "Profit-sharing Scheme" the 
 
 bonus permits of a distribution of weeks' wages 
 
 for each participant, and that there remains an un- 
 divided balance equivalent to about days' wages 
 
 to be carried forward to the employees' share of profits 
 for next year. 
 
 (Signed) , 
 
 Chartered Accountant. 
 
 D2
 
 PROFIT-SHARING. 
 
 FORM: OF BEQUEST UNDER EULE 4. 
 
 Pass Book No. 
 
 18. 
 
 To Messrs. 
 
 I beg to request you to place my name on the list of 
 profit-sharers, and I hereby agree to accept the rules 
 for the time being of the firm's profit-sharing scheme. 
 
 (Signed) Name (in full) . 
 
 Address (in full) . 
 
 Date of birth . 
 
 This form should be banded in to the firm on or before 
 
 [accompanied by certificate of birth or other satisfactory evidence 
 
 of age].* 
 
 For further forms, see APPENDIX. 
 
 FOEM OF RULES FOR IMMEDIATE 
 PARTICIPATION.! 
 
 Rules 1 to 6 will be the same as in the last form. 
 
 Rule 7. Each employee's bonus shall, within two 
 months of the end of the financial year, be paid into his 
 account at some savings bank, and will then become his 
 absolute property. 
 
 Rule 8. As Rule 9 of last form. 
 
 Rule 9. As Rule 10 of last form, substituting "bonus" 
 for " provident fund." 
 
 Rule 10. As Rule 21 of last form. 
 
 Rule 1 1. As Rule 23 of last form, omitting from " nor 
 are any such changes "to " employee." 
 
 The forms of Certificate and Request will be the same. 
 
 * The words in brackets will be inserted only if the second form 
 of Rule 4 be used. 
 
 t Modelled on Mr. T. "W. Bushill's simplified form. This is a 
 mere outline, to be filled in according to circumstances.
 
 SHARE PURCHASE AND INSURANCE. 53 
 
 EULES FOE SHAEE PUECHASE AND 
 LIFE INSUEANCE. 
 
 The following Eules, applicable in the case of a company, 
 are suggested by a scheme lately published by Mr. Charles 
 Tarling, L.C.C., and deserve serious consideration : 
 
 The amount carried to the credit of each employee in Purchase 
 the provident fund shall accumulate until it reaches the w. j^. 
 sum of 51., interest at the rate of 5 per cent, per annum pioyees. 
 being allowed upon it meanwhile as an advance to the 
 company ; and when it amounts to the said sum of 51. , a 
 fully paid share* shall be allotted to the employee in 
 respect thereof. Provided always, that the directors 
 shall be at liberty to issue shares under this rule at 
 stated periods only, so as to facilitate the grouping of 
 shares and calculation of dividend. 
 
 To facilitate the acquisition by employees of shares* Alternative 
 in the company, they will be allowed to subscribe for 
 shares* at the rate of not less than Is. at a time, such 
 subscriptions to be paid to the company's cashier, and 
 credited by him to the employee's account in a book 
 kept for the purpose. Interest at the rate of 5 per cent. 
 per annum will be credited at the end of each year upon 
 the amount standing to the employee's credit, until the 
 total reaches 51., when a fully paid share* will be allotted 
 to him in respect thereof. 
 
 If an employee be unable to continue his payments Discou- 
 at any time, he shall be entitled to withdraw the amount 
 
 already subscribed by him, and in respect whereof no scriptionby 
 
 . . . employee. 
 
 share* has been allotted, on giving - months 
 
 notice of withdrawal, with interest thereon up to the 
 date of repayment at the rate of 5 per cent, per annum. 
 
 After a share* has been allotted to an employee, he Right of 
 shall have no right of withdrawal, but shall be at liberty 
 
 with his 
 
 * Or "debenture." On the policy of allotting debentures see s 
 note on clause SA, p. 43.
 
 54 
 
 PROFIT-SHARING. 
 
 Eight of 
 employee 
 share- 
 holders to 
 appoint 
 directors. 
 
 to deal with his share* in all respects like an ordinary 
 shareholder-! 
 
 The employee shareholders! shall be entitled to appoint 
 one director for every 5,0007.J of shares up to 20,0007. 
 held by them in the company. If the capital of the com- 
 pany at any future time exceed 100,0007., then the said 
 sum of 5,0007. shall be raised in proportion, so that it 
 may continue to represent one-twentieth part of the 
 share capital. The number of directors appointed by 
 employee shareholders! shall not exceed four. If at any 
 tirne the number of directors has reached the maximum 
 allowed by the articles of association, one of the directors 
 not appointed by the employee shareholders! shall retire, 
 so as to leave a vacancy. The retiring director shall, in 
 default of agreement, be chosen by the votes of the 
 rest of the board voting by ballot. 
 
 Combina- Mr. Tarling also suggests a combination of subscription 
 tion of life f or shares with life insurance, which, seems likely to prove 
 m vjf an u e useful. The system is based on the assumption that the 
 scription company will itself take the insurance risk, the object being 
 for shares, to secure the employee a fully-paid share (here assumed to 
 bo of the value of 51.} in case of his dying before completing 
 his subscription. The conditions precedent are that the 
 employee shall be in good health, when commencing his sub- 
 scription, and that he shall have paid twelve premiums before 
 becoming entitled to a share in case of death. If he should 
 die before making his twelfth payment, his representatives 
 would be entitled to receive back merely the amount paid by 
 him without interest. 
 
 The scale, which Mr. Tarling vouches for as " practical and 
 safe," is as follows : 
 
 Age next birthday 14 to IT 
 18 to 21 
 22 to 25 
 26 to 29 
 30 to 34 
 35 to 39 
 40 to 45 
 
 104 weeks at Is. per week. 
 
 106 
 
 108 
 
 110 
 
 112 
 
 114 
 
 118 
 
 Or the following scale may be adopted : 
 Age next birthday 14 to 20 . . 265 weeks at 6d. per week. 
 
 * Or "debenture." f Or " debenture holder." 
 
 \ These figures are inserted by way of illustration in order to 
 make the intention clear.
 
 SHARE PURCHASE AND INSURANCE. 
 
 The rules for incorporating this scheme might be as 
 follows : 
 
 Any employee certified by a doctor appointed by the Combined 
 company for this purpose as being in good health,* may *&. and" 
 avail himself of a combined scheme of share subscription ^ in - 
 
 1 TC i 11- i surance 
 
 and life insurance at the rates and subject to the con- scheme. 
 ditions following : 
 
 To secure a share of 51. his payments will be as 
 follows \_here would be inserted the table given above]. 
 
 Should the employee die after making twelve weekly Rights of 
 payments, his representatives will be entitled to a fully- represen- 
 paid share of 5L in the company, and the same shall be tatives. 
 forthwith allotted to them, or as they may direct, on the 
 directors receiving satisfactory evidence of their title. 
 
 Should the employee die before making twelve weekly 
 payments, the amount paid by him shall be repaid to 
 his representatives without interest, and they shall have 
 no further claim against the company. 
 
 On the employee completing the number of payments Acquisi- 
 required under the foregoing table, a fully-paid share share by 
 in the company shall be forthwith allotted to him, or as employee. 
 he shall direct. 
 
 Subiect to the control of the directors, an employee Em - 
 
 J , r J ployee's 
 
 may subscribe for any number of shares up to - right to 
 
 at the same time, provided he gives notice of such in- 
 
 tention before commencing his subscription. than one 
 
 Subject to the like control, an employee may pay up .' 
 the first twelve instalments at once or in less than twelve to pay up 
 weeks. in advance. 
 
 If an employee leave the service of the company, he In case of 
 shall be at liberty to continue his subscription towards e 
 purchase of a share, and when the same amounts to 51. 
 a share shall be allotted to him as aforesaid ; but such 
 part of the scheme as relates to life insurance shall 
 cease, and if he die before completing his subscription 
 
 * Or "a good insurable life."
 
 56 PROFIT-SHARING. 
 
 of 51., his representatives shall only be entitled to receive 
 back the amount subscribed by him, subject to such 
 proof of their title being given as aforesaid. 
 
 The following Rule is one framed by the writer to carry out 
 the suggestion made on pp. 29 et seq. 
 
 Protection If an employee at any time before his share in the 
 j)loyee's provident fund is handed over to him become bankrupt, 
 fund 1 from or ^ or su ^ er anything whereby the same or any part 
 creditors, thereof would, through his act or default, or by opera- 
 tion of law or otherwise, if belonging absolutely to him, 
 become vested in or payable to some other person, then 
 the firm shall be at liberty, if in their absolute discre- 
 tion they think fit, to pay or apply the income of the 
 said share or any part thereof, or of any annuity or 
 other investment in which the same may be invested, for 
 or towards the maintenance and support of the said 
 employee and his wife and children or remoter issue, if 
 any, or of one or more of the above, exclusive of the 
 others, in such manner and proportions as the firm shall 
 think fit.
 
 SPECIAL FORM. 0< 
 
 EXTEACTS FROM THE REGULATIONS 
 OF THE NEW ENGLAND GRANITE 
 WORKS.* 
 
 The division made of the net profits is one-third to labour, 
 one-third to capital, and one-third to a guarantee fund, " to 
 which shall be charged all losses by bad debts or credits 
 given for material or labour during the year." 
 
 As the labour dividend is intended for labour only, 
 no officer, superintendent, overseer, clerk, agent, or 
 other employee drawing a salary, or however otherwise 
 paid, nor any contractor or sub-contractor, . . . who 
 contracts for a lump sum to do the whole or part of the 
 work, . . . will participate in the dividend to labour. 
 
 No workman who shall have been discharged for 
 good and sufficient cause such as drunkenness, in- 
 subordination, or bad workmanship, or who leaves the 
 employment of the company without the written consent 
 of the superintendent, shall participate in the profits of 
 the year in which such discharge takes place. 
 
 To this rule an exception is made if the workman is 
 discharged for want of work. 
 
 If the guarantee fund prove insufficient, the rules pro- 
 vide that the deficiency must be made up by the shareholders, 
 who, on the other hand, are entitled to any surplus it may 
 show on the yearly account-taking. 
 
 All work done or money earned by the employment 
 of machinery, will be counted to the credit of labour 
 and capital alike, and the profits made thereby will be 
 subject to the same rule for distribution as the profits 
 otherwise made. 
 
 The object of this rule is apparently to negative the 
 
 * Published in the First Annual Report of the U. S. Commis- 
 sioner of Labour, pp. 281-8. 
 
 D5
 
 58 PROFIT-SHARING. 
 
 presumption that the share of the nett profits assigned to 
 labour should be reduced in proportion as the importance of 
 labour in producing those profits decreases. 
 
 The rate of wages per diem, the bill of prices for 
 piecework, and the number of hours to a day's work, 
 shall be determined by mutual agreement between the 
 superintendents and workmen on or before the 1st of 
 January in each year. Any difference arising during 
 the year shall be settled by arbitration. 
 
 The rate of wages per diem and bill of prices for 
 piecework shall not be reduced by the superintendent so 
 as to affect any contract in hand or taken upon the 
 footing of such rate or bill of prices ; neither shall either 
 be advanced by the workmen so as to affect such con- 
 tracts as aforesaid, and if so advanced, the difference in 
 cost by reason thereof may be adjusted in making up 
 the dividends. 
 
 These clauses contain an excellent suggestion for an in- 
 direct method of dealing with the strike difficulty, at the 
 same time providing a natural and reasonable means of re- 
 couping any loss caused to capital by such action on the part 
 of the workmen.
 
 COMPANY FORMS. 59 
 
 CLAUSES IN THE MEMORANDUM AND 
 ARTICLES OF ASSOCIATION OF A 
 LIMITED COMPANY, AUTHORIZING 
 IT TO ADOPT A SCHEME OF PROFIT- 
 SHARING. 
 
 GENERAL PROFIT-SHARING CLAUSE IN MEMORANDUM OF 
 ASSOCIATION OF A LIMITED COMPANY. 
 
 This clause will be inserted as one of the objects of the 
 company. 
 
 To establish and support, or aid in the establishment 
 and support of, associations or institutions calculated to 
 benefit persons employed by, or having dealings with, 
 the company, and to confer on any such persons the 
 right to participate in the profits of the company. 
 
 CLAUSES IN ARTICLES OF ASSOCIATION. 
 
 In an ordinary company, the share allotted to employees 
 as bonus would, as a rule, be settled by the articles some- 
 what as follows : 
 
 After the shareholders* have received a dividend of 
 per cent, in any year, per cent, of the re- 
 maining divisible profits shall be carried to the reserve 
 fund, per cent, shall be divided among the em- 
 ployees in such manner as the directors may determine, 
 
 * If there are preference shareholders, insert "ordinary" before 
 "shareholders."
 
 60 PROFIT-SHARING. 
 
 under the next article, and the residue shall either be 
 carried to reserve or go to augment the shareholders' 
 dividend. 
 
 A discretion is sometimes given to the directors as to the 
 sum to be assigned to employees from time to time, -where 
 the whole of the capital is substantially held by the members 
 of the board and employees. 
 
 The directors shall have full power to regulate the 
 allocation and method of payment of the sum set aside 
 under these articles* for employees of the company, and 
 may either distribute the same forthwith, or may retain 
 the amount credited to each employee until he or she 
 shall have completed a certain period in the company's 
 service or attained a certain age ; or they may defer the 
 time at which employees shall begin to participate, 
 either as to the whole or part of the share allotted ; and 
 generally the directors shall decide the conditions of 
 such profit-sharing as they may think best. They may 
 also from time to time issue debentures or partly or 
 fully-paid shares to employees in lieu of the share of 
 profits standing in their names. 
 
 * Or "by them," omitting "under these articles" if a dis- 
 cretion is given to the hoard.
 
 COMPANY FORMS. 
 
 61 
 
 ALTERNATIVE FORMS.* 
 
 CLAUSE IN MEMORANDUM OF ASSOCIATION. 
 
 To provide for the welfare of persons who may be or 
 may have been in the employment of the company, or 
 of the company's predecessors in business, and for the 
 widows and families of any such persons, and in par- 
 ticular to establish and maintain, or to aid in the estab- 
 lishment and maintenance of any hospitals, dispen- 
 saries, libraries, classes, baths, recreation grounds, 
 coffee houses, and other institutions or conveniences for 
 the benefit of such employees, and to grant pensions 
 and gratuities to them, their widows, or families. Also 
 to subscribe or guarantee money for charitable, 
 religious, scientific, educational, or benevolent objects, 
 and generally for any public or useful object. Also to 
 assign to persons in the employment of the company a 
 share of the profits of the company in addition to their 
 ordinary wages or other remuneration for their services. 
 Also to give, pay, or allow to customers of the company 
 a share in the profits of the company. 
 
 CLAUSES IN ARTICLES OF ASSOCIATION. 
 
 One-tenth part of the amount (if any) which the 
 directors in manner aforesaidf recommend to be dealt 
 with as profits, or of such lesser amount as may be 
 
 * Adopted, with slight modifications, from those of the Welsh 
 Slate Company. 
 
 t The preceding article gave the directors the ordinary power 
 to decide the amount of the profits.
 
 62 PROFIT-SHARING. 
 
 approved by the company in general meeting, shall be 
 applied in payment, either immediate or deferred as 
 the directors may determine, to employees of the 
 company (other than the managing director), being the 
 registered proprietors of one or more shares in the 
 company, of a rateable addition to or percentage upon 
 the amount which, during the year next preceding, or 
 such portion thereof as they shall respectively have been 
 registered as such proprietors, they shall have received 
 or earned as wages or otherwise. 
 
 The decision of the directors as to the distribution of 
 such portion of the profits of the company under the 
 preceding article shall be absolutely binding and con- 
 clusive, and no person or persons entitled, or claiming 
 to be entitled, to participate in any such payments as in 
 the said article expressed shall question any such deci- 
 sion, or be entitled to call for any account or explanation 
 in relation thereto.
 
 BOND GIVEN TO EMPLOYEES. 63 
 
 FOEM OF BOND TO BE GIVEN TO 
 EMPLOYEES. 
 
 The form of bond given below was devised in 1883 by 
 Messrs. Tangyes, Limited, of the Cornwall Engineering 
 Works, Birmingham, who employ some 1,500 workmen, as a 
 means of rewarding employees who might be specially de- 
 serving, and whom they propose thereby to admit into a 
 species of limited partnership ; and though the device does 
 not resemble profit-sharing in the usual element of fluctua- 
 tion with the profits, yet the form adopted deserves notice, 
 as it may serve the purpose of those who wish to combine a 
 gift to the workman with a power of control over the principal 
 during his lifetime. The bonds are good for one year only, 
 and have to be renewed every year. Should the holder of a 
 bond leave the service of the company without their ivritten 
 consent (a), he forfeits all benefits thereunder. 
 
 TANGYES LIMITED (hereinafter called the Company) 
 
 hereby agree -with , of , that the company will, 
 
 in case of his death on or before the day of 
 
 next, while in the company's employ, pay to one or 
 other of the persons hereinafter mentioned, at the option 
 of the company, the sum of 501. , and will, in case he 
 shall be living on that date, and shall be then in the 
 employ of the company, and shall not- have done or 
 suffered anything whereby the right to this payment, if 
 belonging absolutely to him, would have become vested, 
 whether by his own act or by operation of law, in any 
 other person, pay to him interest on the said sum of 507. 
 at the rate of 5 per cent, per annum for the year ending 
 on the said day of next. 
 
 The persons entitled to the payment aforesaid in case 
 
 of the death of the said , are such one or more of 
 
 the following as the company shall select, that is to say, 
 his wife and children and his legal personal representa- 
 tives ; and the company do not hereby undertake any
 
 64 PROFIT-SHARING. 
 
 liability, except subject to tlie stipulation that the receipt 
 of such wife or of any such child, whether adult or 
 minor (a), shall be an effectual discharge to the company. 
 Given under the common seal of the company this 
 day of , 1 8 . 
 
 ' > Directors. 
 
 , Secretary. 
 
 N.B. This bond must be handed up to the secretary 
 
 of the company on or before the day of next, 
 
 ichen a new bond for the same amount will be given to the 
 holder, unless he shall have quitted the service of the com- 
 pany without their written consent (a). 
 
 (a) The words in italics are not in Messrs. Tangyes' form, 
 but are suggested as desirable modifications.
 
 RULES OF INDETERMINATE SCHEME. 
 
 FOEM OF RULES OF AN INDETERMINATE 
 PROFIT-SHARING SCHEME.* 
 
 1. No person taking any share of profits under these Partner- 
 rules shall thereby acquire any rights, or incur any 
 liabilities, as a partner vrith the firm. 
 
 2. In all questions or disputes arising under these Powers of 
 rules the decision of the firm shall be final and con- ^ Tn< 
 elusive, and the system of bonuses hereby set on foot 
 
 shall be considered not in the nature of a contract or 
 engagement in respect of services rendered, but as a 
 voluntary concession on the part of the firm, made as an 
 inducement to mutual energy and economy on the part 
 of the employees, and shall be subject to be terminated 
 or modified as and when the firm shall think fit. 
 
 For reasons already given it is advisable to limit this 
 power of alteration by some such words as the following : 
 
 Provided that no modification shall affect the dis- 
 tribution for the current financial year, unless notified 
 during the first month thereof, and that the scheme can 
 only be terminated by notice similarly given. 
 
 3. The firm reserves to itself the right, for such cause The same, 
 as in its absolute discretion shall appear sufficient, at 
 
 any time and without notice to withhold the bonus or 
 any part thereof from any person or persons whomsoever, 
 without terminating or modifying the scheme as a 
 whole. 
 
 The following is, in the writer's opinion, a preferable 
 form : 
 
 SA. The firm reserves to itself the right in any case of 
 
 * Modelled on the rules of Messrs. Goodall & Suddick, printers, 
 Leeds. See also next form.
 
 60 PROFIT-SHARING. 
 
 loss or damage caused, or of a debt due, by an employee 
 to the firm, to apply his share of the bonus to making 
 good the same, and, in the case of the bankruptcy of an 
 employee, or of his having assigned or charged his share 
 of bonus in advance, to apply the same or any part 
 thereof for his maintenance or that of his wife or family 
 in the absolute discretion of the firm. (See notes, pp. 29 
 et seq.} 
 
 BONUS. 
 
 Bonus. 4. As a motive to co-operation in promoting the 
 
 interests of the concern, it is the intention of the firm 
 that there shall be divided among all persons employed 
 by it, of both sexes, a bonus on the net profits of every 
 year, the amount of which will be calculated as provided 
 in rule 10. 
 
 Profit how 5. In ascertaining the net profit upon which the bonus 
 
 t^ed. is to be paid, there shall be deducted from the profits 
 interest for capital employed in the business, and a 
 reasonable amount for depreciation on stock. 
 
 Division of 6. The bonus shall be divided in the proportions 
 following, viz. : Twelve per cent, among those heads 
 of departments, and six per cent, amongst those sub- 
 ordinate employees of either sex who shall respectively 
 have been in the continuous employment of the firm 
 for not less than two years (a). But any person who 
 shall have been regularly employed in the establishment 
 for a continuous period of one year, and who shall 
 afterwards have been thrown out of such employment 
 solely on account of slackness of work, will, in case he 
 shall be again taken on, be entitled to his full share 
 under these rules in like manner as if his period 
 of work had not been interrupte 
 
 (a) If it is not wished to exclude from participation heads 
 of departments of less than two years standing, this rule 
 must be altered accordingly. 
 
 (&) See also rule as to militia training, p. 38.
 
 RULES OF INDETERMINATE SCHEME. 67 
 
 7. Persons receiving commission or paid overtime The same. 
 shall not participate in the bonus as heads of depart- 
 ments, but shall rank as subordinate employees. 
 
 8. The bonus will be divided in proportion to the Paymeut 
 
 f -, , , .of bonus. 
 
 amount of wages received by each person, as appearing 
 
 in the wage-book, and be paid (subject to rule 3) in the 
 following manner : To all adults, as soon as convenient 
 after the auditor has completed his audit of books. To 
 all persons between 16 and 21 years of age, other than 
 apprentices, one-half the ascertained amount shall be 
 paid at the same time as to the adults, and the balance 
 on attaining 21 or ceasing to be in the employ of the 
 firm. To all apprentices above 16 years of age, who 
 have been twelve months in the establishment, one-half 
 the ascertained amount shall be paid at the same time 
 as to the adults, and the balance, with interest at the 
 rate of 5 per cent, per annum, at the end of the term 
 for which they are bound, provided always that their 
 conduct shall have been satisfactory. 
 
 9. The bonus will be payable as a percentage on the Ascertain - 
 salaries and wages earned for the financial year ending bonus. 
 the - day of - 18 . 
 
 10. The books of the concern will be kept by the The same. 
 firm, and be audited once in the year by an efficient 
 accountant to be appointed by it, and the firm will 
 calculate the bonus or percentage upon the net profits 
 appearing by such auditor's report. 
 
 1 1 . The firm shall retain the entire and sole manage- Bonus of 
 ment of the concern as heretofore, including the full 
 right to take on and discharge all persons employed, 
 and to reduce or advance the rate of wages. But any 
 person leaving or being discharged for any cause, ex- 
 cept drunkenness or other misconduct, will be paid his 
 share of bonus under these rules in proportion to the 
 wages actually paid him, and at the time for payment 
 mentioned in rule 8.
 
 68 
 
 PROFIT-SHARING. 
 
 Forfeiture. 12. In case of drunkenness or other misconduct the 
 person so offending shall, whether discharged for such 
 misconduct or not, forfeit any share of profits, not then 
 actually paid, to which but for such misconduct he would 
 have been entitled ; but the firm may remit the for- 
 feiture should it deem the misconduct not to be such as 
 to call for the enforcement of such penalty. 
 
 13. Any person late more than twice in one week 
 shall not be entitled to bonus upon his or her wages for 
 that week. 
 
 14. In these rules, unless there be something in the 
 context requiring a different construction, words im- 
 porting the masculine gender include the feminine. 
 
 " Firm " includes the present members of the firm, 
 and any person or persons succeeding to the business. 
 
 The same. 
 
 Defini- 
 tions. 
 
 FORM OF RULES OF AN INDETERMINATE 
 SCHEME, modelled on the General Form, 
 pp. 33 et seq. 
 
 1 . From and after the of , 1 8 , there shall 
 
 be gratuitously divided among the employees of the 
 firm [as a motive for their co-operation in promoting the 
 interests of the concern],*' a bonus on the net profits of 
 every year, the amount of which will be calculated as 
 provided in rule 2. 
 
 2. The accounts of the firm will be audited each year 
 by an efficient accountant appointed by it, and the firm 
 will calculate the bonus or percentage upon the net 
 profits appearing by such auditor's report. 
 
 Eules 3 24 as rules 4 24 in the general form, in- 
 serting, if desired, the rule given at p. 56. 
 
 * The words in brackets may be omitted.
 
 RULES OF LAROCHE-JOUBERT ET CIE. 
 
 MAISON LABOCHE-JOUBERT ET 
 
 The business of Mm. Laroche-Joubert is a partnership en 
 commandite (see p. 27), but in many respects this more closely 
 resembles a company than a firm, and is therefore here treated 
 as such. Those of the Statutes of the company which relate 
 to profit-sharing, and under which the rules were formulated, 
 are here given. 
 
 ART. 22. The privilege of profit-sharing granted to 
 the employees is not to give them any direct rights as 
 partners, nor to make them liable in any way for the 
 losses of the company. 
 
 ART. 23. The conditions, under which the share of 
 profits granted by Art. 22 shall be distributed among 
 the various classes entitled to participate, shall be de- 
 termined from time to time by the directors, and shall 
 be liable to modification as they may think fit. 
 
 ART. 24. The entirety of the 58 per cent, of the net 
 profits assigned by Art. 28 to the participants must be 
 divided between them. But the directors, sitting as a 
 board, shall have the right to exclude from participation 
 either single individuals or classes of employees, and 
 either wholly or partially, whom they do not consider 
 deserving. No reason need be assigned by them for 
 such total or partial exclusion. 
 
 The amounts set free by the application of this Article 
 shall, in the case of an individual, be divided among the 
 others of his class, or, in the case of a whole class, be 
 divided among the other classes. The effect, therefore, 
 of such total or partial exclusion will be to augment the 
 shares of the other participants, and no part of the sums 
 thus withheld will go to the company. 
 
 ART. 28. The share of each participant shall be subject 
 to the conditions and restrictions prescribed by the rules. 
 
 * A form, of rules for immediate participation.
 
 70 PROFIT-SHARING. 
 
 Should the income exceed the outgoings the difference, 
 which constitutes the net profit, shall be distributed as 
 follows amongst the three elements which contribute to 
 its production : 
 
 Firstly, 
 
 25 per cent, to capital, of which 5 per cent, shall be 
 carried to the credit of the ordinary or statutory 
 reserve fund, and 20 per cent, shall be allotted 
 as dividend to the share capital and to that of the 
 participant depositors (deposants co-operateurs), the 
 latter receiving half the dividend assigned to the 
 former. 
 
 Secondly, 
 
 75 per cent, to labour and intelligence viz. : 
 
 6 per cent, to M. Edgard Laroche-Joubert, of which 
 he takes 1 per cent, as Chairman of the Board of 
 Directors (President du Conseil de Gerance), 
 
 5 per cent, to M. Ludovic Laroche, 
 
 6 per cent, between the three other members of the 
 board of directors, in equal shares, and 
 
 58 per cent, to the participants employed in the various 
 mills and warehouses, in the proportion indicated 
 by the trading account (invcntaire] of each, to be 
 distributed among them in accordance with the con- 
 ditions fixed by the rules. 
 
 On this 58 per cent, shall also be levied the payment 
 to customers, so long as the board of directors shall 
 think fit to continue to their customers the enjoyment of 
 this favour : otherwise the whole of this 58 per cent. 
 shall be allotted to those employed by the company. 
 
 The amounts accruing to each participant shall be 
 subject to the conditions and restrictions prescribed by 
 the rules. 
 
 RULES. 
 
 RULE 1. Participants are divided into four cate- 
 gories : 
 
 1st. Those employed in the commercial departments 
 sale and delivery.
 
 RULES OF LAROCHE-JOUBERT ET CIE. 71 
 
 2nd. Those employed at the mills where the paper is 
 
 manufactured. 
 3rd. Those employed at the works where the paper is 
 
 finished and packed. 
 4th. Participating customers. 
 
 RULE 2. The 58 per cent, of the general profits are 
 divided among the participants as follows : 
 
 As long as the board reserves a percentage for 
 customers, this shall be first levied from the 58 per cent, 
 of the profits, so as to give the customers entitled a 
 dividend equal to that paid to capital out of the 20 per 
 cent, of net profits allotted to it under Art. 28. 
 
 25 per cent, of the remainder goes to wages, to be 
 
 distributed in accordance with rules 12 to 14. 
 This first dividend assigned to wages is independent 
 of the shares of the profits assigned to it in connection 
 with the different branches. (See following rules.) 
 35 per cent, goes to the commercial departments 
 sale and delivery to be divided according to rules 
 3 and 4. 
 
 40 per cent, goes to the mills and works, to be divided 
 according to the results which their different trading 
 accounts may show. 
 
 The board of directors have no share in the distribu- 
 tion of the 58 per cent, of profits, as a special percentage 
 is allotted to them. (See Art. 28.) 
 
 Commercial Departments Sale and Delivery. 
 
 RULE 3. This class includes all the employes* of 
 the office at Angouleme, the clerical and accountants' 
 staff, and the travellers and salesmen ; also the staff of 
 the depot at Paris. 
 
 The trading accounts of the depot in Paris shall for 
 the future serve only to indicate the share to be allotted 
 
 * The term employes here denotes a superior class to the ouvrlers 
 or workmen.
 
 72 PROFIT-SHARING. 
 
 to its staff in the distribution of the profits reserved for 
 the commercial departments. 
 
 RULE 4. Of the 35 per cent, allotted to this cate- 
 gory: 
 
 10 per cent, is allotted to wages to be distributed, at 
 so much in the , in proportion to the wages 
 earned, and in accordance with rules 12 to 15. 
 
 12 per cent, is allotted to the employes of the sale 
 and delivery departments at Angouleme and Paris, 
 managers excepted, to be distributed among them 
 as a dividend on their actual salary, without any 
 addition for length of service under rule 13. 
 
 15 per cent, is allotted to the employes in the offices 
 at Angouleme and Paris, managers excepted, to be 
 distributed among them as a dividend on their 
 actual salary, without any addition for length of 
 service under rule 13. 
 
 23 per cent, is allotted to the heads of departments at 
 the depot in Paris and the warehouses and offices 
 at Angouleme, to be distributed among them by the 
 managing director (gerant en chef*} at a meeting 
 of the board. 
 
 40 per cent, is allotted to travellers and salesmen, to 
 be distributed among them by the managing 
 director at a meeting of the board. 
 
 The account of each person interested is immediately 
 credited with his share against the head " commercial 
 departments," so that his account may be settled after 
 each stock-taking. 
 
 Rule 6. On the 30th of September in every year 
 each of the works makes an exact return of its credits 
 and liabilities ; the result of this trading account deter- 
 mines the portion which accrues to it of the 40 per cent. 
 
 * This term also denotes many of the attributes of a senior 
 partner or chairman of directors.
 
 RULES OF LAROCHE-JOUBERT ET CIE. 73 
 
 allotted to the participants in the class to which it 
 belongs. (See r. 2.) 
 
 Of the profit thus ascertained, 
 40 per cent, is allotted to wages, to be distributed, in 
 proportion to their earnings, among the members of 
 the manufacturing staff in accordance with the 
 provisions of rules 12 to 15. 
 
 35 per cent, is allotted to management (in the manu- 
 facturing, book-keeping, and machinery depart- 
 ments), to be distributed among those entitled to 
 it, on the advice of the works manager, by the 
 managing director at a meeting of the board: 
 25 per cent, is allotted to the head workmen, to be 
 distributed among them at so much in the on 
 their actual wages, without any addition for length 
 of service under rule 13. 
 
 The account of each person interested is immediately 
 credited with his share, against the head " Works 
 Account," so that his account may be settled after each 
 stock-taking. 
 
 RULE 7. Finishing "Works. The works in this class 
 are four: (1) for envelopes, mourning, and cardboard; 
 (2) for account books and cigarette paper ; (3) for glaz- 
 ing, finishing, ruling, and (4) for packing. 
 
 Each factory is debited with all that the establishment 
 expends upon it, rent, taxes, insurance, wages, raw 
 material and different products, paper, cardboard, out- 
 lay on buildings and materials, &c., &c., and also interest 
 at 5 per cent, per annum on the average capital employed 
 by it for the given period. 
 
 It bears the expenses of repairs and of the normal 
 depreciation of material and plant, the statutory allow- 
 ance for depreciation being borne by the central estab- 
 lishment. 
 
 The discount allowed it on paper and cardboard is 
 fixed at the maximum of five per cent., and it has no 
 
 R. E
 
 74 PROFIT-SHARING. 
 
 claim for any graduated discount such as the several 
 factories allow to the central establishment. 
 
 It bears all losses resulting from rebate on goods 
 sent on sale or return which the central establish- 
 ment has to allow on goods supplied by the factory. 
 It is credited with all that it delivers, according to 
 prices and tariffs established by the managing director 
 at a meeting- of the board ; these are as much as possible 
 the sale prices, with a settled charge for warehousing. 
 
 RULE 9. In the factories which manufacture envelopes, 
 mourning paper, and cardboard, and in that for note- 
 books and cigarette paper, which buy from the central 
 establishment the paper that they work up, the distri- 
 bution is made in the same way and proportion as in 
 the mills which manufacture the paper. (See r. 6.) 
 
 [Rules 1 and 1 1 contain similar provisions relating 
 to the other two departments, except that in (3) the 
 respective proportions are 50 per cent., 30 per cent., and 
 20 per cent., and in (4) the whole goes in half shares 
 between those receiving wages and the chief packer with 
 his leading workmen.] 
 
 RULE 12. Participation of the wage-earners. Wages 
 form a natural basis for the distribution among the 
 workmen of the share in the profits allotted to labour. 
 
 The managing director is authorized to admit to par- 
 ticipation in the profits on this basis all of the staff who 
 are fifteen years of age, and have been in the service of 
 the company at least one year at the date of admission. 
 
 For this purpose the wages of each are entered, pay- 
 ment by payment, in his pass-book, and added up at 
 the end of the financial year, that is to say, the 30th of 
 September. 
 
 RULE 13. Participants take a larger share in the profits 
 allotted to wages according to the length of time they 
 have been in the service of the company.* 
 
 Wages of workers with less than five years' service, 
 
 * This is a noticeable provision.
 
 RULES OF LAROCHE-JOUBERT ET CIE. 75 
 
 and being at least fifteen years of age, will be counted 
 once in the distribution of the dividend. 
 
 "Wages of workers with five years' uninterrupted ser- 
 vice, and being at least twenty-five years of age at the 
 moment when the account begins, will be counted once 
 and a quarter times, that is, 125 francs for 100 francs. 
 
 Wages of workers with ten years' service, and being 
 at least thirty years of age, will be counted once and a 
 half times, that is, 150 francs for 100 francs. 
 
 Wages of workers with fifteen years' service, and 
 being at least thirty-five years of age, will be counted 
 once and three-quarter times, that is, 175 francs for 
 100 francs. 
 
 Wages of workers with twenty years and more of 
 service, and being at least forty years of age, will be 
 counted double, that is, 200 francs for 100 francs. 
 
 When a worker has reached the age of fifty no further 
 increase is given. 
 
 It follows that the maximum of advantages fixed by 
 this rule can only be attained by workers who enter the 
 service of the company before the age of thirty. 
 
 ETLE 14. All the holders of pass-books without excep- 
 tion, and no matter in which department or factory they 
 work, provided they are admitted to participation, share 
 in the distribution of the twent} r -five per cent, of gene- 
 ral profits, in proportion to the amount of their wages 
 reckoned according to rule 13. 
 
 EI*LE 15. Besides the first dividend to wages, each 
 employee or workman of the company admitted to par- 
 ticipation takes a share, proportionate to his wages, 
 reckoned according to rule 13, in the distribution of the 
 special profits of the department to which he is attached, 
 as fixed by rules 4, 6, 9, 10 and 11. 
 
 RULE 16. The actual amount of wages, when ascer- 
 tained under rule 12, and without any addition for 
 
 E2
 
 76 PROFIT-SHARING. 
 
 length of service, forms the basis of division inter se for 
 the employees and chief workmen of the special shares 
 allotted to them under rules 4, 6, 9, 10 and 11. 
 
 [Rules 17 to 35 relate to the admission of depositors 
 and customers to a share of profits.] 
 
 RULE 36. The sums allotted according to these rules 
 after every account taking to each participant, become 
 after six months absolutely his, should he still be in 
 the active service of the company at that date, and 
 should he continue until then to give satisfaction by his 
 work and application. 
 
 RULE 37. These sums are from that moment the abso- 
 lute and personal property of the participant to whom 
 they have been allotted. 
 
 He has, if of age, the free disposal of them subject 
 to certain restrictions.* 
 
 If he is under age, they are deposited to his credit in 
 the books of the company, and enjoy all the advantages 
 allowed to depositors, except the right of withdrawal. 
 
 * These are, briefly, as follows : For the first five years' 
 service one-half of the sums allotted to a participant is retained 
 by the company and credited with interest. If he leaves the com- 
 pany's employ he can withdraw the deposit, but not otherwise. 
 The managing director may, however, on the advice of the con- 
 sulting committee relax this rule.
 
 RULES FOR IMMEDIATE PARTICIPATION. 77 
 
 CLAEKE, NICKOLLS, AND COOMBS, LIMITED.* 
 
 These rules are selected as an instance of modified imme- 
 diate participation on account of several. interesting features 
 they contain, some of which are well worthy of adoption. 
 First may be noted the method of creating a provident fund 
 while not ostensibly withholding any part of the bonus. See 
 Arts. 2 to 6. 
 
 Art. 8 is a useful provision, under which the directors are 
 empowered to add to the provident fund from sources at their 
 disposal. 
 
 A Scheme for carrying into effect the Provisions con- 
 tained in sub-section "K" of the Company's Memo- 
 randum of Association, empowering the Directors to 
 enter into arrangements for Sharing Profits with 
 the Employees of the Company, f 
 
 OBJECT. 
 
 To yive the employees a direct interest in the prosperity 
 of the company, and to facilitate the acquisition by 
 the employees of the company 1 s property. 
 
 ART. 1. From and after the 1st of January, 1890, an Method 
 interest, consisting in a share of the net profits of the * profit- 
 year, will be allotted, gratuitously, to all the employees, 
 which term includes clerks and workpeople of both 
 sexes, who shall have been designated as participants 
 in these advantages. 
 
 ART. 2. In order to be entitled to a share in the pro- Qualifica- 
 fits, it is necessary to have worked in the employment profit? 1 
 of the company for twelve consecutive months, ending sharing, 
 the 31st of December (absence from sickness or for some 
 
 * A few verbal alterations have been made in these regulations, 
 t See a similar clause, p. 59.
 
 78 
 
 PROFIT-SHARING. 
 
 Ascertain- 
 ment of 
 bonus. 
 
 such reasonable cause alone excepted), and to be work- 
 ing there still at the time of the balancing of accounts. 
 When these conditions are not fulfilled only the ordinary 
 wages will be paid. 
 
 ART. 3. The share of profits divisible among the em- 
 ployees shall be ascertained as follows : 
 
 After paying all salaries, liabilities on agreements, 
 making allowance for bad debts, and the usual provi- 
 sion for depreciation and other reserves, paying inte- 
 rest on debentures, dividend on preference shares, and 
 a dividend at the rate of 6 per cent, on the ordinary 
 capital of the company, any balance of profit remaining 
 will be divided into two parts, of which one half shall 
 belong to the ordinary shareholders and go to augment 
 their dividend, and the other half shall belong to the 
 total wages fund of the employees of the company, 
 excepting such as are paid -wholly or in part by com- 
 mission. 
 
 ART. 4. The distribution of the share in profits among 
 the participants qualified under Article 2 will be made 
 in the proportion that the sums paid to each respectively 
 in wages or salaries shall bear to the total sum paid in 
 wages and salaries during the year. 
 
 ART. 5. Every otherwise qualified participant who 
 ghall have voluntarily quitted or have been dismissed 
 from the employment of the company during the year 
 will lose all rights to the participation of that year. 
 
 PROVIDENT FUND. 
 
 Investment ART. 6. The unappropriated portion of the profits 
 dentltmd. accruing to wages fund under Article 3, but which is 
 not divisible among employees by reason of their non- 
 fulfilment of the conditions stipulated in Article 2, shall 
 be invested preferably in shares or debentures of the 
 company, and set aside yearly to form a provident fund. 
 
 "Distribu- 
 tion of 
 bonus. 
 
 Employees 
 leaving.
 
 RULES FOR IMMEDIATE PARTICIPATION. 79 
 
 ART. 7. The provident fund is established for the Objects of 
 benefit of the employees of the company generally, and 
 will be used at the discretion of the directors : 
 
 (1) For an allowance, when needed, to any person 
 
 who may fall sick while in the company's em- 
 ployment. 
 
 (2) For an allowance to the widow of any employee 
 
 who may die while in the company's employment. 
 
 (3) For an allowance to any employee who, having 
 
 been 25 years or upwards in the company's 
 employment, may be incapable of further 
 labour. 
 
 AET. 8. The directors may at their discretion make Additions 
 additions to the provident fund from sources at their 
 disposal. 
 
 GENERAL PROVISIONS. 
 
 ART. 9. The accounts of the company will be made Audit. 
 up yearly to the 31st of December, and after being 
 audited by the company's auditor, who shall at all times 
 be a chartered public accountant, they will be submitted 
 for the formal approval of the directors and the annual 
 general meeting of the shareholders, and the division 
 of profits will take place immediately thereafter ; but it 
 is to be clearly understood that having this guarantee 
 of good faith the participants shall possess no right 
 whatever to intermeddle in any respect with the book- 
 keeping. 
 
 ART. 10. It is declared that the directors are sole Decision of 
 judges of all claims which may arise in reference to the ' 
 present regulations. 
 
 ART. 11. If at any time it be decided by the directors Discou- 
 
 to abandon profit-sharing, they reserve the right to do c 
 
 so, after reasonable notice, and to divide among the 
 employees as they may think fit any sum standing at
 
 80 PROFIT-SHARING. 
 
 credit of the provident fund. But it is the object and 
 hope of the directors that under this scheme the em- 
 ployees may in process of time become owners of the 
 company's undertaking ; and it is intended, with the 
 growth of the provident fund, to associate some of the 
 employees of the company with them in the manage- 
 ment of the fund, and, except as regards executive 
 functions, in the conduct of the business ; but mani- 
 festly until such an interest has substantially grown it 
 would not be equitable to do so. 
 
 Bonus to ART. 12. The sums to be paid, and the dividends, 
 touf. ra " interest, or allowance to be made, in consequence of 
 these regulations, whether to participants or to the 
 members of their families designated in Article 7, are 
 hereby declared to be free gifts only and not to confer 
 any right. 
 
 Alteration ART. 13. Modifications which experience may render 
 of scheme, advisable may be made in the present regulations at 
 the discretion of the directors (a). 
 
 (a) See note (6) to r. 23, p. 50.
 
 RULES FOR AX AGRICULTURAL SCHEME. 81 
 
 KULES OF THE TRAFALGAR ESTATE* 
 
 1. The quantity of land, arable and pasture, is 1,000 Rent and 
 acres. The annual rent is 7s. Gel. per acre all round (a). 
 
 The valuation of the live and dead farming stock, 
 machinery, and implements, acts of husbandry, working 
 capital (i), &c., amounts to 4,4921. as per account an- 
 nexed, upon which 5 per cent, per annum will be charged 
 until repaid. 
 
 (a) Tithe free. The rent is little more than a third of 
 what it was in 1885. 
 
 (6) This was supplied by Mr. Holloway, and the farm and 
 buildings were placed in thorough condition before starting 
 the scheme. 
 
 2. The bailiff in charge will therefore have absolute Powers of 
 authority in the management of the farm, subject only 
 
 to the owner of the estate. He will do all the buying 
 and selling. He will engage and discharge workpeople 
 just as if he were farming solely on his own account, 
 and in everything exercise his judgment and skill for 
 the profitable working of the estate. 
 
 3. The valuation taken on the 25th March, 1890, shall Basis of 
 be the basis of all future valuations. Thus the live and valuations. 
 dead stock, acts of husbandry, and other effects at each 
 annual stock-taking, shall be taken at the same prices in 
 
 each class, regardless of any fluctuations in the market 
 values, so that the profit or loss on the year will be 
 determined by the value of the sales during the year, 
 and not by any imaginary increase or decrease in the 
 value of anything not yet sold (a). 
 
 (a) This rule is well worthy of remark. One of the chief 
 difficulties in applying profit-sharing to agriculture has been 
 the serious fluctuation in the value of stock on hand, and 
 this is obviated by the rule. 
 
 * Adopted by Mr. George Holloway, M.P., on his Trafalgar 
 Estate farm on the Cotswolds. The scheme is a modified form of 
 deferred participation. 
 
 E5
 
 82 
 
 PROFIT-SHAKING. 
 
 Mainte- 
 nance of 
 stock. 
 
 Method 
 of profit- 
 sharing. 
 
 Treatment 
 of bonus. 
 
 Ascertain- 
 ment of 
 bonus. 
 Payment 
 on death 
 of em- 
 ployee. 
 
 With- 
 
 4. The machinery and implements, waggons, carts, 
 horses, &c. shall be kept up to their present value and 
 efficiency. 
 
 5. Everyone working upon the estate will be paid the 
 full wages of the district, and those who have been em- 
 ployed not less than six months of the year will share in 
 any profit that has been made during the year in exact 
 proportion to the amount of wages received. This bonus 
 will be carried to each person's credit in the farm accounts, 
 and will bear interest at the rate of 5 per cent, per annum, 
 to accumulate annually until withdrawn under any of the 
 following rules. 
 
 6. The amounts credited to the workpeople's accounts 
 each year shall be applied to pay off the loan advanced 
 by Mr. George Holloway, whose charge for interest will 
 thus be reduced each year by exactly the same amount 
 as the workpeople's interest is increased, and when the 
 total amount of the loan has been repaid, his claim upon 
 the earnings of the estate will be for rent only, and all 
 future profits may be paid to the workpeople in cash, 
 each person receiving his or her proportion according to 
 the amount of his or her accumulations in the capital 
 employed upon the estate. 
 
 7. At every annual stocktaking each person will re- 
 ceive a certificate (signed by the owner of the estate) 
 declaring the amount which he or she has accumulated 
 in the capital employed upon the estate, and in the event 
 of the death of any such person, the full amount due 
 upon such certificate shall be paid in cash to the legal 
 representative of such deceased person. 
 
 8. Any person may withdraw from the scheme and 
 receive the amount standing to his or her credit at the 
 last annual stocktaking, upon forfeiting one fourth of 
 the amount to the general fund (a), as compensation to 
 those who remain in the undertaking, and such person
 
 RULES FOR AN AGRICULTURAL SCHEME. 83 
 
 will no longer share in any future profit or loss in the 
 scheme. 
 
 (a) This is a noteworthy variation on previous forms of 
 the rule, though the principle is not new. 
 
 9. Every transaction during each year, whether of Accounts, 
 buying or selling, shall be entered in the farm accounts, 
 
 and the books shall be open to inspection by everyone 
 working upon the estate at each quarter day. 
 
 10. The woods, coverts, and timber are excluded from Sporting 
 the scheme, and all sporting rights are reserved by the 
 owner of the estate ; but as hares and rabbits partly 
 
 feed upon the land outside the coverts, he will pay to 
 the farming fund 3s. for each hare and Is. for each 
 rabbit that he or his friends may at any time take away 
 with them. The keeper's wages will be paid half by 
 the owner and half from the farm fund. 
 
 1 1 . The bailiff has power to discharge any person Discharge 
 who is not working to his satisfaction, and the owner 
 
 of the estate will advance the amount due to him upon 
 his certificate, either with or without forfeit referred to 
 in Kule 8, as the circumstances of the case may 
 dictate. 
 
 12. The owner of the estate reserves to himself the Discou- 
 right to pay out in full to all or any of the persons 
 employed on the estate the amounts standing to their 
 credit in the books of the undertaking, and to sever 
 their connexion with the scheme at any time that it is 
 
 not working to his satisfaction. 
 
 N.B. Five per cent, interest will be charged upon 
 the amount expended upon providing additional water 
 supply.
 
 84 PROFIT-SHARING. 
 
 REGULATIONS OF THE COMPAGXIE 
 
 D'ASSURANCES GENERALES, PAEIS. 
 
 (DEFERRED PARTICIPATION.) 
 
 This company commenced profit-sharing in 1850. Mr. 
 Sedley Taylor mentions (at p. 32) that an assistant cashier, 
 by 25 years' service, had acquired a right to over 800/., and 
 a superior official to 2,600?. 
 
 Prelimi- ART. 1. The provident fund, founded as an act of 
 pure liberality in favour of the employees* and atten- 
 dants of the four companies of general insurance (marine, 
 fire, life and hail) is managed, under the authority of 
 the council of administration, conformably to the fol- 
 lowing regulations. 
 
 Who are ART. 2. The council determines what classes of em- 
 to partici- ployees are admitted to the benefits of the institution, 
 pate. The external agents of the company, brokers, and experts 
 
 even those who receive fixed salaries and the hall- 
 porters, except the one at the head office of the com- 
 pany, are not admitted to participate in them. 
 
 Employees who enter the service of the company in 
 the course of the year do not share in the profits of the 
 current year. They only begin to participate for the 
 first year which they have spent entirely in the service 
 of the company from the 1st of January to the 31st of 
 December. For the purpose, however, of ultimately 
 calculating the term of service of an employee, regard is 
 had to the exact date of his entry. 
 
 Amount ART. 3. In conformity with the decisions of the 
 
 provident general meetings of the shareholders, there is paid over 
 
 fund. fa ^e provident fund a sum equal to one-twentieth, or 
 
 five per cent., of the net profits divided among the 
 
 shareholders, whether in dividends or in increase of the 
 
 share capital, f 
 
 * Employes. See footnote, p. 71. 
 
 t In 1850 the company contributed 6,000. to start the provi- 
 dent fund. It is secured by the large reserve fund of the company.
 
 RULES FOR DEFERRED PARTICIPATION. 85 
 
 This assignment takes effect from the 1st of January 
 which has preceded the distribution. 
 
 The general meeting of the shareholders can at any 
 time reduce, for the future, this allocation of five per 
 cent., if the council of administration report that it is in 
 their judgment excessive. 
 
 ART. 4. An individual account is opened in the name Distribu- 
 
 ... , t 1011 * 
 
 01 each participating employee. ditto. 
 
 The sums paid to the provident fund in virtue of 
 Article 3 are distributed among the individual accounts 
 in proportion to the salary received by each employee 
 during the year ending the 31st of December which has 
 preceded the distribution. 
 
 ART. 5. A bonus is added to each individual account, Interest on 
 consisting of interest at four per cent., calculated, on the accounts. 
 31st of December of each year, upon the sum total 
 standing in it, except in case of earlier settlement of 
 accounts which there is occasion to pay off in the course 
 of the year. 
 
 ART. 6. The provident fund is common to the four Provident 
 companies, with respect to the employees, whom it tends fund ' 
 to make into a single family, and to unite in relations 
 of mutual assistance. 
 
 There exists, therefore, entire mutuality between the 
 employees of the four companies in regard to the dis- 
 tribution of sums arising from participation in profits 
 and of sums arising from lapses, whatever be the com- 
 panies which produce the profits, or to which the em- 
 ployees who have lost their rights belong. 
 
 ART. 7. When an employee has completed his twenty- Conditions 
 fifth year of service or, failing that, his sixty-fifth <jraiof 
 year of age and only if one or other of these conditions share ^7 
 is satisfied, his claim on the provident fund is definitely 6E 
 acquired. 
 
 His individual account may be settled, either on his
 
 86 
 
 PROFIT-SHARING. 
 
 Death of 
 employee. 
 
 Infirmity 
 of ditto. 
 
 Employee 
 becoming 
 managing 
 director. 
 
 Change of 
 employ- 
 ment. 
 
 Discon- 
 tinuance of 
 scheme or 
 
 demand, or officially by decision of the council of ad- 
 ministration, which, may order his retirement. The 
 employment to be made of the sum arising from the 
 settlement of his individual account is determined in 
 conformity with Article 15 of the present regulations. 
 
 ABT. 8. In case of the death of an employee in active 
 service leaving behind him a widow, legitimate children, 
 adopted children, children legitimated by subsequent 
 marriage, grandchildren, or relatives in the ascendant 
 line, the sums placed to his credit up to the 31st of 
 December which preceded his decease are remitted, 
 whatever be his age and the duration of his services, in 
 one or several payments, to his widow, to his children 
 or grandchildren, or to his relatives in the ascendant 
 line, in the manner, at the periods, and in the propor- 
 tions determined by the council of administration. 
 
 ART. 9. If an employee is attacked by infirmity re- 
 cognized as involving incapacity for work, the council 
 may dispose in his favour of the whole or part of the 
 sum standing to his account. 
 
 ART. 10. If an employee of the company becomes its 
 managing director, his account is settled on the day of 
 his appointment. 
 
 The sum total standing to his credit is put at his dis- 
 posal in ready money. 
 
 ART. 11. If an employee of the company quits its 
 participating employment in order to continue regularly 
 serving it in an external capacity, as agent, broker, 
 expert, or in any other manner, with the approval of 
 the council, the council may dispose to his advantage of 
 the whole or part of the sum standing in his account. 
 
 The council may adjourn this grant to a later period and 
 subject it to such conditions as it may see fit to make. 
 
 ART. 12. In all cases of dissolution and liquidation of 
 the company not followed by reconstruction, and in those
 
 RULES FOR DEFERRED PARTICIPATION. 87 
 
 when employees are dismissed, "without any motive for dismissal of 
 dissatisfaction, by a measure of reduction of staff or em P lo y ees - 
 suppression of employment decided on in council, the 
 accounts of the dismissed employees are settled on the 
 day of the cessation of their services, and the sums 
 standing to their individual credit are placed at their 
 disposal in ready money, whatever be the number of 
 their years of service. 
 
 ART. 13. Except in the above cases, an employee Employee 
 who voluntarily quits, or who is dismissed from, the 
 service of the company, forfeits every claim, immediate 
 and prospective, on the provident fund. 
 
 The sum standing to his individual account is dis- 
 tributed on the 31st of December which follows his 
 departure, among all the other participating accounts 
 in proportion to the sums already standing in them. 
 
 The same distribution takes place at the death of an 
 employee who leaves neither widow, descendants, nor 
 relatives in the ascendant line. 
 
 If, however, the retired, dismissed, or deceased em- 
 ployee is in debt to the company, the sum standing to 
 his account is applied in the first place, and as far as it 
 will go, to make good the deficit or to repair the injury 
 done by him to the company. 
 
 The council also reserves to itself the power of esti- 
 mating the degree of the misconduct of an employee 
 whom it is led to dismiss, and, if there is room for 
 the exercise of indulgence, of handing over to him on 
 dismissal a part of the sum standing to his individual 
 account, without, however, being bound to give any 
 reason for its decision. 
 
 ART. 14. An employee who has completed his twenty- Employ- 
 fifth year of service, or his sixty-fifth year of age, can ee ' s sh , an L 
 have his individual account settled though he still re- paid, 
 mains in the service of the company, provided that he 
 obtains the consent of the council on this point.
 
 88 
 
 PROFIT-SHARING. 
 
 Method of 
 payment. 
 
 In this case, his account ceases to benefit by lapses, 
 but goes on being increased by interest and by partici- 
 pation in profits, without, however, any payment being 
 made to the employee until he quits the service of the 
 company. 
 
 ART. 15. "When there is occasion to settle the account 
 Q an em pi ovee -^^Q has completed his twenty-fifth year 
 of service, or his sixty-fifth year of age, the employee 
 may require that the sum disposable be applied, either 
 to acquire for him a life annuity in the company of 
 general life insurances, with or without reversion to his 
 widow or to any other person approved by the council, 
 and in accordance with the tariffs in force at the time of 
 the settlement, or to purchase for him French State 
 Funds or registered shares in French railways, the share 
 certificates remaining deposited in the company's office 
 until the death of the beneficiary, to be then remitted 
 to the recipients by him testamentarily designated. 
 
 The council alone is judge of the exceptional circum- 
 stances under which it may consent to make a different 
 employment of the disposable sum, or even to hand it 
 over in ready money. It is not bound to give any 
 reason for its decision. 
 
 Employee ART. 16. Every employee whose account is settled, 
 serviced ex c e pt i n the cases provided for by Article 12, pledges 
 another j^s honour in writing not to carry his services to any 
 
 insurance . .,, -, 
 
 office with- other insurance office without the company s express 
 ^^^^ authorization. 
 
 If he fails to fulfil this engagement, all sums and all 
 arrears received by him arising from the settlement of 
 his account may be reclaimed for the benefit of the 
 provident fund. 
 
 All sums remaining deposited in his name, all securi- 
 ties, policies of life annuity, &c., may also, if the council 
 so directs, be forfeited to the provident fund.
 
 RULES FOR DEFERRED PARTICIPATION. 89 
 
 AET. 17. The distribution among the several indi- Distribu- 
 vidual accounts of lapsed sums due to death, withdrawal, ^o 
 
 or dismissal, takes place only once a year on the 31st when to 
 
 J J take place. 
 
 of December. 
 
 The assignment of five per cent, on the profits is like- 
 wise always considered as made on the 31st of De- 
 cember, although the actual payment can only be made 
 later, after the approval of the accounts by the general 
 meeting. 
 
 In consequence, the individual accounts which have 
 to be paid off in the course of the year are always settled 
 as on the preceding 31st of December, except that inte- 
 rest is allowed up to the date of payment, and they 
 neither share in the eventual profits of the current year, 
 nor derive any benefit from changes in the staff of 
 employees during that year. 
 
 ART. 18. The employees of the company can put for- Regula- 
 ward no claim whatever to the sums carried to their observed. 
 individual accounts, unless they have fulfilled the condi- 
 tions established by the present regulations. 
 
 The council may modify the present regulations, Can be 
 provided that no retrospective effect be produced by council. y 
 such modification. 
 
 The council expressly reserves to itself full liberty of Powers of 
 action and of authority over the employees of the com- 
 pany in conformity with its statutes, especially in regard 
 to dismissals, of which it remains absolute arbiter, 
 without being bound under any circumstances to state 
 reasons for its decisions. 
 
 ART. 19. In all cases, the sums to be paid, the Bonus to 
 interest or life annuities to be supplied by virtue of the 
 
 present regulations, whether to employees of the assign- 
 company, or their widows, heirs, or other designated 
 persons, are, beforehand, expressly declared to be
 
 90 PROFIT-SHARING. 
 
 granted on the score of liberality and as alimony, and 
 as such, to be incapable of assignment or seizure. 
 
 This declaration is to be reproduced on all registers, 
 accounts, and deeds where occasion may require. 
 
 Council to ART. 20. The final decision on complaints or claims of 
 
 questions. an J ki 11 ^ in reference to the provisions of the present 
 
 regulations lies with the council of administration, 
 
 which remains their sole and absolute judge without 
 
 right of challenge or appeal.
 
 PROVIDENT INSTITUTIONS. 91 
 
 SOCIAL AND PROVIDENT INSTITUTIONS 
 FOR EMPLOYEES' BENEFIT. 
 
 The following provisions, though, not forming any part of 
 profit-sharing proper, yet possess so much interest as showing 
 what has been done in a typical case in this country towards 
 ameliorating the lot of the employees, that I have obtained 
 the consent of Messrs. Tangyes Limited, to reproduce them. 
 There are also provided for the employees science, language, 
 and shorthand classes, lectures twice a week during the 
 second half of the dinner hour, on subjects selected by the 
 workmen, a Sunday School, having a lending library (with 
 %d. a week subscription), sick fund (see p. 92), and savings 
 fund allowing interest on deposits, attached to it, and a 
 fire brigade. 
 
 MESS ROOM. 
 
 The dining hall which is on the premises accom- 
 modates 1,000 persons. Attached to it is a kitchen, with, 
 all the requisites for preparing meals for the workpeople. 
 The arrangements are under the charge of a contractor, 
 who rents the kitchen and hall from the company, and 
 provides meals at the following tariff : 
 
 Plate of hot meat, with two kinds of s. d. 
 
 vegetables 6 
 
 Chop or steak to order 4 
 
 Bacon and eggs 3 
 
 Eggs each 1 
 
 Boiled ham or beef per Ib. 1 4 
 
 Pickles 1 
 
 Fruit pie or mince pie each 1 
 
 Pice pudding, bread pudding, or custard 
 
 each 1 
 Jam roll, tart, or cheese cake .... each 1 
 
 Scone or lunch cake each 1 
 
 Buns each
 
 92 PROFIT-SHARING. 
 
 s. d. 
 
 Tea or coffee per cup 0$- 
 
 Ginger beer, soda water, &c 1 
 
 " Birmingham Daily Post" and "Birmingham 
 
 Daily Gazette " supplied regularly. 
 In addition to these charges, the contractor is entitled 
 to receive one penny per week from every person using 
 the dining hall, in return for which it is his duty to warm 
 food and supply hot water for making tea and coffee. 
 
 No intoxicating liquors are allowed on the premises, 
 and smoking is prohibited until half the dinner hour 
 has passed. 
 
 SICK FUXD.* 
 
 Subscription 2d. per week, entitling members to "bene- 
 fit " as follows: 6s. per week for twenty-six weeks, 
 and 3s. per week for a further twenty-six weeks. 
 
 In case of death a levy is made upon the members, 
 and a contribution given as follows : 
 
 Member 3 
 
 Member's wife 2 
 
 Member's child 1 
 
 The balance in hand at end of year is divided among 
 the members. 
 
 DISPENSARY. 
 
 The scale of charges for the dispensary is as follows, 
 and includes medicines and medical attendance, but is 
 exclusive of midwifery and vaccination : 
 
 Per Annum. 
 s. d. 
 
 For each person engaged on the works 4 
 
 For the wife of any such person 4 
 
 For each child under 14 years 2 6 
 
 The maximum charge for any family 
 
 being 18 
 
 The payments are deducted from the wages. 
 
 * This is in connection with the Sunday School ; that mentioned 
 at pp. 93 et seq. is for the employees.
 
 PROVIDENT INSTITUTIONS. 
 
 These charges might be considerably reduced if every 
 member would assist the surgeon by showing his card 
 of membership when he applies for medical assistance, 
 as numbers of persons not entitled to the benefits of the 
 dispensary are constantly in the habit of fraudulently 
 obtaining medicine and advice.* 
 
 93 
 
 TO BE SIGNED. 
 To Tangyes Limited. 18 . 
 
 I request you to deduct my dispensary contribution, 
 as under, from my wages, in monthly instalments, on 
 the first Friday in each month ; and I hereby acknow- 
 ledge that this deduction is made solely for my con- 
 venience, and that you have no benefit whatever in so 
 doing. 
 
 
 
 
 Names 
 of Children. 
 
 Age. 
 
 Names 
 of Children. 
 
 Age. 
 
 Self.... 
 
 
 
 
 
 
 
 "Wife 
 
 
 
 
 
 
 
 Children 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Witness . 
 
 Signed . 
 
 No. 
 
 PROVIDENT SICK SOCIETY. 
 The rules are as follows : 
 
 1. Name and object. The society shall be called the 
 " Cornwall "Works Provident Sick Society," and its 
 obj ect shall be to render mutual assistance to its members 
 in case of illness, and to provide for the payment of a 
 sum of money at death, according to rule 3. 
 
 2. Officers. The society shall be managed by a presi- 
 dent, vice-president, treasurer, secretary, and not less 
 
 * At the outset Messrs. Tangyes provided a suitable building, 
 fitted it out with, a complete set of surgical instruments and 
 drugs, and guaranteed the payment of the salaries of the medical 
 staff. It is now nearly self-supporting.
 
 94 
 
 PROFIT-SHARING. 
 
 than twenty-one committee men (members of the 
 society), who shall be appointed by the department they 
 are to represent. The committee shall meet on the first 
 Monday in each month ; nine to form a quorum. 
 
 3. Contributions and benefits. The members shall be 
 divided into three classes, according to their respective 
 rates of wages, and the contributions and benefits shall 
 be as under : 
 
 j 
 
 Rate of 
 Wages per 
 Week. 
 
 Contribution 
 per 
 Fortnight. 
 
 Sick Benefit 
 per Week. 
 
 Death of 
 Member. 
 
 Death of 
 Member's 
 Wife. 
 
 Death of 
 Member's 
 Child if 
 under 14. 
 
 Funeral 
 Levies. 
 
 A 
 
 Under 8s, 
 
 d. 
 2 
 
 S. (I. 
 
 2 6 
 
 s. d. 
 1 13 
 
 s. d. 
 
 s. d. 
 
 d. 
 1 
 
 B 
 
 15s. 
 
 3 
 
 4 
 
 2 10 
 
 
 
 2 
 
 C 
 
 15s. & over 
 
 6 
 
 8 
 
 500 
 
 2 10 
 
 100 
 
 4 
 
 Contributions shall be deducted from the wages. 
 Members shall be entitled to benefit eight weeks after 
 entrance. 
 
 Sick or disabled members shall be entitled to thirteen 
 weeks' full pay, and twenty-six weeks' half -pay, after 
 which time sick pay shall cease, but they shall be 
 allowed to remain in the society on payment of one 
 penny per week during the remainder of their illness ; 
 membership to cease if this payment is neglected for 
 four consecutive weeks. No member shall receive more 
 than thirteen weeks' full pay in any twelve months. No 
 member shall pay his contribution while receiving sick 
 pay. 
 
 Funeral benefits shall be treated as a separate fund, 
 and a levy made as required to meet demands. 
 
 4. Medical certificates. Sick members must ask the 
 doctor to place their names upon the dispensary register 
 of sick members at the time they desire to declare on
 
 PROVIDENT INSTITUTIONS. 95 
 
 the funds, and the doctor will in the same book enter 
 the date when they declare off the funds. 
 
 Members not using the dispensary, and also those 
 away from home, must send a medical certificate to the 
 secretary within three days. Should they neglect to do 
 this, they shall have no claim except for the two days 
 previous to the receipt of such certificate. 
 
 Members leaving town for the benefit of their health 
 shall first obtain permission from the committee, and 
 shall then send a medical certificate from a resident 
 surgeon once a fortnight ; such certificate shall be paid 
 for out of the funds of the society. A medical certifi- 
 cate must also be sent when members declare off the 
 funds. 
 
 5. Conditions of benefit. No member shall receive 
 benefit unless he be for three successive days sick or 
 disabled. No member shall be paid benefit for the day 
 on which he declares on the funds, if he shall have 
 worked on any part of that day. If any member be 
 thrown on the funds through improper conduct, his 
 case shall be brought before the committee, who shall 
 deal with it as they may deem best. 
 
 No sick member shall be away from home after nine 
 p.m. from 1st April to 30th September, nor after seven 
 p.m. from 1st October to 31st March. If it shall be 
 reported to the secretary that any member has been out 
 after these hours, or has been acting improperly, the 
 matter shall be brought before the committee, who shall 
 decide what shall be done. Sick benefit shall be made 
 up to "Wednesday night, and paid on Friday. 
 
 [Eules 6 and 7 contain provisions as to the duties of the 
 secretary and auditors.] 
 
 8. Steivards.* Two stewards (members of the society) 
 residing near a sick member shall each visit such 
 
 * The stewards are appointed by the secretary.
 
 96 PROFIT-SHARING. 
 
 member at least once a week, and one of the stewards 
 shall take the member's sick pay. Any steward neglect- 
 ing his duty shall be fined 3d. for each neglect. 
 
 [Rule 9 provides for annual meetings.] 
 
 10. Dividends. Should there be more money than is 
 required for the efficient working of the society, after 
 leaving four weeks' contributions in hand, the same 
 shall be divided annually, according to class and length 
 of payment. But if at any time there should not be 
 sufficient funds in hand, the committee are empowered 
 to make a levy to meet the present demands, such levy 
 not to exceed 2d., 3d., or 6d. per member, according to 
 class. 
 
 11. Members leaving. If any member leave the 
 works he shall receive his share of the funds then in 
 hand ; but in case any member leave before having paid 
 eight weeks' contribution, he shall have the whole of 
 his contributions returned, and have no further claim on 
 the society. 
 
 1 2. Alteration of rules. No alteration in these rules 
 shall be made except at a general meeting of the 
 members, and such proposed alteration shall first be 
 submitted to the committee. 
 
 Should any dispute arise with any member, the same 
 shall be submitted to the president, vice-president, and 
 committee, and their decision will be final. 
 
 Each member snail receive a copy of these rules, 
 gratis, on entering the society. 
 
 13. Change of residence. If any member change his 
 residence, he shall notify the same to the secretary 
 within one week. Failing to do this, he shall be fined 3d. 
 
 FORM TO BE SIGNED. 
 To Tangyes Limited. 
 
 I request you to deduct my sick club contributions 
 from my wages on such of your pay-days as may be
 
 PROVIDENT INSTITUTIONS. 
 
 1)7 
 
 most convenient to you, until I give you written notice 
 to discontinue it ; and I hereby acknowledge that this 
 deduction is made solely for my convenience, and that 
 you have no benefit whatever in so doing. 
 
 Date. 
 
 Signature. 
 
 Number. 
 
 Class. 
 
 Address. 
 
 Witness. 
 
 
 
 
 
 
 
 ACCIDENT FUND.*' 
 In Case of Death 
 
 The friends of persons whose weekly wages are 
 
 
 17*., or under, will receive 25 
 
 Between 17*. and 24s 50 
 
 Between 24s. and 30s ; . . 75 
 
 Above 30s 100 
 
 Per 
 
 In Case of Disablement week. 
 
 Youths with weekly wages of 17s. a week or under 5s. 
 
 Men with weekly wages between 17s. and 30s 10s. 
 
 And those above 30s 15s. 
 
 CONDITIONS. 
 
 (a) No person employed by Tangyes Limited shall 
 come under the provisions of the accident fund, unless 
 at the time of the accident he was in full membership in 
 some recognised sick or benefit society. 
 
 (b) Immediately upon the occurrence of an accident, 
 
 * This allowance is made by Messrs. Tangyes Limited, no sub- 
 scriptions being made by the employees. Those wishing to come 
 under the provisions of the accident fund have to sign the form 
 given below. Contributory negligence does not exclude from 
 benefit under the fund. 
 
 R. F
 
 98 PROFIT-SHARING. 
 
 the injured man (or his friends) is to obtain from his 
 foreman a statement in writing, duly signed, setting 
 forth the particulars of the accident and certifying that 
 it occurred whilst employed about the work of the com- 
 pany ; the foreman's statement must be handed to the 
 works' doctor on his first visit to the injured man, and 
 no claim for benefit will be considered without his 
 certificate that in his opinion the patient is unable to 
 work, and no certificate shall be given without such 
 statement from the foreman. This certificate must be 
 produced each time weekly application is made for a 
 payment from the fund, and must bear the works' 
 doctor's signature and date on each such pay-day, as a 
 guarantee that the patient is still unable to work 
 because of the accident. 
 
 (c) Payment under the accident fund will cease 
 absolutely on the patient leaving the employment of the 
 company. 
 
 (d) The certificate of the works' doctor must be given 
 up to the pay-clerk previous to the last payment being 
 made. 
 
 (e) In case of fatal accident the foreman's statement 
 and doctor's certificate, as above, will be required. 
 
 (f) No accident shall be deemed a fatal accident 
 unless it be the direct, evident and immediate cause of 
 death within three calendar months from the date of its 
 occurrence, and any weekly payments which may have 
 been made under the accident fund shall be deducted 
 from the sum payable in case of fatal accident. 
 
 N.S. Tangyes Limited reserve to themselves the 
 right to withdraw the provisions of the "Limited 
 Partnership for Employees,"* and of the Accident Fund, 
 upon giving six months' notice of their intention to do 
 so, such notice being given by the posting of a placard 
 
 * See p. 63, ante.
 
 PROVIDENT INSTITUTIONS. 99 
 
 or placards on one or more of the usual notice boards 
 in the works. 
 
 FORM: OF AGREEMENT to be signed by Workmen in 
 respect of Employers' Liability Acts. 
 
 I, , of , hereby agree 
 
 with Tangyes Limited that, in consideration of their 
 
 | permitting me to enter j ^ ^^ and admitting 
 
 ( retaining me in ; 
 
 me to the benefits of their Accident Fund (the condi- 
 tions of which I have read and fully understand, a copy 
 of the same having been given to me), I will not, nor 
 shall any of my representatives, in the event of any 
 accident befalling me while in the employ of Tangyes 
 Limited, make any claim whatsoever against Tangyes 
 Limited which I, or my representatives, might otherwise 
 be entitled to make under the Employers' Liability Act 
 of 1880, or any statutory modification thereof (a). 
 
 Signed . 
 
 Witness 
 
 Date . 
 
 (ft) The closing words, in italics, have been added, and a 
 low minor alterations made in this form by the writer. 
 
 r2
 
 PROFIT-SHARING. 
 
 >SCHEME FOR LIFE AND ACCIDENT 
 INSURANCE OF EMPLOYEES BY 
 MONTHLY PAYMENTS.* 
 
 I. All premiums will be payable during the last 
 week of each month, and the company will collect the 
 monthly premiums from the assured, or deduct the same 
 when paying salaries, or the last week's wages for the 
 month. 
 
 H. Though the payments will thus be monthly in 
 advance, instead of yearly, the insurance office has 
 agreed to charge only the same rate as for yearly 
 premiums. 
 
 III. The payments being on account of premium, the 
 insurance office will issue its official receipts at the end 
 of each year. In the meantime, the monthly deductions 
 will be entered in a book kept for the purpose, which 
 -will be certified by the insurance office, and open to the 
 inspection of the assured. 
 
 IV. The deductions from salaries or wages will be 
 made in equal monthly amounts, reckoned to the nearest 
 6</., any balance of odd money being taken in January 
 of each year. 
 
 V. As far as practicable, all medical examinations 
 will be made at the offices of the company. 
 
 VI. Should the assured at any time leave the service 
 of the company, the premium will have to -be paid 
 direct to the insurance office, and yearly. 
 
 * This scheme is the one in force with Cassell & Company, 
 Limited, having been specially arranged to facilitate insurance 
 fcy their employees. See also p. 54, and pp. 102 et seq.
 
 LIFE AND ACCIDENT INSURANCE. 101 
 
 YII. In order that prompt payment may be received 
 from the insurance office, and to prevent probate and 
 other expenses, policies will, when desired, be made 
 payable to the widow or legal representative of the 
 assured. 
 
 VIII. As regards life insurance, the policies will be 
 taken out either payable when reaching the age of 60 r 
 or at 65, or at death. 
 
 IX. The insurance office will allow the company the 
 usual commission paid to agents, and such commission 
 will be divided yearly among such of the assured as 
 continue in the company's service, in proportion to the 
 premiums they may have paid during the preceding 
 year.
 
 102 
 
 PROFIT-SHARING. 
 
 Annuity 
 limits. 
 
 Insurance 
 limits. 
 
 rurther 
 Annuities 
 and Insur- 
 ances. 
 
 Govern- 
 ment 
 Security. 
 
 Proposal 
 form. 
 
 Evidence 
 <rf age. 
 
 POST OFFICE EEGULATIONS FOE THE 
 
 PUECHASE OF GOVEENMENT ANNUITIES 
 
 AND LIFE INSUEANCE * 
 
 Immediate or deferred annuities of not less than 11. 
 and not more than 1001. may be purchased through the 
 Post Office on the life of any person over 5 years of age. 
 These annuities are payable by equal half-yearly 
 instalments on the 5th January and the 5th July, or on 
 the 5th April and the 10th October, according to the 
 date of purchase. 
 
 The lives of persons of either sex between 14 and 65 
 years of age may be insured for any amount not less 
 than 51. and not more than 100/. The lives of children 
 between 8 and 14 years of age may be insured for 51. 
 
 If the amount of the annuity or insurance purchased 
 is less than 1001. further annuities and insurances may 
 be purchased from time to time until the total amount 
 of annuities depending on the life is 100^. and the total 
 sum insured is 100Z. 
 
 The persons to whom annuities are granted, or whoso 
 lives are insured by the Postmaster General, have 
 direct Government security for the payment of the money 
 at the proper time. 
 
 Forms of proposal for annuities and insurances may 
 be obtained at any Postal Savings Bank Office. 
 
 Persons proposing to purchase annuities or to insure 
 their lives must furnish a statement, giving full par- 
 ticulars as to their age, upon a form which will be 
 supplied by the Postmaster with the form of proposal. 
 
 If such statement can be verified by the Registrar 
 General, London, no further evidence of age will be 
 required, but if not, proposers must provide, at their 
 
 * Similar annuities and insurances can be obtained from most 
 insurance offices, and on somewhat more favourable terms.
 
 GOVERNMENT ANNUITIES AND LIFE INSURANCE. 10-> 
 
 own cost, such certificates of birth or baptism, or other 
 evidence of age, as shall be required of them. 
 
 When the age has once been proved, further contracts 
 are granted without requiring any further evidence of 
 age. 
 
 Husband and wife may each purchase an annuity of Husband 
 10QL, and may each be insured to the full amount of ai 
 1007. 
 
 The contract for an annuity or an insurance is issued Issue of 
 on payment of the purchase money if a single payment, cc 
 or of the first annual premium in full. 
 
 Annuity and insurance premiums are payable through Premiums 
 the medium of savings bank deposit accounts, and are ^ pa - v 
 accepted in addition to ordinary deposits and deposits 
 for immediate investment in Government stock. Pro- 
 vision can be made from time to time for the payment 
 of premiums by depositing not less than Is. at any 
 postal savings bank office, and by the use of the penny 
 stamp slips the provision can be made in sums of Id. at 
 a time. 
 
 So long as there is a sufficient sum standing to the 
 credit of the deposit account each premium will be 
 transferred therefrom, as it becomes due, to the account 
 of sums received in respect of annuities and insurances, 
 without the depositor being troubled in the matter, and 
 notice will be sent as evidence that the premium has 
 been paid. If the balance in the account is insufficient 
 to cover any premium due the depositor will be informed 
 accordingly in time to make a deposit, which may be 
 done at any postal savings bank office. If desired, the 
 premiums can be transferred from the account of any 
 person other than the annuitant or insurant with the 
 consent in writing of the depositor. 
 
 Members of friendly or provident societies may pay 
 their premiums through such societies by arrangement 
 with the Postmaster General and the societies. 
 
 All amounts due in respect of annuities or insurances Annuities
 
 104 PROFIT-SHARING. 
 
 and Insur- will be credited to the annuitants' or insurants' savings 
 paid 8 V bank deposit accounts, and will be paid at any postal 
 savings bank office in the United Kingdom by means of 
 warrants drawn on those accounts. 
 
 Tables of The Immediate Annuity Table is given in full in this 
 ms ' pamphlet.* Some of the deferred annuity and insurance 
 tables are also given, and any further information as to 
 cost can be obtained from the Havings Bank Department. 
 The deferred annuity tables are framed for the grant of 
 such annuities either with or without the return of the 
 purchase money. These annuities can be deferred for 
 any period from 10 to 50 years. Under the purchase 
 money returnable system, in the event of a desire to 
 discontinue paying the premiums, or of death before the 
 annuity commences, the whole of the premiums are 
 returned, without interest. The premiums for deferred 
 annuities are lower under the not returnable system, 
 but, as in the case of immediate annuities, the purchase 
 money is not returnable in any event. 
 
 Xomina- Any person, not under the age of 16 years, to whom 
 
 tiou for . . , 
 
 Insurance an insurance is granted, may nominate a person or per- 
 
 money. gons ^ Q w h om fa e money due at death is to be paid, and 
 a form of nomination, with full instructions as to filling 
 it up, can be obtained upon application to the Controller, 
 Savings Bank Department, London. 
 
 ANNUITIES. 
 
 Examples. The following are examples of the various classes of 
 annuities and the cost : 
 
 Immediate A male aged 65 can purchase an imme- s. d. 
 diate annuity of 11., payable half- 
 yearly, for - 9 13 4 
 A female aged 70 can purchase an im- 
 mediate annuity of 1L, payable half- 
 yearly, for - 8 14 2 
 
 * This has been omitted in this extract.
 
 GOVERNMENT ANNUITIES AND LIFE INSURANCE. 105 
 
 When the condition of a deferred annuity contract is Deferral 
 that, in the event of the death of the person on whose U^CT tie 
 
 life the annuity is to depend before the commencement money re- 
 of the annuity, the purchase money is to be returned to scale. 
 his representatives ; and that if the purchaser, at any 
 time before the commencement of the annuity, wishes to 
 discontinue the purchase, the purchase money shall be 
 returned : 
 
 A female aged 24 may purchase a deferred s. d. 
 annuity of \L, to commence on her 
 reaching the age of GO, and to be pay- 
 able half-yearly, either by an annual 
 payment until she reaches the age of 
 60 of - 4 4 
 
 or, 
 By an immediate payment of - - 5 4 1 1 
 
 When the condition of a deferred annuity contract is Deferred 
 that no part of the purchase money shall, in any event, una^ 116 
 
 be returned : money not 
 
 returnable 
 
 A male aged 24 may purchase a deferred s. d. 
 annuity of \L, to commence on his 
 reaching the age of 54, and to be pay- 
 able half-yearly, either by an annual 
 payment until he reaches the age of 
 54 of - 4 4 
 
 or, 
 By an immediate payment of- - 31910 
 
 Any two persons may purchase an immediate annuity joint 
 on their joint lives, with or without continuance of the A 
 annuity to the survivor. The cost of any joint annuity 
 will be furnished on application to the Controller, 
 Savings Bank Department, London, giving the age and 
 sex of each of the persons on whose lives the annuity is 
 to depend. 
 
 r5
 
 10(! PROFIT-SHARING. 
 
 LIFE LS-STJUAXCES. 
 
 I'remiums The premiums charged for tlie insurance of lives vary 
 e 7 &c. "with the ages of the persons whose lives are insured, 
 
 and with the mode in which they are payable. 
 Examples. The following examples show various ways in which 
 
 insurances may be effected : 
 
 The life of a male or female between 21 and 22 years 
 
 of age may be insured for 101. 
 
 s. d. 
 By an annual payment throughout life of 4 4 
 
 or, 
 By an annual payment to the age of 60 of 4 8 
 
 or, 
 By a single payment of - - - 4 4 
 
 Insurances The payment of a sum of money may be insured on 
 
 ro^after * ne attainment of the age of 60 years, or sooner in the 
 
 n term of event of death, by the payment of a single or annual 
 
 premium, and the payment of a sum of money may be 
 
 insured at the expiration of 10, 15, 20, 25, 30, 35, or 40 
 
 years, or sooner in the event of death, by the payment 
 
 of a single premium. 
 
 Insurances An insurance for a sum not exceeding 251. may be 
 medical effected without a medical examination upon production 
 tknfand" ^ satisfactory evidence as to health, but in such case, if 
 conditions, the insurant should die before the second premium 
 becomes payable, the amount of the first premium, and 
 no more, will be paid to his representatives, and if he 
 should die after the payment of the second premium, 
 and before the third premium becomes payable, half the 
 amount insured, and no more, will be paid to his repre- 
 sentatives. In either of these cases, however, if it is 
 proved to the satisfaction of the Postmaster-General 
 that the death of the insured person was caused by 
 accident, the full amount insured will be paid. 
 Insurances Persons proposing to insure for more than 257. must 
 cafexami-" un( lergo a medical examination, the cost of which is paid
 
 GOVERNMENT ANNUITIES AND LIFE INSURANCE. 107 
 
 by the department. And persons proposing to insure nation 
 for sums not exceeding 251. may undergo a medical benefit" 
 examination, if they so desire, by payment of a fee of 
 2s. 6d. to the medical examiner. In all cases of insu- 
 rances granted after medical examination, the insured 
 person is entitled to the full benefit of insurance imme- 
 diately the policy is issued. 
 
 The Postmaster-General reserves to himself the right Right of 
 of declining to insure any life that may be presented. proposals. 
 
 If, after having paid not less than two annual pre- Surrender 
 miums, an insurant should be unable to continue, or va pliu ' 
 should desire to discontinue, the payments, such sum of 
 money will be returned as the National Debt Commis- 
 sioners shall determine to be the surrender value of the 
 contract. 
 
 Permission is granted to persons over 30 years of age World- 
 who have been insured 5 years to reside in any part of w 
 the world without the payment of any extra premium. 
 
 No charge for postage is made to the depositor for Free 
 any communication passing between him and the Savings P osta S e - 
 Bank Department. 
 
 Strict secrecy is enjoined upon all officers of the Post- Secrecy. 
 master-General in connection with the subject of depo- 
 sitors' savings bank accounts. 
 
 Information with regard to any other point connected Further iu- 
 with savings bank business may be obtained by appli- 
 cation to the Controller, Savings Bank Department, 
 General Post Office.
 
 108 PROFIT-SHARING. 
 
 TRUST DEED* OF THE PENSION 
 
 FUND.t 
 
 THIS INDENTURE made the day of between 
 
 of in the county of - (hereinafter called 
 
 " the donor") of the first part, and A. B. of and 
 
 C. D. of (hereinafter called "the trustees") of the 
 
 second part, and the Company, Limited, of 
 
 (hereinafter called " the company ") of the third part. 
 
 WHEREAS the donor is desirous of founding pen- 
 sions for the benefit of employees who may, after a 
 consecutive service of at least ten years in the employ- 
 ment of the company (or in that of the old firm of - 
 and the company together), become incapacitated while 
 in the service of the company, and of the widows and 
 orphans of persons who, having been in the above em- 
 ployment for at least ten consecutive years, may have 
 died while in the service of the company, or during an 
 illness which necessitated the termination of that service, 
 and prevented them from procuring employment else- 
 where. AND WHEREAS the donor has invested the sum 
 
 of or thereabouts in fully paid shares of the 
 
 company (numbered to ), and has transferred 
 
 the same into the names of the trustees to be held upon 
 the trusts and subject to the stipulations and conditions 
 hereinafter mentioned. Now it is hereby declared be- 
 tween the parties hereto as follows : 
 
 1 . The said shares in the company shall remain in the 
 names or name of the trustees or the survivor of them, 
 or other the trustees or trustee from time to time of the 
 
 * This form is modelled on one used by Cassell & Company, 
 Limited. 
 
 t If preferred, the terms " annuity " and " annuitant " may be 
 substituted throughout for " pension " and " pensioner." 
 
 Where the company has succeeded to the business of a private 
 firm, it is reasonable to credit the employees with their service 
 under the old firm.
 
 TRUST DEED OF PENSION FUND. 100 
 
 said fund hereby created (hereinafter collectively re- 
 ferred to as "the trustees for the time being") and 
 shall be known as " The Pension Fund." 
 
 2. The interest, dividends, or annual proceeds of the 
 
 said fund, shall be applied to provide or more annual 
 
 pensions of pounds each, or such less amount as 
 
 the income from the shares may permit. 
 
 3. The pensioners shall be nominated in manner 
 hereinafter mentioned from among 
 
 (1) Employees who may, after a consecutive service 
 
 of at least ten years in the company (or in that of 
 
 the old firm of and the company together), 
 
 become incapacitated while in the service of the 
 company. 
 
 (2) From among the widows or orphans of employees 
 
 who, after such consecutive service as aforesaid, 
 may die in the company's service, or during an 
 illness which necessitated the termination of that 
 service, and prevented them from procuring em- 
 ployment elsewhere. 
 
 4. Should the income from such investment at any 
 time exceed the amount of the pensions then in existence, 
 the surplus shall be reserved by the trustees for the time 
 being for the purpose of making up deficiencies in 
 future years, or of increasing the number of pensioners 
 when, in their opinion, the accumulations shall enable 
 them to do so. 
 
 5. In the event of there being any such surplus, beyond 
 what is required for the payment of the pensions afore- 
 said, then the trustees for the time being shall invest 
 the same, either in fully paid shares of the company 
 or otherwise at their sole discretion, for the purposes 
 hereinbefore declared ; and the amount so invested shall 
 become part of the Pension Fund. 
 
 6. The trustees for the time being shall be at liberty, 
 at their sole discretion, to vary the investments of the
 
 JH> PROFIT-SHARING. 
 
 said fund from time to time, and to reduce or augment 
 the amount of the pension or pensions paid thereout, 
 subject only, in both cases, to the consent of the donor 
 during his lifetime. 
 
 7. All pensions created under this trust shall be 
 designated and known as " The Pensions." 
 
 8. The Provident Fund or Emergency Committee for 
 the time being (being the committee which manages 
 the company's fund for the relief of their employees in 
 case of emergency or distress), or if such committee shall 
 hereafter cease to exist, then some person or persons 
 appointed by the directors of the company shall, on the 
 
 day of in each year, select and recommend to 
 
 the donor (or, in the event of his death, to the directors 
 of the company) the eligible candidates for the succeeding 
 year's pensions. 
 
 9. Pensioners shall be elected for one year only, but 
 may be re-elected [for years and no more].* 
 
 10. The election of pensioners shall be absolutely 
 vested in the donor for his lifetime, and after his death, 
 in the directors of the company. Provided always, that 
 [after the death of the donor] f no employee of the com- 
 pany in receipt of a yearly salary of or more, nor 
 
 the widow or orphans of any such, shall be eligible. 
 
 1 1 . Pensions shall be paid at such times and in such 
 instalments as the emergency committee, or other person 
 or persons appointed as aforesaid by the directors of the 
 company in their place, may from time to time decide. 
 
 12. If the donor should fail to nominate a pensioner 
 or pensioners as aforesaid for two months after the 
 emergency committee, or the person or persons so ap- 
 pointed, shall have recommended a candidate or candi- 
 
 * The donor can control this matter as he may choose during 
 his lifetime. The words in brackets may well be omitted. 
 t The words in brackets may be added, if thought desirable.
 
 TRUST DELI) OF PENSION FUND. Ill 
 
 dates for the same, then the directors of the company 
 shall have power to elect. 
 
 13. In the event of the company ceasing to exist, or 
 
 to fully employ in the ordinary course of its trade 
 
 persons for at least hours per -week each, then the 
 
 said fund shall be converted into money and the proceeds 
 
 shall be paid to the Benevolent and Provident 
 
 Institute, to form a Memorial Fund, or if that 
 
 institute shall have ceased to exist, then the proceeds 
 shall be paid to such society or societies connected with 
 
 the trade as the trustees for the time being may, 
 
 in their absolute discretion, determine. 
 
 14. In the event of a trustee dying or resigning, or 
 refusing or being incapable or unfit to act, then the 
 donor in his lifetime, and after his death the directors of 
 the company, shall have the power of appointing a new 
 trustee in his place ; and on any such appointment the 
 number of trustees may be augmented or reduced. 
 
 In witness, &c.
 
 112 PROFIT-SHARING. 
 
 PROFIT-SHARING EULES UNDER THE 
 INDUSTRIAL SOCIETIES ACT, 1876. 
 
 Industrial The nearest approach, to true industrial partnership is 
 dent made by societies registered under the Industrial and 
 
 Societies p^y^ent Societies Act of 1876, and at least four profit- 
 
 Act. 1S|0. ... 
 
 sharing schemes have been started in this form, in order 
 to obtain the benefit of the provisions of that Act. 
 These, so far as they are material to the object of this 
 work, will be found set out at pages 162 et seq. At 
 page 174 is given the form of rules under the Act, 
 issued by the Eegistrar of Friendly Societies ; at page 
 114 is a copy of the rules of Messrs. William Thom- 
 son & Sons, Limited, showing how the code of rules 
 issued by the Central Co-operative Board may be 
 adapted to the special circumstances of a business. 
 On page 149 are the rules of the Ufton Hill Society, 
 which form a useful precedent for an agricultural 
 scheme, though, owing largely to unfavourable seasons, 
 the experiment was discontinued. 
 
 The chief features of the Act are, in brief, as follows : 
 It gives to societies registered under it the facilities 
 and privileges enjoyed by a company under the Com- 
 panies Acts, as regards limitation of liability, power to 
 sue and be sued under a corporate name, authority over 
 members and officers of the society, and the like. It 
 also offers special advantages as regards economy of 
 registration, and, in certain cases, exemption from 
 income tax. Also, incidentally, a very useful practice 
 has sprung up in societies registered under the Act, 
 of making certain of their rules fundamental, i.e. incap- 
 able of alteration except by the vote of a large 
 majority, or even, if desired, of the entire body of 
 members. The consent of a particular person or 
 persons to any proposed alteration may also be made 
 necessary, a precaution which gives the founder of a
 
 INDUSTRIAL SOCIETIES ACT 187 G. 11-3 
 
 scheme under the Act a control over its development. 
 The Act requires that the rules shall be capable of 
 alteration, but does not limit the restrictions which 
 may be imposed on effecting any such change : alter- 
 ations in the rules have, however, no force until 
 registered. Under the Companies Acts, rules cannot 
 be made fundamental, as only a special resolution is 
 necessary, which requires nothing more, after due 
 notice to all the shareholders, than a three-fourths 
 majority, and subsequent confirmation at a second 
 meeting. There is, however, one peculiar restriction 
 under the I. & P. S. Act, viz., that no member, other 
 than a society registered under the Act, may hold an 
 interest in the funds exceeding 200. This limitation 
 may be partly avoided by investing in the names of 
 nominees, and partly by creating loan capital, as in 
 the case of Messrs. Thomson & Sons, who practically 
 hold preference shares in the company to the extent of 
 10,000/., which bear interest in priority to the ordinary 
 shares. Any association consisting of seven or more 
 persons, and carrying on any labour, trade, or handicraft, 
 whether wholesale or retail, and whether one or more 
 than one, including the buying or selling of land, may 
 be registered as an Industrial and Provident Society. 
 (See sect. 6, p. 162.) The above-mentioned exemption 
 from income tax is lost, "in case the society sells to 
 persons who are not members thereof, and the number 
 of the shares of the society is limited, either by its 
 rules or practice." (See sect. 11 (4), p. 166.) It will be 
 noticed that the conditions here mentioned are conjunc- 
 tive and must both exist, so a society may deal with the 
 public generally, and its profits still be free of income 
 tax. This exemption does not extend to its individual 
 members, who are taxable according to the ordinary 
 law.* 
 
 * See further the notes to the precedents of rules under the Act, 
 and to the sections given at pp. Ib2 et seq.
 
 114 PROFIT-SHARING. 
 
 EULES OF MESSES. WM. THOMSON & SONS, 
 LIMITED. 
 
 Of this scheme under the Industrial Societies Act, 
 1876, Mr. Thomas Hughes, Q.C., says: "All who 
 have any acquaintance with the subject will see at once 
 that by this arrangement all the rocks upon which such 
 enterprises have hitherto foundered have been avoided." 
 
 As Mr. Gilman points out,* " The trade unions 
 and the co-operative associations are represented on the 
 committee, and are interested in the enterprise. The 
 workmen have a voice in the management, but the 
 rules wisely confer, first, upon the founder as manager, 
 and then upon his successors in that office, the powers 
 and privileges which are deemed indispensable in the 
 conduct of private business. The manager retains full 
 control of the personnel of the establishment, having 
 complete authority as to engaging, paying, and dis- 
 charging any employee." 
 
 EULES. 
 
 (a) The rules hereto annexed, entitled " General Eules for 
 an Industrial and Provident Productive Society," and 
 numbered 1 to 126, shall be the rules of this society, subject 
 to the Special Eules thereof. 
 
 (b) The rules next following, numbered I to XIV, are 
 the Special Eules of the society, to which the General Eules 
 therein referred to are respectively subject, and the interpre- 
 tation clause thereof applies. 
 
 THE SPECIAL EULES OF THE SOCIETY. 
 I. General Eule 3. The name of this society is . 
 
 II. General Eule 3. The special objects of the society are 
 To carry on the trade of ; t 
 
 * "Profit-Sharing," p. 295. 
 
 t Here the special objects are inserted.
 
 RULES OF A SOCIETY UNDER I. & P. S. AcT 1876. 115 
 
 The society shall have power to take over the business 
 of now carried on by the firm, of . 
 
 III. General Eule 4. The registered office, of the society 
 shall be at . 
 
 IV. General Eule 30. Such an amount of loan stock, not 
 exceeding 20,000?., as the committee may determine, shall 
 be issued for the purpose of facilitating the acquisition of 
 the business of the said firm, subject to the conditions fol- 
 lowing : 
 
 (a) The stock shall carry interest at the rate of 5?. per 
 
 cent, per annum, payable on the 1st of January and 
 July in each year ; 
 
 (b) It shall not confer a right to demand payment of the 
 principal from the society unless the interest aforesaid 
 is not duly paid for two consecutive years ; 
 
 (c) It shall be secured by certificates of indebtedness 
 
 under the hands of two members of the committee 
 and the secretary, stating the amount of loan stock 
 standing to the credit of the respective holders ; 
 
 (d) The committee shall keep a register of the holders of 
 
 loan stock for the time being, containing such par- 
 ticulars as they direct from time to time ; 
 
 (e) General Rules 34, 35, 42, 43, 44, 46, 48, 49, 50, and 
 
 126 (3) and (4) shall apply mutatis mutandis to the 
 loan stock and the register and transfer thereof. 
 
 V. General Rule 32. The payment for the purchase of the 
 
 said business of shall be made by loan stock and 
 
 shares, allotted subject to General Rule 27, to , of the 
 
 said firm, or as he may direct, upon the assignment to the 
 society of the buildings, stock, plant, and other assets of the 
 said business, according to a valuation thereof to be made 
 by Messrs. . 
 
 VI. General Rule 58. The ordinary business meetings 
 shall be held not later than the first Saturday in February 
 and August in each year. 
 
 VII. General Rule 71. 
 
 (a) Each society member entitled to vote shall have one vote, 
 
 and one additional vote for every additional one 
 hundred shares or fraction thereof held by it ; 
 
 (b) Votes may be given by proxy ; 
 
 (c) A proxy may be either a member of this society or of 
 
 any other company or society by which he is 
 appointed ; 
 
 (d) No person shall be entitled to give, as proxy for the 
 
 same member, more than five votes ;
 
 116 PROFIT-SHAKING. 
 
 (e) The instruments appointing proxies shall be in one of 
 the following forms : 
 
 (1) IN THE CASE OF AN INDIVIDUAL. 
 
 I, of a member of 
 
 [Wm. Thomson & Sons, Limited], hereby appoint 
 of , a member of the said society, as my 
 
 proxy, to vote in my behalf in respect of shares 
 
 held by me in the society, at the general meeting of the 
 society, to be held on the day of , 
 
 18 , or any adjournment thereof. 
 
 Witness my hand this day of 
 
 Signed by the above-named 
 
 In the presence of 
 
 (2) IN THE CASE OF A COMPANY OB SOCIETY. 
 
 We, the [Company or Society, Limited] being 
 
 members of [Wm. Thomson & Sons, Limited], hereby appoint 
 of , a member of [the last-named 
 
 society, or of this company, or of this society, as the case may 
 be] to vote on our behalf, in respect of shares 
 
 held by us in [Wm. Thomson & Sons, Limited], at the general 
 meeting of the said society, to be held on the day of 
 
 or at any adjournment thereof. 
 
 In witness whereof we, the undersigned officers of the 
 above-named [company or society] have hereunto set our 
 hands this day of 
 
 ) Members of the 
 
 j Committee. 
 
 Secretary. 
 
 VIII. General Rules 75, 76, 78, and 88. 
 
 (a) The committee shall consist, during the continuance of 
 the management of the founder after-mentioned, of 
 the founder (who shall be the president) and not less 
 than six committee-men, and subsequently of not less 
 than seven committee-men, who, at their first meeting 
 after the ordinary business meeting in February of 
 each year, which shall be the annual meeting, shall 
 appoint one of their number president for the year ; 
 and in the event of any vacancy in such office occur- 
 ring during the year shall fill up the same in like 
 manner. 
 
 (b) The committee shall be enlarged only by vote of a 
 
 special general meeting, which shall determine the 
 order of retirement of the additional members. 
 
 (c) Three committee-men shall retire at each annual 
 
 meeting.
 
 RULES OF A SOCIETY UNDER I. & P. S. AcT 1876. 117 
 
 (d) Nominations for committee-men may be made either 
 
 at the meeting or by papers placed in the hands of the 
 directors before its commencement, which must be 
 signed either by a proposer and seconder, or in the 
 manner required for the appointment of a deputy. 
 
 (e) Employment by the society as a worker shall not 
 
 disqualify the employee from sitting on the committee. 
 
 IX. General Eules 80 and 93. 
 
 (a) The first manager of the society shall be , of 
 
 aforesaid, herein called the founder, who is 
 hereby appointed general manager till his death or 
 previous resignation, subject to removal by the vote 
 of five-sixths of all the members of the society, 
 and five-sixths of all the votes capable of being given, 
 at a special general meeting, which, in that case, shall 
 appoint a general manager to succeed him. 
 
 (b) The founder, during the continuance of his appoint- 
 ment, shall control all business carried on by the 
 society, and engage, remove, or discharge all assistant 
 managers, salesmen, or employees of every description 
 required to conduct such business, and fix their 
 duties, salaries, or other remuneration at such rates, 
 and require them to give such security in any form 
 approved of by the committee, as he may determine, 
 subject to the duty of regularly reporting all such acts 
 to the committee as required by General Eule 93 (3). 
 
 (c) Clause 5 of General Eule 93 shall not apply to the 
 
 founder. 
 
 (d) The founder, in the event of his death while he con- 
 tinues manager or of his resignation, may, by his 
 will, or any instrument under his hand, appoint such 
 person as he may select to succeed him as general 
 manager, subject to confirmation by a special general 
 meeting, which shall be convened as soon as prac- 
 ticable after the decease or resignation of the founder. 
 
 (e) If the founder is removed, or dies, or resigns without 
 
 having appointed a successor, the committee shall, as 
 soon as practicable thereafter, convene a special gene- 
 ral meeting of the society, to appoint a manager. 
 
 (f) The appointment shall be made by ballot, and shall 
 
 require, on this occasion, an absolute majority of the 
 votes of all the members of the society. But if such 
 majority is not obtained, after not less than three 
 trials, the meeting shall stand adjourned for one 
 calendar month, and at such adjourned meeting, of 
 which notice shall be given under General Eule 68, 
 the appointment shall bo made by a majority of votes 
 of all the members present in person or by proxy. 
 
 (g) After the founder shall have ceased to hold office, there
 
 118 PROFIT-SHARING. 
 
 shall also be elected at the annual meeting in each year, 
 on the recommendation of the committee, by a majority 
 of the votes of the members present in person or by 
 proxy, as manager-elect, some person willing to 
 undertake the duties of general manager in case of a 
 vacancy. 
 
 (h) The manager-elect shall be re-eligible. If the office 
 is vacant from any cause, the committee shall appoint 
 a successor, who shall continue till the next annual 
 meeting. 
 
 (i) Every manager for the time being, other than the 
 founder, shall have the same powers as the founder, 
 except that of appointing his successor, but shall be 
 removeable under General Eule 93 (5}, subject to the 
 qualifications following : 
 
 (1) A vote for the removal of the manager shall, 
 in all cases, be preceded by an investigation by a 
 special committee to be appointed by the meeting before 
 which the charge is brought, consisting of not less 
 than three nor more than five persons, who may or 
 may not be members of the society, but shall not be 
 members of the general committee, who shall inquire 
 into the charges made and the defence of the manager, 
 and hear any evidence adduced on either side, and 
 shall report fully to a special general meeting of the 
 society the facts which they consider to be proved. 
 
 (2) The meeting, after having heard the report and 
 what the manager may say in justification, shall 
 decide by ballot, aye or no, whether he shall be 
 removed. 
 
 3) An absolute majority of all the votes capable of 
 being given shall suffice for his removal, though it is 
 less than two-thirds of the votes of those present, 
 in person or by proxy. The decision shall be final. 
 
 (k) The manager-elect shall become manager upon the 
 death, resignation, orremovalof the preceding manager, 
 and upon the suspension of such manager shall 
 replace him till the case is decided. 
 
 (1) The remuneration of the general manager 
 
 (1) In the case of the founder, shall be determined 
 by an agreement to be made between the founder and 
 the committee, which shall be part of the conditions 
 of the purchase of the said business. 
 
 (2) In the case of any other general manager, shall 
 be such as may be agreed upon between him and the 
 committee at the time of his appointment. 
 
 X. General Rule 86. The committee shall meet not less 
 than once every month. 
 
 XI. General Eule 96. The seal shall bear the name of the
 
 RULES OF A SOCIETY UNDER I. & P. S. Ad 1 1876. 119 
 
 society, with the device of * * * [and the words ' ' industrial 
 partnership " in the margin opposite to the name of the society.] 
 
 XII. General Eules 105 and 82. The audit of the 
 accounts shall be made once only in every year, for the 
 annual mooting. But such a statement of the accounts and 
 report as is prescribed by Eule 82 shall be laid before the 
 meeting in August without any audited account. 
 
 XIII. General Eule 114. 
 
 (a) The dividend on capital shall be at the rate of 51. 
 
 per cent, per annum ; and in case the state of the 
 business does not permit this amount to be paid, the 
 deficit shall be a first charge on the subsequent profits, 
 but without interest. 
 
 (b) Not less than 10 per cent, of the profits shall be 
 
 carried to reserve, until this fund amounts to 10 per 
 cent, of the capital. 
 
 (c) Five-ninths of the net profits, subject to the payments 
 
 aforesaid, and the other charges specified in this rule, 
 but without deducting any application of profit under 
 General Eule 93(7), shall be divided among all the 
 persons who during the period to which the division 
 relates have been employed by the society for not less 
 than six calendar months in the whole. 
 
 (d) The remaining four-ninths shall be applied as the 
 
 committee may authorise, on the proposal of the 
 manager, for the reward of special services to the 
 society, or for promoting the progress of the business, 
 by allowances to customers or otherwise, as may 
 appear expedient. 
 
 (e) All applications of profits under clause (c) shall be 
 
 made by shares or payments on account of a share, 
 which shall be appropriated to the persons respectively 
 entitled thereto, subject to the provisions following : 
 
 (1) If any person, not a member, to whom a share is 
 allotted under clause (c) applies to be admitted as a 
 member and is refused, his share shall be paid to him 
 in cash ; 
 
 (2) If any such person does not apply for admission 
 within one year after the allotment of shares to him, 
 his shares shall be forfeited and carried to reserve, 
 subject to the power of the committee to remit such 
 forfeiture in any case where the delay in making the 
 application is explained to their satisfaction. 
 
 XIV. General Eule 123. Eule IX., (a) to (g), and Eule 
 XIII. (c) are declared to be fundamental, and shall not be 
 rescinded or altered except by the vote of five-sixths of all 
 the members of the society for the time being, and five- 
 sixths of all the votes capable of being given.
 
 120 PROFIT-SHARING. 
 
 GENERAL RULES FOR AN INDUSTRIAL 
 
 AND PROVIDENT PRODUCTIVE 
 
 SOCIETY.* 
 
 (To le Registered under the Industrial and Provident Societies 
 Act, 1876.) 
 
 GENEEAL EULES. 
 
 CHAPTER I. INTERPRETATION AND GENERAL QUALIFICA- 
 TION. 
 
 Interpre- 1. In the construction of these Eules, including this rule, 
 tation. the following words and expressions have respectively the 
 
 meanings following, unless the subject-matter or context are 
 
 inconsistent therewith : 
 
 (1) Words importing the singular or plural number re- 
 
 spectively include the singular and plural numbers ; 
 words importing the masculine gender only include 
 the feminine gender. 
 
 (2) "The Act" means the Industrial and Provident 
 
 Societies Act, 1876, and any Act incorporated there- 
 with. 
 
 (3) "The committee " means the committee of manage- 
 ment, board of directors, or other directing body of a 
 society or company. 
 
 (4) A "company" means (1) any body corporate other 
 
 than a society ; (2) any society authorised to sue and 
 be sued by any person authorised to act on its behalf ; 
 and "a society" means any society registered under 
 the Industrial and Provident Societies Act, 1876, or 
 deemed so to be. 
 (o) " Lands " include tenements and hereditaments. 
 
 (6) "He," " him," and " person " include a company or 
 society. 
 
 (7) "Nominal capital " means the amount of the shares 
 
 allotted for the time being, and not paid off. 
 
 * The rules that follow were drawn up in accordance with the 
 provisions of the Industrial and Provident Societies Act, 1876, by 
 Mr. E. Vansittart Neale, for the use of societies registering' under 
 that Act, and are issued by the Central Co-operative Board. Some 
 verbal alterations have been made in them which do not affect 
 their operation.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 121 
 
 (8) " The society" means the society named in the Special 
 Eules. 
 
 (9) "Special members" mean the persons by whom the 
 Special Eules are signed, and any other persons whom 
 those rules may declare to be included thereunder. 
 
 (10) " The Special Eules " mean the rules prefixed hereto, 
 whereby these rules are made rules of any society. 
 
 (11) "The Treasury regulations" mean the regulations 
 approved by the Treasury under the Act, or any Act 
 relating to industrial and provident societies for the 
 time being. 
 
 (12) In Ireland, "bond" includes a judgment registered 
 as a mortgage, or a mortgage deed affecting specified 
 lands. 
 
 (13) In Scotland, "letters of administration" and "pro- 
 bate " mean confirmation. 
 
 2. Every rule herein contained shall be subject to qualifi- Qualifica- 
 cation by any special rule of the society referring to it by its tion of 
 number, and shall be deemed to be adopted by the society n " es - 
 
 in so far only as is consistent with such qualification. 
 
 CHAPTER II. NAME, OBJECTS, AXD PLACE OF BUSINESS. 
 
 3. The name and special objects of the society shall be Name, ob- 
 those stated in the special rules. The objects of the society jects, and 
 shall include the trade of buying and selling land. The powers. f 
 society shall have full power to do all things necessary or 8< !ie ^' 
 expedient for the accomplishment of all objects specified in 
 
 its rules, including the power to purchase, hold, sell, 
 mortgage, rent, lease, or sub-lease, lands of any tenure, and 
 to erect, pull down, repair, alter, or otherwise deal with any 
 building thereon. 
 
 4. The registered office of the society shall be at such Registered 
 place in the United Kingdom as is mentioned in the special ^ ce - 
 rules. It may be changed by a resolution of the committee. 
 
 5. Notice of any removal of the office of the society shall Removal 
 be sent to the Eegistrar of Friendly Societies for the place of office to 
 where the office is situate within f ourteen days after such be notine( * 
 change, or such other time as may be required by the Trea- 
 sury regulations from time to time, and in the manner and 
 
 form thereby prescribed. 
 
 6. All books of account, securities, documents, and papers Books of 
 of the society, other than such (if any) as are directed by the account 
 committee to be kept elsewhere, shall be kept at the registered & c -> * 
 office, in such manner and with such provisions for their jj? 
 security as the committee from time to time direct; and 
 
 shall be open to inspection by the members as is hereinafter 
 provided. 
 
 R. G
 
 122 
 
 PROFIT-SHARING. 
 
 Who are 
 members. 
 
 Shares to 
 be held by 
 members. 
 
 Payment 
 on applica- 
 tion. 
 
 Applica- 
 tion by a 
 society or 
 company. 
 
 Applica- 
 tion by an 
 individual. 
 
 How appli- 
 cations 
 shall be 
 dealt with. 
 
 Notice of 
 refusal or 
 admission. 
 
 Repay- 
 ment of 
 the en- 
 trance fee 
 
 CHAPTER III. MEMBERSHIP. 
 Sect. 1. Members. 
 
 7. The society shall consist of the special members, and 
 of all such other persons as the special mles direct, or the 
 committee may admit, subject to such confirmation, if any, 
 as the special rules require. 
 
 8. Subject to the provisions of the Act, each individual 
 member shall hold at least one transferable share, and each 
 society or company one for such number of members as this 
 society may fix from time to time in general meeting. The 
 special members shall be deemed, in every case, to have 
 applied for and to hold such number of shares as an in- 
 dividual member is required to hold. 
 
 9. Every person shall pay, on applying for admission, Is., 
 for which he shall receive a copy of the rules. 
 
 10. Applications for admission by a society or company 
 shall be in such one of the forms, contained in Eule 126, as 
 the case requires, and shall be for such number of shares at 
 least as the rules require. 
 
 11. An application by an individual may be made either 
 in the form contained in Rule 126, or by the payment of such 
 sum as is required upon an application for admission, and 
 the signature of a receipt for a copy of the rules in the form 
 contained in the said rule, either by the applicant or on his 
 behalf. 
 
 12. Every application for admission shall be considered 
 by the committee at its next meeting, or so soon thereafter 
 as is practicable ; and if it is approved, the name of the 
 applicant shall be entered on the list of members and the 
 register of shares hereinafter mentioned, for the number and 
 description of shares required to be held by the rules, or any 
 larger number applied for and allowed by them to be held, 
 upon such approval and confirmation thereof, if any, as the 
 special rules may require. 
 
 13. Notice of the refusal of an application, or of the entry 
 of the name of any applicant on the list of members, signed 
 by the secretary, shall be sent to the applicant, at the 
 address mentioned on the form of application or receipt, 
 within one week after such refusal or entry is made. 
 
 14. The sum paid on an application for admission shall 
 be repaid on demand to the person by whom or on whose 
 behalf it was or purports to have been paid, within one 
 calendar month after the date of such demand, in the cases 
 following : 
 
 (1) If the application is refused;
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 123 
 
 (2) If it is not granted, within three calendar months 
 
 after the application ; 
 
 (3) If such payment has been made on behalf of any 
 
 person without his authority. 
 
 15. In the first of the above cases, the person refused Appeal 
 admission shall have the same right of appeal as is given by ancl era " 
 Eule 21. In the second and third cases, the name entered sure Jr e 
 shall be erased from the list of members, on a demand applicants, 
 made by the person whose name is so entered before any 
 payment has been knowingly accopted by such person as a 
 member. 
 
 16. The forms used on an application shall be numbered How forms 
 and filed in the office of the society, and shall be referred to * te re ' 
 in the list of members by such number. 
 
 17. A married woman maybe a member and may hold and Married 
 deal with any shares or other interest in the society credited women, 
 to her in England and Ireland as if she were unmarried, 
 according to the provisions of the Married Women's Property 
 
 Act, 1882, and in Scotland as is provided by the Married 
 Women's (Scotland) Act, 1881. 
 
 18. A minor not under the age of sixteen years may be Admission 
 admitted as a member, and may execute all instruments and f minors, 
 give all receipts necessary to be executed or given under 
 
 the rules, but may not be a member of the committee, 
 or a manager, or treasurer of the society. [See the Act, 
 11(9).]* 
 
 19. A person, all of whose shares have been transferred, "With- 
 repaid, or forfeited under the rules, shall cease to be a ^ r *^?| of 
 member, and no member may vote at any meeting of the ^j^partial 
 society, either personally or by deputy, cessation 
 
 (1) If he holds less than the number of shares of either of mem- 
 
 description required to be taken up on admission ; bership. 
 
 (2) If he is in arrear with his subscriptions ; 
 
 (3) If the sum standing to his credit on any withdrawable 
 
 shares is reduced by withdrawals below the full 
 amount payable on the number of withdrawable 
 shares he may be required to hold. 
 
 Sect. 2. List of Members. 
 
 20. The committee shall keep, at the registered office of Where to 
 the society, a list of the names, occupations, and addresses be kept, 
 of all members, open at all convenient times to the inspection an d entries 
 of the members ; and each member shall give notice of any thereon - 
 change affecting himself, or be subject to such fine not exceed- 
 ing Is. as may have been previously fixed by any ordinary 
 meeting of the society. No person, other than a deputy, 
 
 * Page 167, post. 
 G2
 
 124 
 
 PROFIT-SHARING. 
 
 whose name does not appear on such list, shall have any 
 right as a member of the society ; and the committee shall 
 cause to be erased therefrom the names of all such persons 
 as cease to be members under these rules. 
 
 Claims to 21. A person who claims to be placed or retained on, or 
 be entered removed from, the list of members, shall apply in the first 
 on or re- instance to the committee for that purpose, and if refused 
 
 moved m appeal to the next ordinary meeting held after the 
 Irom the J . , rr f . > f > -i -, -i 
 
 list. receipt 01 notice of such, refusal, which may make such 
 
 order on the matter as it thinks fit. 
 
 Nominal 
 value. 
 
 Instal- 
 ments. 
 
 Power to 
 pay in an- 
 ticipation. 
 
 Oases of 
 distress. 
 
 Applica- 
 tion of 
 dividends 
 to pay up 
 shares. 
 
 Allotment 
 of shares. 
 
 CHAPTER IV. CAPITAL. 
 Sect. 1. Share Capital. 
 
 22. The capital of the society shall be raised by shares of 
 the nominal value of 1, payable, as to every share required 
 to be held, at the rate of not less than 5s. per quarter, with 
 a fine of Is. per quarter on non-payment. 
 
 23. Each instalment shall be payable at such place, on 
 such days, between such hours, and to such persons as the 
 committee from time to time may fix. 
 
 24. A member may pay the whole or any part of any 
 instalment in anticipation of the period when it will become 
 due ; and if he holds more than one share not fully paid, 
 may specify to which shares the payment shall be applied ; 
 otherwise it shall be distributed equally ; and the com- 
 mittee may allow a rebate not exceeding the rate of o per 
 cent, per annum upon any such anticipated payment. 
 
 25. The committee may remit any fine incurred by non- 
 payment of any instalment, if the non-payment appears to 
 them to have arisen from sickness, distress, want of work, 
 or any other sufficient reason, of which a written statement, 
 signed by the defaulting member or some person claiming to 
 act on his behalf, has been given to the secretary at the time 
 when the payment ought to have been made. 
 
 26. The dividends payable 
 
 (1) Upon the share capital required to be held by any 
 
 member ; 
 
 (2) Upon any share allotted to a member in respect of 
 
 profits, not exceeding any limit fixed by the Special 
 Rules, or if no limit is so fixed, that fixed by Eule 27 ; 
 
 shall accumulate and be credited to him from time to time 
 
 as share capital. 
 
 27. The committee shall allot to all members other than, 
 the special members, upon their admission, or admission and 
 approval, as the case may be, such number of shares as they 
 apply for, and shall similarly allot, from time to time, the
 
 RULES OF A SOCIETY UNDER I. & P. S. AcT 1876. 125 
 
 shares applied for by any member, or required to make the 
 nominal value of his shares not less than the capital of the 
 same denomination credited to him, provided that the number 
 of shares so allotted does not raise the total investment of any 
 member, not being a society, to a sum exceeding two hundred 
 pounds sterling. 
 
 Sect. 2. Enforcement of Debts to Society. 
 
 28. All sums due from any member, for subscriptions or Eecovery 
 otherwise, shall be recoverable from him, his executors or of sums 
 administrators, as a debt due to the society. The secretary due under 
 shall lay before each ordinary meeting a return of all such rules, and 
 sums, and thereupon the meeting may O f glares. 
 
 (1) Direct the committee to take legal proceedings for the 
 
 recovery thereof ; and also 
 
 (2) If the sum is due in respect of a share, declare such 
 
 share to be forfeited, if any payment thereon has been 
 in arrear for three calendar months. 
 
 29. Upon a declaration of forfeiture of a share, the same Effect and 
 shall become the property of the society, and may be dealt remission 
 with as it may think fit ; but the forfeiture may be remitted of for- 
 
 if the sum due is paid within one calendar month from the * a ** 1 *' 
 date of the notice of forfeiture, which shall be sent in each 
 case to the registered address of the member within one week 
 after the declaration of forfeiture. 
 
 Sect. 3. Loans and Deposits. 
 
 30. (1) The committee may obtain advances of money for Loans, on 
 the purposes of the society from time to time from any person, what se- 
 whether a member of the society or not, upon the security cu rity> to 
 
 of bonds, or agreements, or promissory notes, or transferable ^, a < 
 c ;. , 5 , , J 7 amount, 
 
 preferential shares by or 01 the society, or of a mortgage an( j \ IOW t 
 
 either legal or equitable of any property thereof ; * be made. 
 
 (2) The total amount so obtained shall not exceed at any 
 time the limit fixed by the special rules or a general meeting, 
 and if no limit is thereby fixed, twice the then nominal 
 capital of the society ; 
 
 (3) The committee may make any such loan on such terms 
 as to the time and manner of repayment as it thinks fit ; 
 
 (4) The rate of interest agreed to be given on any such 
 loan shall not exceed 5 per cent, per annum ; 
 
 (5) Any bond of the society may be made a specific charge 
 upon any lands of the society specified therein or in any 
 schedule thereto. But a separate register shall be kept of 
 all such bonds ; 
 
 * This rule might, with advantage, be modified by the special 
 rules, and, inter alia, debentures might be substituted for bonds. 
 See Rule 13, p. 151.
 
 12G 
 
 PROFIT-SHAKING. 
 
 Power to 
 
 receive 
 
 deposits. 
 
 Power to 
 invest 
 surplus 
 capital. 
 
 (6) Any such bond or share may be issued, or note given, 
 or agreement or mortgage made, as a continuing security to 
 cover any sum not exceeding the limits aforesaid, due or to 
 become due by the society to any person or persons with 
 whom it may transact banking business. 
 
 (7) All such securities shall be made in such form, and 
 shall be signed on account of the society by such persons, as 
 the committee direct from time to time. 
 
 31. The committee may receive from any persons, whether 
 members or not, on deposit, withdrawable on such notice, 
 being not less than two clear days, as they may fix from time 
 to time, any sums, within the total limit mentioned in Eule 30, 
 not exceeding 5s. in any one payment, nor 20 for any one 
 depositor ; and if the society has any withdrawable capital, 
 no payment out thereof shall be made while any claim due 
 on account of any such deposit is unsatisfied. 
 
 Sect. 4. Investments. 
 
 32. The committee may invest any part of the capital of 
 the society in advances to members on the security of real or 
 personal property ; or, with the sanction of a special general 
 meeting, in purchasing the business of any other society or 
 company in which its capital might be invested falling 
 within the objects of the society, or in carrying on any such 
 business in conjunction with any such society or company ; 
 or in any other way permitted by the Industrial and Provi- 
 dent Societies Act, 1876. 
 
 Sect. 5. Repayment of Capital. 
 
 Repay- 33. Subject to the payment of, or a sufficient provision for, 
 
 ment com- a n subsisting claims on the society, the committee may from 
 
 pU p ls v7 ~ n ti me T0 time apply any moneys which they cannot profitably 
 
 invest for the purposes of the business or the benefit of the 
 
 members, to pay off the excess of shares over one held by the 
 
 members, in the order of the dates of their entry on the 
 
 register of shares, and among any entered of the same date 
 
 in the alphabetical order of the surnames of the original 
 
 holders. 
 
 Eepay- 34. Subject as aforesaid, the committee may, on the appli- 
 
 ment on cation of the holder of any share, repay any sum not 
 the request exceeding the amount then credited thereon ; and shall 
 repay the whole sum so credited in any case where they 
 refuse to confirm the transfer of any such share which is 
 fully paid up. 
 
 35. All such repayments shall be made on resolutions of 
 the committee, which, with the receipts for the money paid, 
 shall be entered or referred to on the register of shares after 
 mentioned, designating each share by the number to be given 
 
 Tiers. 
 
 Shares 
 repaid to 
 he extin- 
 guished.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 127 
 
 to it, and thereupon the shares in respect of which such pay- 
 ments are made shall be extinguished. 
 
 36. If a member who has received notice that the com- Moneys 
 mittee is prepared to pay him off leave the sum to be thus left with 
 repaid in the hands of the society, he shall not be entitled to ^ soci ety 
 any interest thereon after the expiration of the time named ^nav- 06 
 in the notice of repayment. ment. 
 
 CHAPTER V. SHARES. 
 Sect. 1. Shares Generally. 
 
 37. All the shares of the society shall be transferable. of what 
 
 38. Shares may be held by two or more individuals jointly, descrip- 
 either of whom may give a valid receipt for any interest or 
 dividend payable thereon ; and all notices relating to any Where two 
 such shares, if given to such one as they jointly direct, and in ? r . n * oie 
 default of any direction, to the one whose name stands first holers, 
 in the books of the society, shall be sufficiently given. 
 
 39. Dividends shall not be calculated on or for any fraction Limit to 
 of 1, or of a calendar month. dividends. 
 
 Sect. 2. Mode of Dealing with Shares. 
 
 40. All shares allotted by the society shall be numbered How to be 
 continuously, and all such as are not taken to be held by the allotted, 
 special members shall be allotted to the original holders 
 thereof by the committee in the order of the numbers ; and 
 
 all such as are taken to be held by the special members 
 shall be entered in the share register after mentioned, under 
 the names of such members, in alphabetical order, and in 
 the order of the numbers, beginning with one. 
 
 41. The committee shall keep a share register, in which, Share 
 under the number of each share, shall be entered the name register, 
 of the member to whom it was originally allotted, or under 
 whose name it is entered ; and if the share is cancelled, as is 
 hereinafter provided, the date of such cancelling. 
 
 42. The committee shall keep, as part of the share register, Share 
 a ledger containing, in separate columns, under the name of ledger, 
 each member, the numbers of the shares originally allotted 
 
 to, or entered in the name of, or subsequently acquired by 
 such member, with the dates of such allotments, entries, and 
 transfers respectively, and a reference to the pages contain- 
 ing the names of the transferors ; the numbers of all shares 
 transferred, with the date of such transfers respectively ; a 
 reference to the pages containing the names of the trans- 
 ferees ; and such particulars of the amounts paid upon such 
 shares as the committee direct.
 
 128 
 
 PROFIT-SHARING. 
 
 Forms of 
 transfer. 
 
 Registra- 
 tion of 
 transfers. 
 
 To whom 
 transfers 
 may be 
 made. 
 
 43. Transfers shall be in one of the forms hereinafter con- 
 tained, or as near thereto as the case allows ; they shall be 
 numbered continuously, and shall state the number of each 
 share transferred ; and shall be executed by the transferor 
 and transferee, and kept in the office of the society, and 
 entered under their numbers in a register of transfers, with 
 such other particulars as the committee direct; and the 
 number of each transfer shall be entered in the share ledger, 
 under the name of the transferor and the transferee. 
 
 44. No transfer shall be registered unless it is properly 
 stamped, nor if made by a member indebted to the society, 
 without special order of the committee ; and until the transfer 
 of a share is registered, no right shall be acquired against the 
 society by the transferee, nor shall any claim of the society 
 upon the transferor be affected. 
 
 45. Any share may be transferred with the approval of the 
 committee to any other member at the option of the trans- 
 feror ; but if the transferee is not a member, he must be ap- 
 proved of as a member by the committee, or by the committee 
 and a general meeting, according to the provisions of the 
 rules relating to the admission of members, before the trans- 
 fer can be registered ; and if the rules require a member to 
 hold more than one transferable share, the transferee must 
 acquire by the transfer, or by the transfer and allotment, the 
 number so required to be held before the transfer can be 
 registered. 
 
 46. Upon each transfer of any share there shall be paid 
 such fee, not exceeding sixpence, as the committee may fix. 
 
 Payment 47. The committee may pay the stamp duty upon the 
 of stamp transfer of any share which a member is required to hold, 
 duty by the ma( j e f or the purpose of enabling him to withdraw from the 
 80Ciety ' society. 
 
 Lien of 48. The society shall have a first lien on the shares of any 
 
 society on member for any debt due to it by him, and may set off any 
 shares. sum cre( jited to the member thereon in or towards the pay- 
 ment of such debt. 
 
 Sale of 49. The committee may, in default of payment by any 
 
 shares to member indebted to the society in any manner contrary to 
 pay debts, j^s rules, to an amount not less than three-fourths of the sum 
 paid up for the time being on any transferable share held by 
 him, for fourteen days after notice to pay, sell and transfer 
 in the books of the society such share to any person entitled 
 to hold the same under the rules, for the best price obtain- 
 able therefor, and may apply the proceeds in or towards the 
 discharge of the debt so due and any expenses incurred in or 
 about the same, paying over the balance thereof, if any, to 
 the member, without being responsible for any loss occasioned 
 
 Fee on 
 transfers.
 
 RULES OF A SOCIETY UNDER I. & P. S. AcT 1876. 12H 
 
 thereby. Any transfer so made shall extinguish all right of 
 such member in the share so transferred, and shall operate 
 as an original issue thereof, subject to the credit to be given 
 to the purchaser for all payments previously made thereon. 
 
 50. The amount expended in the repayment of any trans- Limit to 
 ferable shares shall not exceed any sum placed at the dis- amount 
 posal of the committee for that purpose from time to time by ex P ended 
 the general meetings of the society, and shall b3 regularly ^utsT^" 
 stated in the accounts of the society. 
 
 Sect. 3. Transmission of Interest. 
 
 51. (1) The secretary shall keep a book, in which he shall Trans- 
 register or record all nominations made by members of the mission by 
 society of any person or persons, not being officers or death- 
 servants of the society, unless any such officer or servant tin"^" 
 is the husband, wife, father, mother, child, brother, sister, 
 nephew, or niece of the nominator, to whom such nomi- 
 nator's shares (the term shares including, for the purposes 
 of clauses (1) and (4) of this rule, loans and deposits) shall be 
 transferred at his decease, provided that the amount credited 
 to him in the books of the society does not exceed 100/. 
 
 (2) The secretary shall in like manner record or register Revoca- 
 all revocations or variations of such nominations by the tiona. 
 nominator. 
 
 (3) The nominator shall pay 3d. to the management fund Fees on 
 for the recording or registering of every such nomination, nomina- 
 revocation, or variation. vocation 6 " 
 
 (4) Subject to the provisions of the Provident Nominations p 
 
 and Small Intestacies Act, 1883, the shares shall be dealt i ngs on " 
 with as follows : death of a 
 
 (a) On receiving satisfactory proof of the death of a member. 
 
 nominator, the committee shall, at their option, either 
 transfer the shares in manner directed in such nomi- 
 nation, or pay to any person entitled thereunder the 
 full value of his interest, unless the shares to be trans- 
 ferred to any nominee would raise his interest in the 
 society to an amount exceeding 200/. , in which case 
 they shall pay him the full value of such shares, not 
 exceeding the sum aforesaid : 
 
 (b) If any member entitled to an interest in the 
 
 society, not exceeding 100/., dies intestate, and with- 
 out having made any nomination which remains 
 unrevoked at his death, such interest shall be trans- 
 ferable or payable without letters of administration, 
 to or among the persons who appear to a majority of 
 the committee, upon such evidence as they may deem 
 satisfactory, to be entitled by law to receive the same : 
 
 06
 
 PROFIT-SHARING. 
 
 Transmis- 
 sion by 
 bank- 
 ruptcy. 
 
 Extinction 
 of shares 
 paid off. 
 
 Notice of 
 the right 
 to nomi- 
 nate. 
 
 Transfer to 
 constitute 
 member- 
 ship. 
 
 Death of 
 
 joint 
 
 holder. 
 
 Meetings 
 of the 
 society. 
 
 Ordinary 
 
 business 
 
 meetings. 
 
 Monthly 
 meetings. 
 
 (c) If any member, entitled to an interest in the 
 society not exceeding 100/., dies, leaving a will and 
 "without having made any nomination which remains 
 unrevoked at his death, or if any member entitled to 
 an interest in the society exceeding 1007. dies, such 
 interest shall be transferable or payable only to his 
 executors or administrators, on proof of such death to 
 the satisfaction of the committee, together with the 
 production of the probate of his will or letters of 
 administration to his estate, as the case requires.* 
 
 52. If any member becomes bankrupt, his interest in the 
 society shall be transferable or payable to the trustee of his 
 property. 
 
 53. An entiy of each share paid off under Eules 51 or 52 
 shall be made in manner provided by Eule 35, and thereupon 
 the share shall be extinguished. 
 
 5-4. A notice of the right to nominate shall be sent to each 
 individual member who has not exercised this right, with the 
 report of the first ordinary business meeting in each year of 
 which a report is circulated among the members, and shall 
 be otherwise given as such meetings may direct. 
 
 55. Every nominee or other person to whom any share is 
 transferred under this section shall thereby become a member 
 of the society, if not previously a member. 
 
 56. On the decease of a joint holder of any share it shall be 
 transferred into the name of the survivor on his application. 
 
 CHAPTER VI. GOVERNMENT AND ADMINISTRATION. 
 Sect. 1. General Meetings. 
 
 57. Meetings of the members shall be either monthly 
 or general, which include (1) ordinary business meetings, 
 (2) special general meetings. 
 
 58. The first ordinary business meeting of the society after 
 it is established shall be held at such time as the special 
 members fix, and the subsequent meetings at such times as 
 the special rules determine, and if they do not direct other- 
 wise, on each 6th and 12th month after the first meeting, 
 upon such days and hours as are fixed by the resolutions of 
 any such meetings from time to time, and in default of any 
 such resolution, by the committee. 
 
 59. Monthly meetings shall be held as the ordinary busi- 
 ness meetings direct, and shall have such functions as are 
 thereby directed, and in default of any such direction the 
 following functions : 
 
 (1) To confirm or disallow the election of members and the 
 transfer of shares, if the rules require such elections 
 or transfers to be confirmed by a general meeting ; 
 
 * See note (c), p. 167.
 
 RULES OF A SOCIETY UNDER I. & P. S. Ad' 1876. 
 
 (2) To discuss the affairs of the society; 
 
 (3) To explain the piinciples and rules of the society ; 
 
 (4) To make suggestions for the consideration of the com- 
 
 mittee ; 
 
 (5) To recommend the names of persons suitable for 
 
 election as officers of the society. 
 
 60. The functions of ordinary business meetings shall Functions 
 6 _ of ordinary 
 
 (1) To receive from the committee, auditors, or any other 
 
 officers of the society, reports upon the business 
 of the society during the period embraced therein, and 
 the state of its affairs at the date thereof, which re- 
 ports, except any such meeting directs otherwise, shall 
 be made to every such meeting ; 
 
 (2) To elect the committee, auditors, and other officers of 
 
 the society, except those whose appointment is given 
 by the rules to the committee ; 
 
 (3) To transact any other general business of the society. 
 
 61. Any ordinary business meeting may fix, from time to Time and 
 time, its place of meeting, which, if no other place is so place of 
 
 fixed, shall be the registered office of the society. holding 
 
 such meet- 
 
 62. Such notice shall be given of the time and place of the ings. 
 first ordinary business meeting as the special members di- Notice of 
 rect, and subsequently, notice of the time of every ordinary time and 
 business meeting, and of the place where it is to be held if it P lace .^ 
 be other than the registered office of the society, and, in case the m 
 meeting has to elect any officer of the society, of the officers 
 
 which are to be then elected, shall be given by fixing such 
 notice conspicuously in the registered office and every place of 
 business of the society, for fourteen clear days before the day 
 of the meeting, and otherwise, as such meetings may direct. 
 
 63. Special general meetings shall be convened by the Special 
 secretary, either on an order of the committee, or upon a general 
 requisition signed by half the number of members if not me efoig3. 
 more than forty, and by twenty if forty or upwards, and shall 
 
 be held as soon as is possible after the receipt of such order 
 or requisition, and at the ordinary place and time of the 
 business meetings of the society, unless any ordinary business 
 meeting fixes any other place or time of meeting. 
 
 64. Notices convening a special general meeting shall state Xotice of 
 the time and place thereof, and the purposes for which it is special 
 convened, and shall be posted to the registered address of all general 
 the members not less than six clear days before the day of meetm g s - 
 meeting, unless in any case of emergency the committee 
 unanimously direct a shorter notice to be given. 
 
 65. If the secretary does not convene a special general Where 
 meeting in manner required hereby, for seven clear days 
 after a requisition therefor, signed as hereinbefore provided, 
 
 has been delivered at the office of the society, any of the requi-
 
 132 
 
 PROFIT-SHARING. 
 
 Business 
 of special 
 general 
 meetings. 
 
 Quorum at 
 
 general 
 
 meetings. 
 
 sitionists may give such notice of the meeting as is provided 
 by Rule 64, and shall have a claim upon the society for all 
 costs, if any, properly incurred in giving such notice. 
 
 66. A special general meeting cannot transact any business 
 unless the notice convening it has been given according to 
 the rules, and specifies the nature of such business. But an 
 ordinary business meeting may be made special for any 
 purpose of which notice has been so given, provided that 
 such business is not brought on until the ordinary business 
 is concluded. 
 
 67. An ordinary business or special general meeting may 
 proceed to business if ten members are present within an 
 hour* after the time fixed for the meeting ; otherwise the 
 meeting, if a special general meeting convened on the 
 requisition of the members, shall be dissolved, but if it be an 
 ordinary business meeting or a special meeting convened by 
 order of the committee, it shall stand adjourned to the week 
 following, at the same time, and shall be held at the principal 
 place of business of the society, unless any resolution of an 
 ordinary business meeting directs otherwise, in which case it 
 shall stand adjourned to such place and time as is so directed ; 
 and the meeting so adjourned may proceed to business what- 
 ever is the number of members present. No meeting shall 
 become incompetent to transact business from the want of a 
 quorum arising after the chair has been taken. 
 
 68. Any general meeting, duly constituted, may adjourn 
 to such place and such time, within thirty days, as the members 
 present direct, and may continue any such adjournment from 
 time to time. No business shall be brought on at any 
 adjourned meeting which could not have been transacted at 
 the original meeting ; and the same notice shall be given of 
 any meeting adjourned for more than fourteen days, as 
 was required for the original meeting. 
 
 Quorum at 69. A monthly meeting shall be dissolved if such number 
 
 monthly o f members are not present within such time after the hour 
 
 meetings. o mee t m g a s the meeting appointing them fixes, and subject 
 
 thereto, if ten members are not present within fifteen minutes. 
 
 70. Every meeting shall have a chairman, who shall not 
 vote unless the votes are equal, when he shall have a casting 
 vote ; and who, in the absence of the president of the 
 society, shall be any member of the committee, chosen by the 
 meeting, who is willing to preside ; and in the absence of any 
 such member, such person as the meeting selects. 
 
 Votes of 71. (1) Each individual member present, who holds such 
 (1) Indi- number of shares as an individual is required to apply for 
 viduals, 
 
 Power of 
 adjourn- 
 ment. 
 
 Chairman 
 of meet- 
 ings. 
 
 * Half an hour, or even fifteen minutes, should suffice. See 
 Rule 69.
 
 RULES OF A SOCIETY L'SDER I. & P. S. ACT 1876. 133 
 
 on admission, and is credited in the books of the society with 
 
 a sum equal to one fully paid share, and is not disqualified 
 
 by Rule 19, and such one of the joint holders of the like 
 
 number of shares, credited with the like sum and not so 
 
 disqualified, as they appoint in writing, shall have one vote. 
 
 Proxies shall be admitted only if the special rules so direct 
 
 and under the conditions therein stated. (2) A society or (2) Socie- 
 
 company which holds such number of shares as it is re- **' 
 
 quired to apply for on admission, and is not in arrear with co 
 
 the subscriptions due thereon, may vote by a deputy, who 
 
 shall have one vote. 
 
 72. Votes shall be first taken by show of hands, unless How votes 
 a ballot on any question is demanded by five members shall be 
 present, when they shall be taken by ballot as the com- en ' 
 mittee may fix. Subject to any special direction contained in 
 
 any rule of the society or Act of Parliament, all questions 
 shall be determined by a majority of votes. 
 
 73. A deputy shall be appointed by a resolution signed Appoint- 
 by the secretary and two members of the committee of men * an< * 
 the society or company, and sent to the secretary of this ^^^^ 
 society. He shall be taken to be a member of this society 
 
 on behalf of such society or company, and shall be included 
 in the number of members required to constitute a meeting ; 
 and shall be competent during the continuance of his ap- 
 pointment to do any act consistent therewith which could 
 be done by an individual member ; and the appointment 
 of a deputy shall be taken to continue until notice of the 
 withdrawal of his appointment, or of the appointment of some 
 other deputy in his stead, has been given as above directed. 
 
 74. The committee, if they find it requisite, may pass Conduct of 
 resolutions for regulating the conduct of members at meetings, members, 
 or the time after which divisions shall not be taken ; which 
 
 shall be binding on all the members, subject to any reso- 
 lutions of the ordinary business meetings thereon. 
 
 Sect. 2. The Committee of Management. 
 
 75. The business of the society shall be conducted by a How corn- 
 committee of management, which, until the first ordinary mittee to 
 business meeting held after the registration of this rule, shall *>e formed, 
 consist of the special members, and after such meeting shall 
 
 consist of such number of committee-men as the ordinary 
 business meetings may fix from time to time, and subject 
 thereto, of the president and four committee-men elected at 
 such meeting. 
 
 76. (1) At each ordinary business meeting one of the Retire- 
 committee-men shall retire and another shall be elected ; ment and 
 the order of retirement being fixed so far as is practicable re-eligi-
 
 134 
 
 PROFIT-SHARING. 
 
 bility of by priority of election, but if necessary by ballot. A retiring 
 committee- committee-man shall be immediately eligible. 
 men. (2) If a vacancy caused by the retirement of any com- 
 
 mittee-man is not filled up by the meeting by which it ought 
 to have been filled under the rules, the retiring member 
 may continue to act until the next ordinary business meeting. 
 
 Removal 77. A committee-man may be removed from office at any 
 of members time by two-thirds of the members voting at a special 
 general meeting, which may thereupon proceed to fill up 
 his place by a vote of the majority of the members voting. 
 
 of com- 
 mittee. 
 
 Qualifica- 
 tion of a 
 committee 
 man. 
 
 Vacancies 
 how to 
 be filled 
 up. 
 
 General 
 
 mittee. 
 
 78. No person can be a committee-man who is not a 
 member ; and, except in the cases where the special rules 
 
 " provide otherwise, a person who holds any place of profit 
 under the society shall be disqualified from being a com- 
 mittee-man ; and any person who accepts such a place, or 
 becomes bankrupt, or is concerned in the profits of any 
 contract made with the society, except as a member of any 
 society or company which contracts with or does any work 
 for it, shall thereupon vacate his office. 
 
 79. A vacancy in the number of committee-men arising 
 from any such disqualification as aforesaid, or the removal 
 of any committee-man whose place is not filled up by the 
 meeting by which he is removed, or the death, resignation, 
 incapacity for acting, or refusal to act, of any committee -man, 
 shall be filled by the election of some qualified person (1) if it 
 arises in the interval between two ordinary business meetings, 
 by the remaining members of the committee, or if not so 
 filled, by the next meeting; (2) if it arises at any such 
 meeting, by the meeting, and in the last case any com- 
 mittee-man who may resign shall be immediately re-eligible. 
 Every person so appointed, or elected by the meeting to 
 fill any vacancy, shall be substituted for the member who 
 has caused the vacancy, and shall retire from office at the 
 time when such member would have retired. 
 
 80. Subject to the provisions as to the manager of the 
 society hereinafter contained, the committee shall control 
 all business carried on by or on account of the society. They 
 shall, from time to time, engage, remove, or discharge ail 
 assistant managers, salesmen, or employees of any description, 
 other than manual workers, required to conduct any such 
 business, and fix their duties, salaries, or other remuneration, 
 at such rates, and require them to give such security, in 
 such forms approved of by them, as they determine. They 
 shall decide on the evidence to be produced for establishing 
 the claim of any nominee, executor, administrator, or 
 official trustee to any share in the society ; and may institute, 
 prosecute, compromise, or refer to arbitration any suit, 
 debt, liability, or claim against, by, to, or on the society ;
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 135 
 
 and in any case for which the rules of the society do not 
 expressly provide, may exercise any power which could be 
 exercised by the society in general meeting, other than such 
 as by the law for the time being relating to industrial and 
 provident societies may be required to be exercised by such 
 meetings, and so that in the exercise of any such power 
 they do nothing inconsistent with the previous resolutions 
 of such meetings. And all acts or orders done or given by 
 the committee in the name and on behalf of the society 
 under any power hereby given them, shall bind the society 
 and every member thereof as fully as if they had been u<-ts 
 or orders of a majority of the members of the society, at a 
 general meeting thereof, acting in exercise of the powers 
 given them by the rules. 
 
 81. It shall be the duty of the committee, under such The corn- 
 penalties, if any, as the special rules direct mittee to 
 
 (1) To convene all meetings of the society according to sum ^ 
 
 the rules thereof, subject to the provisions herein- ^vide^' 
 before contained as to special general meetings ; books &c. 
 
 (2) To provide proper books for entering the accounts of 
 
 all business carried on on behalf of the society, and 
 the minutes of all meetings thereof, and of their own 
 proceedings, and for making all such entries as are 
 hereby required, or as any general meeting may 
 direct; 
 
 (3) To provide such forms as are necessary in consequence 
 
 of the provisions of the rules, and for the same being 
 kept, made up, or used in such manner as in their 
 discretion they think desirable ; 
 
 (4) To provide a sufficient supply of copies of the annual 
 
 returns and books of rules to comply with the direc- 
 tions of Eule 113. 
 
 82. The committee shall prepare a statement of the The corn- 
 accounts of the society, in such form as the ordinary business mittee to 
 meetings direct from time to time, and lay them, duly lay state- 
 audited by the persons appointed to audit the same, before ment * 
 each ordinary business meeting, unless such meetings direct amTreport 
 otherwise, and in that case before such meetings as they before the 
 may direct, accompanied by a report on the position of the general 
 affairs of the society, signed by the chairman of the meeting meetings, 
 at which such report is adopted. 
 
 83. The committee shall meet at such times and places as Time,place 
 the ordinary business meetings direct, and, in default of of meeting, 
 such direction, at such times and places as they determine, and Q u - 
 but shall not proceed to business unless three members ru 
 
 are present. No member of the committee shall vote on co 
 a question on which he is personally interested.
 
 136 
 
 PROFIT-SHARING. 
 
 Fines for 84. The ordinary business meetings may impose fines on 
 non-at- any member of the committee for non-attendance, provided 
 tendance, that no such fine be retrospective. 
 
 Chairman 85. Every meeting of the committee shall have a chairman, 
 
 of the who shall be the president of the society if present, and in 
 
 committee. hi s absence such one of the members of the committee as 
 
 they appoint. The majority of votes shall decide, and in 
 
 case of an equality of votes the chairman shall have a second 
 
 casting vote. 
 
 Special 86. A special meeting of the committee may be called by 
 
 meetings a notice in writing given to the secretary by two members 
 of the one clear day before such time. The secretary shall corn- 
 committee, jnvmicate every such notice to all members of the committee 
 as soon as possible after the receipt thereof ; and no other 
 business shall be done at the meeting than the business 
 named therein. 
 
 Appoint- 87. The committee may delegate any of the powers hereby 
 ment of given to them to a sub-committee of their own members, who 
 su -^r com " shall, in the functions entrusted to them, conform in all 
 respects to the instructions given them by the committee. 
 
 Sect. 3. Officers of the Society. 
 
 The 88. (1) The president shall be elected at the first ordinary 
 
 president, business meeting of the society after these rules are regis- 
 tered, and subsequently at the first ordinary business meet- 
 ing in each year ; 
 
 (2) He must be a member of the society, and shall be dis- 
 qualified from office by the same circumstances which are 
 disqualifications for a committee-man, and shall be remov- 
 able from office by such a majority as can remove a com- 
 mittee-man ; 
 
 (3) He shall be re-eligible, and if no successor is appointed 
 on the termination of his office shall continue in office until 
 the next regular period of election ; 
 
 (4) A vacancy in his office shall be filled up at the next 
 ordinary business meeting after it occurs, and if not then 
 filled up by the members may be filled up by the committee ; 
 but the person so appointed shall continue in office only till 
 the regular time of election, subject to clause (3). 
 
 (5) He shall take the chair, if present, at all meetings of 
 the society or the committee ; and shall sign the reports to 
 be laid before the meetings of the society, after they are 
 approved of by the committee. 
 
 The 89. (1) The ordinary business meetings may appoint and 
 
 treasurer, remove a treasurer of the society, who, subject to any direc- 
 tion given by such meetings 
 
 (a) Shall supervise the accounts and payments of the 
 society, which shall be entered in the books thereof as
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 137 
 
 he from time to time directs, under the orders of the 
 committee ; 
 
 (b) Shall lay before the committee at such times as they 
 direct, and in default of any direction, at the first 
 meeting in eveiy month, a statement of the busi- 
 ness of the society, showing such particulars as the 
 committee require; 
 
 (c) Shall discharge any other functions relating to the 
 
 receipts or payments of the society, which the com- 
 mittee may direct. 
 
 (2) Subject to any such appointment and direction, the 
 committee shall make such arrangements for the discharge of 
 the duties of treasurer as they think expedient. 
 
 90. (1) There shall be a secretary of the society, with the The 
 duties following : secretary. 
 
 (a) He shall summon and attend all meetings of the society 
 
 and of the committee, and of any sub-committee, if 
 so required by the committee, and shall keep minutes 
 thereof in such manner as the committee direct ; 
 
 (b) He shall make such returns relating to the business of 
 the society as the committee require ; 
 
 (c) He shall have charge of the documents and other 
 
 papers of the society, and if required by the com- 
 mittee, shall keep the accounts in such manner as they 
 direct ; 
 
 (d) He shall keep all the books relating to shares, loans, 
 
 or deposits required to be kept under the rules of the 
 society, and the list of members, and shall receive all 
 contributions, fines, and other payments due from the 
 members to the society, and keep the accounts thereof, 
 and pay over the amount so received as the committee 
 directs; 
 
 (e) He shall prepare and send all returns required to be 
 
 made to the registrar ; 
 
 (f) He shall in all things act in the discharge of his duties 
 
 under the direction and control of the committee. 
 (2) The secretary shall be appointed and removable by the 
 committee, who shall fix his salary, and may appoint and 
 remove any clerks or other assistants required to aid him, 
 and determine their duties and salaries. 
 
 91. The ordinary business meetings may from time to time Hemunera- 
 remunerate the president, committee-men, treasurer, or tion of 
 secretary, for their services, in such manner and to such officers- 
 amount as they may think fit. 
 
 92. (1) It shall be the duty of every officer of the society Accounts 
 having the receipt or charge of any moneys thereof, (and, if of and 
 dead, of his executors, or administrators,) at such time as the security by 
 society may direct, and subject thereto, as the committee officers -
 
 138 PROFIT-SHARING. 
 
 require, or upon demand made, or notice in writing given or 
 left at his last or usual place of residence, to give in his 
 account, as may be required by the society or the committee, 
 to be examined and allowed or disallowed by them, and on 
 the like demand or notice to pay over all moneys and deliver 
 all property for the time being in his hands or custody to 
 such person as the society or the committee appoint. 
 
 (2) It shall be the duty of every officer of the society, having 
 the receipt or charge of any moneys thereof, under such penalty 
 as the society may direct, and subject thereto, the minimum 
 penalty attached to an offence under the Act, before entering 
 on the execution of his office, either to enter into an agreement 
 or to become bound, with or without a surety, as the com- 
 mittee require, in such forms as they approve from time to 
 time, or to give the security of a guarantee society in such 
 sum as they direct, for rendering a full and true account of all 
 moneys received or paid by him on account of the society, at 
 such times as the special rules fix or as the committee require, 
 and for the payment of all sums due from him to the society. 
 [See the Act, 13(1), (2).]* 
 
 Sect. 4. Conduct of Business. 
 
 The 93. The committee shall appoint, at such salary as they 
 
 manager, determine, a general manager, who, subject to the resolutions 
 
 of the committee from time to time, shall have the following 
 
 powers : 
 
 (1) He shall superintend the business of the society, 
 
 receive and give receipts for all moneys due to it, 
 engage and, with such consent as is hereinafter pro- 
 vided by Rule 99, discharge all workmen employed by 
 it and regulate their wages, determine the prices to be 
 paid or charged for all goods bought or sold on its 
 account, and, subject to the approval of the committee, 
 make all contracts entered into on its behalf other 
 than any contract relating to the purchase of land, 
 which shall not be made except on a previous resolu- 
 tion of the committee. 
 
 (2) He may give and take such credit as is usual in the 
 
 trade, and in the course of the business of the society 
 may draw, accept, or endorse any bill of exchange on 
 its behalf ; but shall not borrow money on its behalf, 
 or in any other way pledge its credit, without the 
 authority of the committee. 
 
 (3) He shall, whenever required by the committee, report 
 
 to it on any matter connected with the business of the 
 society, and at the first meeting in eveiy month shall 
 make a regular report on the business of the society 
 during the last month, containing all such particulars 
 as the committee requires for the time being. 
 
 * Page 168.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 139 
 
 (4) The manager may be a member of the committee. 
 
 (5) The committee may, by a vote of three-fifths of their 
 
 number if not more than five, or two-thirds if over 
 that limit, suspend the manager from the execution 
 of his duties, until they can bring the question of the 
 ground of such suspension before a special general 
 meeting, which shall be convened with the least 
 possible delay, and may either reinstate the manager, 
 or continue his suspension for the purpose of investi- 
 gation, or by the vote of a majority of two-thirds of 
 the members present remove him. 
 
 (6) The committee shall provide for the discharge of the 
 
 duties of the manager during such suspension as last 
 aforesaid, or any vacancy in the office. 
 
 (7) The ordinary business meetings may apply, as an addi- 
 
 tional remuneration of the manager and assistant 
 managers, any proportion of the net profits of the 
 business, not exceeding 25 per cent, thereof, which 
 they think fit, to be paid to or divided between such 
 officers, or any of them, as they may direct. 
 
 94. All moneys received from the members or otherwise on Payment 
 behalf of the society shall be applied for the purposes of the 9^ mone y s 
 society as the general meetings direct from time to time, and into t)ank - 
 subject thereto shall be placed to the account of the society 
 
 with such bank as the committee select ; and if not imprac- 
 ticable, with the Co-operative Federation, or some banking 
 society or company which is a member of the Co-operative 
 Union ; and, if the moneys of the society cannot conve- 
 niently be thus disposed of, shall be kept in such custody as 
 the committee direct from time to time. 
 
 95. When a banking account is opened, all payments Payment 
 above such sum as the general meetings fix from time to by cheques 
 time, and subject thereto o, shall be made by cheques, subject to 
 signed by two of the committee, and countersigned by the H 1 *^ f^n - 
 secretary. general' ' 
 
 96. The society shall have its name engraven in legible meetuj g' 
 characters upon a seal, which shall bear such device as is The seal of 
 directed by the Special Rules, and shall be in such custody ^?, societ y 
 as the committee appoint ; and shall be used only under the j. Q( j y an) j 
 authority of a resolution of the committee, the date whereof use . 
 .shall be mentioned on the instrument to which the seal is 
 attached ; and shall be attested by the signature of two 
 members of the committee and the countersign of the 
 secretary. 
 
 97. The name of the society shall be mentioned in legible Tj se of 
 characters in all notices, advertisements, and official publica- name of 
 tions, bills of exchange, promissory notes, endorsements, the society, 
 cheques, or orders for money or goods purporting to be
 
 140 PROFIT-SHARING. 
 
 signed by or on behalf of the society, and on all bills of 
 parcels, invoices, receipts, or letters of credit of the society, 
 and shall be conspicuously painted or affixed, and kept 
 painted or affixed, on the outside of every office or place of 
 business of the society. [See the Act, 10 (1, ).]* 
 
 Com- 98. A member or customer who has any complaint to 
 
 plaints and make as to the quality, quantity or price of any goods 
 sugges- supplied by the society, or any suggestion for better carry- 
 )ns ' ing into effect the objects of the society, shall send the 
 particulars of such complaint or suggestion to the com- 
 mittee, who shall inquire into and decide upon them, and 
 shall report such decision to the next ordinary business 
 meeting. 
 
 The Board 99. (1) There shall be a board consisting of one member 
 
 of Con- of the committee, who shall be chairman, and four other 
 
 ciliation. members, elected at the first ordinary business meeting in 
 
 each year from members of the society employed as workers, 
 
 or workers entitled to become members, to which shall be 
 
 referred all complaints against any person who has been 
 
 employed by the society for more than twelve weeks during 
 
 the twelve months last previous, which are of a nature to 
 
 involve any penalty or fine exceeding 5s., and such board 
 
 shall report to the committee their award in the matter. 
 
 (2) The manager or committee may appeal from, any 
 award of the board to a general meeting, whose decision 
 shall be final. But, subject to such appeal, they shall 
 respectively give effect to every award of the board. 
 
 Sect. 5. Federation. 
 
 Co-opera- 100. This society shall promote, so far as may be practic- 
 tive pro- able, union among productive societies for purposes of 
 
 2 u , ctlv t common utility, 
 federation. J 
 
 Sect. 6. Evidence. 
 
 Minutes to 101. The minutes of all meetings of the society or com- 
 be evidence mittee, containing such particulars as the committee direct 
 ceedimrs fr m tun 6 to time, shall be regularly recorded by the 
 secretary; and the minutes of every monthly or ordinary 
 business meeting of the society, and of every meeting of 
 the committee shall be read at the next of such meetings 
 respectively, and signed by the chairman of the meeting at 
 which they are so read, and the minutes of every special 
 general meeting shall be read at the meeting of the com- 
 mittee following, and signed by the chairman of such meet- 
 ing ; and all minutes so signed shall, in the absence of 
 evidence to the contrary, be taken, as between the society 
 and every member thereof, to be a true statement of any 
 
 * Page 163, post.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 141 
 
 matter therein contained, subject to the correction of any 
 patent error. 
 
 102. Every member shall be taken to have due notice of What to 
 every meeting, resolution, or other matter of which notice is be suffi- 
 required by the rules of the society to be given, if the same 
 
 is made known by posting or sending a notice to the registered 
 address of such member. 
 
 CHAPTER VII. ACCOUNTS AND BETURXS. 
 Sect. 1. The Auditors. 
 
 103. There shall be, subject to the appointment of any Number of 
 public auditor, two auditors of the society. auditors. 
 
 104. (1) The auditors shall be elected at the first ordinary Appoint- 
 business meeting of the society after this rule is registered ; merit of 
 and afterwards one shall retire and one shall be elected at auditors, 
 each ordinary business meeting, the order of retirement of 
 the first auditors being fixed by themselves. 
 
 (2) A retiring auditor shall be re-eligible. 
 
 (3) A vacancy in the appointment of an auditor may be 
 filled up by the committee. 
 
 (4) No servant of the society can be an auditor. 
 
 (5) Any such meeting, in lieu of electing an auditor, may 
 direct that the accounts shall be audited by a public auditor 
 appointed by the Treasury under and for the purposes of 
 the Act ; and thereupon the appointment of the existing 
 auditor shall be vacated, and the audit shall be conducted by 
 such public auditor.* 
 
 (6) Any subsequent general meeting may vary such 
 direction by substituting the name of another public auditor, 
 or, by a resolution whereof notice has been given as in the 
 case of a special general meeting, may rescind the same ; and 
 thereupon the meeting shall elect auditors, who shall retire 
 and be re-eligible as is provided by clauses (1) to (3). 
 
 105. (1) The auditors shall audit the accounts of the Duties of 
 society, prepared by the committee as hereinbefore pro- the 
 vided, for the period intervening from the formation of the auditors 
 society, or their last audit, to the beginning of the last General, 
 calendar month previous to each ordinary business meeting, 
 and shall lay before it a balance sheet of the receipts and 
 expenditure of the society during the period to which the 
 audit extends, and a statement of its assets and liabilities at 
 the time of such audit, both signed by them, which shall 
 specify the total amount of all moneys borrowed by the 
 society, distinguishing the characters of the securities on 
 which each is obtained. 
 
 (2) The auditors shall examine the annual return after- Annual 
 mentioned, and verify the same with the accounts relating return, 
 thereto, and shall either sign the same as found by them to 
 
 See 10 (1) (<), p. 163, and $ 21, p. 172.
 
 142 
 
 PROFIT-SHARING. 
 
 Powers of 
 
 the 
 
 auditors. 
 
 Audited 
 accounts to 
 be binding 
 on the 
 members. 
 
 Copy of 
 accounts 
 and report. 
 
 Remune- 
 ration of 
 the audi- 
 tors. 
 
 Individual 
 right of 
 inspection. 
 
 be correct, duly vouched, and in accordance with law, or 
 .shall specially report to the society in what respects they find 
 it incorrect, tinvouched, or not in accordance "with law. [See 
 the Act, 10 (1) (c).]* 
 
 106. The auditors shall be entitled to call for and examine 
 any paper or document belonging to the society, and shall 
 make a special report to the society upon any matter con- 
 nected with the accounts which appears to them to require 
 notice. 
 
 107. Every balance sheet signed by the auditors and 
 approved of by the meeting to which it is presented, shall be 
 binding on all members of the society, excepting as to any 
 error therein, exceeding the sum of ten pounds, brought 
 before the next ordinary business meeting. 
 
 108. A copy of the last balance sheet of the society and of 
 the report of the auditors shall be kept always hung up in a 
 conspicuous place in the registered office of the society. [See 
 the Act, 10 (1) (sr).]t 
 
 109. The auditors shall receive such remuneration as the 
 ordinary business meetings vote them from time to time. 
 
 Sect. 2. Inspection of Accounts. 
 
 110. Any member or person having an interest in the 
 funds of the society may inspect the books and the names 
 of the members at all reasonable hours, at the registered 
 office of the society, or at any place where the same are 
 kept, subject to such regulations as to the time and manner 
 of such inspection as may be made from time to time 
 by the general meetings of the society, except that no such 
 member or person, unless he be an officer of the society, 
 or be specially authorised by a resolution thereof, shall have 
 the right to inspect the loan or deposit account of any other 
 member without his. written consent. [See the Act, 10 
 
 Inspection HI- (1) -^ application may be made under section 15 
 on order of of the Act 
 
 the regis- (a) To appoint one or more inspectors to examine into the 
 trar - affairs of the society and to report thereon ; 
 
 (b) To call a special meeting of the society in manner 
 and for the purposes provided by such sections. 
 
 (2) The application may be made - 
 
 (a) If the number of members does not amount to 1,000, 
 
 by one-fifth part thereof ; 
 
 (b) If it amounts to 1,000, but does not exceed 10,000, by 
 
 100 members ; 
 
 (c) If it exceeds 10,000, by 500 members. 
 
 (3) The application must be supported by such evidence 
 for the purpose of showing that the applicants have good 
 
 Page 163, post. 
 
 t Page 164.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 143 
 
 reason for requiring such inspection to be made or meeting 
 called, and are not actuated by malicious motives therein, 
 and be made on such notice to the society, as the chief 
 registrar directs. 
 
 (4) Unless the registrar to whom it is made directs other- 
 wise, all expenses of and incidental to any inspection or 
 meeting ordered by him shall be defrayed out of the funds of 
 the society. [See the Act, 15 (1 4).]* 
 
 Sect. 3. Annual Return. 
 
 112. (1) The committee shall, at such time not later than What aiid 
 the 31st day of May in each year as they determine, send to when to be 
 the registrar a general statement, to be called the annual macle - 
 return, of the receipts and expenditure, funds and effects of 
 the society as audited, which - 
 
 (a) Shall show separately the expenditure in respect of 
 
 the several objects of the society ; 
 
 (b) Shall be made up to the 31st day of December then 
 last inclusively ; 
 
 (c) Shall state whether the audit has been conducted by a 
 
 public auditor appointed as by the Act is provided, 
 and by whom ; 
 
 (d) If the audit has been conducted by any person other 
 
 than a public auditor, shall state the name, address, 
 and calling or profession of each such person, and the 
 manner in which and the authority under which he 
 is appointed. 
 
 (2) Together with such return the committee shall send a 
 copy of every auditor's report during the year whereto the 
 same return relates. [See the Act, 10 (1) (d) (<7).]t 
 
 113. It shall be the duty of the committee to supply to Copies of 
 every member or person interested in the funds of the a n nua l 
 society, on his application rules 11 
 
 (1) Gratuitously a copy of the last annual return for the 
 
 time being of the society. [See the Act, 10 (1) (/).]t 
 
 (2) To every person on demand a copy of the rules, at such 
 
 price, not exceeding one shilling, as the committee fix 
 from time to time. [See the Act, 9 (5).]J 
 
 CHAPTER YIII. PROFITS. 
 Primary Charges. 
 
 114. The net profits of all business carried on by or on 
 account of the society, after providing for the interest and 
 dividend upon any loans or deposits, or guaranteed preferen- 
 tial shares, according to the rates respectively agreed to be 
 
 paid, shall be applied as follows : Reduction 
 
 (1) In reduction of the value of the fixed stock and plant 
 
 . 
 
 * Page 169. t Page 164. J Page 163.
 
 144 
 
 PROFIT-SHARING. 
 
 Reduction 
 of pre- 
 liminary 
 expenses. 
 
 Dividend 
 on share 
 capital. 
 
 Reserve 
 fund. 
 
 Educa- 
 tional 
 fund. 
 
 Congress 
 fund. 
 
 Social 
 fund. 
 
 Educa- 
 tional, pro- 
 vident, and 
 social 
 funds 
 Qualifica- 
 tion of rule 
 as to. 
 Mode of 
 dealing 
 therewith. 
 Special ac- 
 counts and 
 commit* 
 tees. 
 
 of the society, at the annual rate of 10 per cent, on 
 fixtures, and of 2J per cent, on shops, warehouses, or 
 other buildings ; 
 
 (2) In the reduction of the preliminary expenses (if any) 
 
 incurred in forming the society, and remaining un- 
 written off in its books, at such rate, being not less 
 than 51. per cent, per annum, as the ordinary business 
 meetings on the recommendation of the committee 
 from time to time direct ; 
 
 (3) In paying this dividend according to the rate fixed by 
 
 the special rules; 
 
 (4) In forming, by applying such percentage of the net 
 
 profits after providing for the preceding charges as 
 the committee determine, a reserve fund to which all 
 fines shall be carried, applicable, by a resolution of 
 the ordinary business meetings, on the recommenda- 
 tion of the committee 
 
 (a) To meet any other contingency affecting the 
 business of the society ; 
 
 (b) To any other purpose which the general meet- 
 ings direct from time to time ; 
 
 (5) In promoting instruction, culture, or recreation, by 
 
 forming an education fund, to which 2J per cent, of 
 the net profits, or such larger sum as any ordinary 
 business meeting may vote, shall be carried ; 
 
 (6) In paying a subscription to the funds of the Co-opera- 
 
 tive Union according to the rules and orders thereof ; 
 
 (7) In promoting any social or provident purpose, including 
 
 the formation of a sick and funeral fund, authorized 
 by any special general meeting, or any two successive 
 ordinary business meetings, by applying thereto such 
 sums as the ordinary business meetings may vote. 
 NOTE. The application of the profits, subject to these 
 
 charges, is left to be dealt with by the special rules of the 
 
 society. 
 
 115. (1) The provisions (5) and (7) of Eule 114 may be 
 qualified or superseded by the resolution of any special 
 general meeting. 
 
 (2) The funds appropriated under the last-named provi- 
 sions shall be applied for their respective objects in such 
 manner as the ordinary business meetings direct from time 
 to time, and separate accounts shall be kept thereof. In 
 every case where specific funds are voted for educational, 
 provident, or social purposes, a separate account shall be 
 kept of all sums voted for such purposes, and a special com- 
 mittee of such number of members, appointed in such manner 
 as is fixed by such ordinary business meetings from time to 
 time, shall be named in each case, who shall be responsible 
 to them for the due application of the funds placed under
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 145 
 
 their care ; and the accounts of all such funds shall bo regu- 
 larly audited by the auditors of the society, and submitted to 
 the ordinary business meetings, at such periods as they direct 
 from time to time, and subject thereto at each such meeting. 
 
 116. No interest or dividend shall be paid to any member Members 
 who is in arrear with his subscriptions, but all such moneys in. arrears 
 shall be applied so far as they extend in payment of all such with sub- 
 arrears. scnptions. 
 
 117. Dividends on shares transferred within six days, or Dividends 
 such other time as the ordinary business meetings fix, before when not 
 
 the time when they become payable, shall be paid to the P assed b 7 u 
 
 , T_T . if transfer, 
 
 transferor unless he directs otherwise. 
 
 CHAPTER IX. DISPUTES AXD EXPULSION OF MEMBERS. 
 
 118. All disputes arising between a member, or any Disputes- 
 person claiming through a member, or under the rules of how to be 
 the society, and the society or any officer thereof, other than deter - 
 claims arising under Rule 98, shall be dealt with as m " ie< i- 
 follows : 
 
 (1) At the first or any subsequent general meeting of the Appoint- 
 
 society after this rule is registered, five arbitrators m ent of 
 shall be elected, none of whom are directly or in- arbitra - 
 directly interested in the funds of the society. 
 
 (2) In any case of dispute the secretary of the society, or Mode of 
 
 such other person as the committee direct, shall, in selection, 
 the presence of the complaining party or some one 
 appointed by him, write the names of the arbitrators 
 for the time being upon separate pieces of paper, 
 and place them so that the names shall be concealed, 
 from which the complaining party or his representa- 
 tive shall draw three, and the persons whose names 
 are so drawn shall be the arbitrators to decide the 
 dispute. 
 
 (3) Vacancies in the number of arbitrators shall be filled Vacancies 
 
 by the first general meeting after they occur, and if jr ] ll w 
 not then filled, by the committee. 
 
 (4) Two arbitrators shall be competent to hear and decide If arbitra- 
 
 any question, but shall, before hearing it, appoint an tors fewer 
 umpire, by whom, if they differ, the question shall tlian three, 
 be determined. 
 
 (5) The costs of an arbitration shall be borne as the 
 
 arbitrators direct, and each party shall deposit such 
 sum as the society directs, and subject thereto 10s., 
 to abide their decision. 
 
 119. A member may be expelled by the vote of two-thirds How a 
 of the members present at a special general meeting of the member 
 
 society, upon a charge in writing of conduct detrimental to ma J be ex- 
 pelled. 
 R. H
 
 146 
 
 PROFIT-SHAKING. 
 
 the society, communicated to him by order of the committee 
 one calendar month before the meeting. 
 
 Payment 120. A member so expelled shall be paid the full sum 
 to expelled p a ^ on anv s ;h arcs { n the society held by him at the date of 
 the resolution for his expulsion ; and all transferable shares 
 held by him shall be extinguished upon such payment being 
 tendered, whether the member accept the tender or not ; 
 and an entry referring to the minute of expulsion and the 
 date of such tender shall be made on the register of shares 
 under all such shares. 
 
 Re-admis- 121. No expelled member shall be re-admitted except by 
 sion of a yote of two-thirds of the members present at an ordinary 
 expelled business meeting, on a motion of which notice has been 
 given. 
 
 CHAPTER X. ALTERATION OF RULES. 
 
 Majority 
 requisite to 
 make alte- 
 rations. 
 
 Funda- 
 mental 
 rules. 
 
 Additions 
 or altera- 
 tions. 
 
 122. Any rule of the society not declared to be fundamental 
 in manner hereinafter stated, may be rescinded or altered, 
 or any new rule be made, by a majority of two-thirds of 
 the members present at any special general meeting. 
 
 123. The Special Rules of the society may declare any 
 rule of the society therein mentioned, including this pro- 
 vision, to be fundamental ; and no rule comprised in such 
 declaration shall be rescinded or altered witbmit such consent 
 so given as is thereby specified.* 
 
 124. Application for the registration of every addition, 
 repeal, or alteration shall be made to the Registrar for the 
 country where the society is established, in manner and 
 form reqiiired by the Treasury regulations, so soon as is 
 practicable after the same has been made ; and a copy thereof 
 shall be issued with every copy of the rules issued after the 
 registration thereof. 
 
 CHAPTER XI. CHANGE OF NAME, AMALGAMATION, CON- 
 VERSION INTO A COMPANY, AND DISSOLUTION. 
 
 Change of 125. (1) The society may, by special resolution passed in 
 name, &c. manner prescribed by the Act : 
 
 (a) Change its name, with the approval of the 
 Registrar! in writing ; 
 
 (b) Amalgamate with or transfer its engagements 
 to any other society or company, or accept any such 
 transfer ; 
 
 (c) Convert itself into a company under the Com- 
 panies Acts as in the Act prescribed. [See the Act, 
 16 (1-7).] j 
 
 * See notes, pp. 112-13. 
 
 t The chief registrar in England, or the assistant registrar for 
 Ireland or Scotland, if the society is registered and does business 
 exclusively there. 
 
 J Pages 170-2.
 
 RULES OF A SOCIETY UNDER I. & P. S. ACT 1876. 147 
 
 (2) The society may be voluntarily dissolved : Dissolu- 
 
 (a) By a resolution to wind it up, made as is tion. 
 directed in regard to companies by the Companies 
 Act, 1862. 
 
 (b) By an instrument of dissolution signed by 
 three-fourths of the members for the time being, and 
 in the form prescribed by the regulations in force 
 under the Act. 
 
 CHAPTER XII. FORMS OF INSTRUMENTS. 
 
 126. The instruments referred to in the preceding rules Instru- 
 shall be in the forms following, or as near thereto as the ments shall 
 illmvs. The date, the name of the society, and, if the have the 
 
 oase requires, an address to the committee shall in all cases * ollowm g 
 
 n L ^ iorms. 
 
 be prefixed : 
 
 (1.) (a) I, the undersigned, hereby apply for (1.) Appli- 
 
 [transferable] or [withdrawable'] shares in the above- cation for 
 named society, in respect of which I agree to make admission 
 the payments required by the rules of the society, and v ^^i m 
 otherwise to be bound thereby. By a ppli- 
 
 Signature of applicant, stating his address and occupation. cation for 
 
 shares, 
 (b) Eeceived this day a copy of the rules of the above- B 
 
 named society, for which I have paid [on account of me nt for a 
 the undermentioned applicant*'] the sum required to be copy of 
 paid on an application for admission to the society. rules. 
 Signature as above, or if the payment is made by any other 
 person than the applicant, of this person, stating the name, address, 
 and occupation of the applicant. 
 
 (2.) "We, the undersigned, secretary, and two of the com- (2.) Appli- 
 mittee of management of the cation for 
 
 [Society Limited], hereinafter called the applicant, in shares by a 
 virtue of a resolution thereof, dated the day of 
 
 , hereby apply on its behalf for {trans- 
 
 ferable} or [withdrawable] shares in the above-named 
 society, in respect of which the applicant hereby 
 agrees to make all payments required by the rules 
 of the above-named society, and otherwise to be bound 
 thereby. In witness whereof we have signed our 
 names hereto, by the authority of the applicant society. 
 Signatures of the members of the committee, and countersign of 
 the secretary, stating respectively their qualifications as such, and 
 the registered office of the applicant. 
 
 The same form applies to a company, substituting 
 "Company," with or without the word "limited" as 
 the case may be, for [Society Limited], and "directors" 
 for "committee." 
 
 * Omit the words in brackets if the payment is made by the 
 applicant. 
 
 H2
 
 148 
 
 PROFIT-SHARING. 
 
 (3.) Trans- 
 fer between 
 indi- 
 viduals. 
 
 (4.) Trans- 
 fer between 
 societies or 
 companies. 
 
 (3.) This instrument, made the day of , 
 
 18 , between A, of , and B, of , witnesseth, 
 that in consideration of the sum of , paid by 
 the said B to me, I, the said A, hereby transfer to 
 the said B, his executors, administrators, and assigns, 
 the shares, numbered , now standing 
 
 in my name in the books of the above-named society, 
 to hold the said shares upon the same conditions on 
 which I now hold the same ; and that I, the said B, 
 hereby accept the said shares, subject to the said 
 conditions. In witness whereof we have hereto set 
 our hands. 
 
 Name of Transferor. 
 
 Name of Transferee. 
 
 (4.) This instrument, made the day of ,18 , 
 
 between the [Society Limited,] 
 
 established at , hereinafter called 
 
 the vendor, of the one part, and the 
 
 Society Limited, established at 
 
 , hereinafter called the purchaser, of the 
 other part, in consideration of paid by the 
 
 purchaser to the vendor, witnesses that the vendor 
 hereby transfers the shares numbered 
 
 , now standing in the name of the 
 vendor in the books of the above-named society, to 
 the purchaser, and the assigns of such purchaser, 
 to hold the same upon the same conditions on which 
 they are held by the vendor ; and that the purchaser 
 accepts the said shares subject to the said conditions. 
 In witness whereof the seals of the said societies are 
 hereto attached, by the resolutions of the committees 
 thereof, dated respectively the day of 
 and the day of 
 
 N.B. The seals of the societies and signatures of the 
 committee and secretary must be affixed as in 
 Form (2). The same form applies, with the neces- 
 sary changes, to transfers between companies. 
 
 The foregoing rules are the general rules referred to in the 
 rules signed by us : * 
 
 * Here follow the signatures of seven members of the society 
 and the secretary.
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 149 
 
 EULES OF THE UFTON HILL FAEMING 
 ASSOCIATION, LIMITED. 
 
 Registered under the Industrial and Provident Societies Act. 
 
 PART I. INTRODUCTORY. 
 
 1 . In the construction of these rules unless there be some- Interpre- 
 thing in the subject or context inconsistent therewith tatiou. 
 
 " The office " means the registered office for the time being 
 
 of the association. 
 "The Act" means the Industrial and Provident Societies 
 
 Act, 1876. 
 " The committee " means the committee of management of 
 
 the association. 
 ' ' Society " means any association registered under any Act 
 
 other than the Companies Acts. 
 "Company" means any body corporate other than a 
 
 society. 
 
 " Month " means calendar month. 
 " In writing" means written or printed, or partly written 
 
 and partly printed. 
 
 "The Treasury regulations" means the regulations ap- 
 proved by the Treasury under the Act. 
 " Land" includes tenements and hereditaments. 
 Words importing only the singular number include the 
 
 plural number, and vice versa. 
 Words importing only the masculine gender include the 
 
 feminine gender. 
 
 PART II. NAME, PLACE OF BUSINESS, AND OBJECTS. 
 
 2. The name of the association shall be the " Ufton Hill Name, ob- 
 Farming Association, Limited." The object of the associa- jects, and 
 tion is to carry on the trade of farmers ; and, so far as neces- P wers - 
 sary for that purpose, the buying or selling of land. The 
 association shall have full power to do all things necessary 
 
 or expedient for the accomplishment of all objects specified 
 in its rules, including the power to mortgage, rent, lease, or 
 sub-lease lands of any tenure, and to erect, pull down, repair, 
 or alter any building thereon. 
 
 3. The registered office shall be the farm-house on the Registered 
 Ufton Hill Earm, in the county of Warwick, or such other office.
 
 150 
 
 PROFIT-SHARING. 
 
 place as tlio committee shall, from time to time, direct, pro- 
 vided that, upon any removal of the office, notice shall be 
 sent within fourteen days to the Registrar of Friendly 
 Societies, in the manner required by the Treasury Regula- 
 tions. 
 
 PART III. MEMBERS. 
 
 Who are 4. The members of the association shall be those who apply 
 members. f or registry, and are admitted upon being elected in the 
 manner provided by Rule 9. Additional members may, if 
 the association shall think fit, be elected in the manner pro- 
 vided in the said rule. 
 
 Junior o. Junior members not less than 16 years of age may also 
 
 members, be elected, who shall not possess any of the privileges of 
 members except that of participating in the divisible yearly 
 profits, the amount of their shares being in proportion to the 
 wages earned by each during the past year, as in the case of 
 members ; neither shall they be eligible for any office, the 
 qualification for which is membership of the association. 
 
 "Number o f 6. If the number of members at any time be reduced below 
 members, twelve, and the association do not at any time within one 
 month elect a member or members to make up the number 
 to twelve, any person proposed by [the founder of the scheme'] 
 shall be entitled to become a member of the association until 
 the number is complete. 
 
 Admission 
 of mem- 
 bers. 
 
 Cessation 
 of mem- 
 .bership. 
 
 7. No person under the age of twenty- one shall be ad- 
 mitted a member. 
 
 8. A person whose share shall have been transferred or 
 forfeited under these rules, shall cease at once to be a 
 member. A member may be expelled from the association 
 by a vote of two-thirds of the existing members present at a 
 special general meeting convened for the purpose, such vote 
 to be given by ballot. 
 
 Power to 9. Every member shall enter from time to time in a book, 
 name sue- to be kept by the secretary, the name of the person whom he 
 301 ' desires to name as his successor in the event of his ceasing 
 to be a member otherwise than by expulsion or bankruptcy. 
 Election of Upon any person ceasing to be a member, a ballot shall be 
 new mem- held, at which a person shall be appointed to succeed such 
 member in the following way : 
 
 (1) If there be any junior members who have attained the 
 age of twenty-one, they shall first be balloted for in 
 the order in which they were elected junior members. 
 A majority of two-thirds of the existing members 
 shall be necessary for the election of a member. 
 
 bers.
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 151 
 
 (2) If all such junior members be rejected, the person 
 
 named by the retiring or deceased member shall be 
 then balloted for. 
 
 (3) If the person so named be rejected, the committee shall 
 
 have power to name not more than two persons, who 
 shall be balloted for successively. 
 
 (4) If the committee refuse to name any person, or if such 
 
 person or persons be rejected, any member may name 
 one person, and all the persons so named and junior 
 members of the age of twenty-one shall be balloted for 
 together, and the one who obtains the greatest number 
 of votes shall be elected, whether he secure a two- 
 thirds majority or not. 
 It shall be in the power of the association, subject to the 
 
 consent of \the founder},^ a two-thirds vote to decide not to 
 
 elect any member in the room of an ex-member. 
 
 10. Any person on being elected a member of the associa- Payments 
 tion shall pay into the reserve fund hereinafter mentioned a by elected 
 sum equivalent to the interest in the association, as estimated member, 
 under .Rule 16, of the member whom he has succeeded. If he 
 
 be unable to pay up the whole or any part of such sum, all 
 divisible profits due to him under the rules of the association 
 shall be paid into the reserve fund until such sum be made 
 up, together with interest at 3.V per cent, on the balance due 
 at the end of each year ; and any moneys required to make 
 up such sum and interest as aforesaid shall be a debt due 
 from the member to the association. 
 
 11. The committee shall keep, at the office, a list of the List of 
 names and addresses of all members. No person, whose members, 
 name does not appear on such list, shall have any right as a 
 member ; and the committee shall cause to be erased there- 
 from the names of all persons who cease to be members. 
 
 PART IV. CAPITAL. 
 
 12. The capital of the association shall consist of fully paid Capital, 
 shares of \l. each, which shall, subject to Rule 10, be held 
 
 in equal shares by the existing members from time to time. 
 
 13. The president may, subject to the consent of [the Loans. 
 J'oini'ler], obtain advances from time to time for the purposes 
 
 of the business of the association, upon agreement or upon 
 the security of bills, promissory notes, debentures, or other- 
 wise on the security of a mortgage or charge, either legal 
 or equitable, on any of the property of the association ; 
 subject to such consent as aforesaid, any such loan may be 
 made on such terms and in such manner and on such security 
 as the president may think fit. Provided that the total 
 amount borrowed on behalf of the association shall at no 
 time exceed the sum of 5,000?.
 
 152 
 
 PROFIT-SHARING. 
 
 Interest of 
 members 
 quitting 
 the asso- 
 ciation. 
 
 PART Y. SHARES. 
 
 Limit of 14. No member may hold shares in the association to an 
 holding. amount exceeding 200/. 
 
 Transfer of 15. The shares shall not be withdrawable, and shall be 
 shares. transferable only upon the election of a new member or new 
 members of the association, and so as to carry out the pro- 
 visions of Rule 9. The committee shall keep a share register 
 in which they shall enter from time to time the holders for 
 the time being of the shares in the association. 
 
 16. Any person ceasing to be a member of the association 
 by voluntary retirement or by expulsion , shall be entitled 
 within one year of the cessation of his membership to the 
 amount credited to him in the books of the association upon 
 the results of the last balance sheet previous to such date, 
 and also to his proportionate share of the entire net profits of 
 the year in which he shall so retire or be expelled, including 
 in such net profits the sums set apart in that year for the 
 reserve and redemption of loan funds hereinafter mentioned. 
 Provided always, that the aggregate sum paid or credited 
 under the last head to the whole of the members retiring or 
 expelled in any one year, exclusive of the shares of any such 
 members in the net profits of the current year, shall not 
 exceed one-third of the reserve fund as shown by the balance 
 sheet of the preceding year, and any further claim of such 
 members upon the reserve fund shall thereupon be extin- 
 guished, unless in any case the association determine other- 
 wise. The share of any such member as aforesaid shall 
 either be cancelled, or shall, with the consent of the com- 
 mittee, be transferred to a new member elected in his place 
 according to the form of transfer contained in the Appendix. 
 
 17. The president or secretary shall keep a book in which 
 he shall register all nominations made by members of the 
 association of any person or persons, not being officers or 
 servants (which latter term shall not include junior members 
 or farm hands) of the association, unless any such officer or 
 servant is the husband, wife, parent, child, brother, sister, 
 nephew or niece of the nominator, to whom the amount 
 credited to such nominator in the books of the association 
 shall be paid at his decease, provided that the amount so 
 credited does not exceed 100/. 
 
 Revoca- 18. The president or secretary shall in like manner register 
 tions. all revocations or variations of such nominations made by 
 
 the nominator from time to time. 
 
 Proceed- 19. (a) On receiving satisfactory proof of the death of a 
 
 ings on the nominator the committee shall, within one year, pay to any 
 
 death of a p ere on or persons entitled under his nomination the amount 
 
 ' M1 ' credited to the deceased member in the books of the 
 
 Nomina- 
 tion of 
 legatees.
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 
 
 association and to -which the deceased member is entitled 
 under the preceding rules, (b) If any member entitled to 
 an interest in the association, not exceeding 100/., dies 
 intestate and without having made any nomination which 
 remains unrevoked at his death, such interest shall be pay- 
 able, without letters of administration, to or among the 
 persons who appear to a majority of the committee, upon 
 such evidence as they may deem satisfactory, to be entitled 
 by law to receive the same, subject to the provisions of the 
 " Provident Nominations and Small Intestacies Act, 1883." 
 (c) If any member, whose interest in the association does not 
 exceed 100/., dies leaving a will, and without having made 
 any nomination revoking such will and remaining itself 
 unrevoked at his death ; or if any member dies whose afore- 
 said interest exceeds 100/. ; in either case such interest shall 
 be payable only to his executors or administrators, subject 
 to the provisions of the Act above mentioned, and on proof 
 of such death being produced, together with the probate of 
 his will or letters of administration to his estate, as the case 
 may be. * 
 
 20. A notice of his right to nominate shall be sent to Notice of 
 each individual member who has not exercised the right, at right to 
 the same time as the report of the first ordinary business nominate, 
 meeting in each year, or otherwise, as the committee may 
 
 direct. 
 
 21. On the bankruptcy of a member, his interest in the Bank - 
 association shall pass to the trustee in his bankruptcy. ruptcy of ;r 
 
 member. 
 
 PART VI. GOVERNMENT AND ADMINISTRATION. 
 
 22. An ordinary general meeting shall be held at the General 
 office in the months of April and October in every year, or at meetings, 
 such date as the committee shall give notice. 
 
 23. (1) To receive and examine the half-yearly reports of Functions 
 the auditors. (2) At the October meeting to settle the of ordinary 
 amount and date of the division of the yearly profits and ^^^L 
 decide on the amount (subject to Rule 51), and the manner 
 of application of the Extra Purposes Fund. (3) To appoint 
 the committee at each October meeting. (4) To make, alter 
 or rescind, so far as is consistent with the Act, any of the 
 rules of the association. Provided always, that no rule shall 
 be made, altered or rescinded except by a vote of two- thirds 
 of the existing members voting by ballot, and, in the case of 
 fundamental or of new rules, with the consent of [the 
 founder.'] 
 
 24. Special general meetings shall be summoned by the Special 
 president or committee whenever he or they may think general 
 _ meetings. 
 
 * See note (c), p. 167. 
 H5
 
 154 
 
 PROFIT-SHARING. 
 
 necessary, or on the request of six members. If the presi- 
 dent neglect for seven days after such request as aforesaid to 
 summon a meeting, any of the requisitionists may give 
 notice accordingly. 
 
 Business of 25. A special general meeting shall be summoned for the 
 special determination of all or any of the matters following ( 1 ) To 
 general elect or expel a member or junior member. (2) To elect or 
 ^ s ' discharge a committee-man. (3) To transact any business 
 connected with the transfer of a member's share in the 
 association. (4) To discuss the position of the association, 
 or matters relating to the farm. Provided that no ordinary 
 or special general meeting shall exercise any control over the 
 management of the farm, which shall be solely in the hands 
 of [the manager]. Provided also, that for all the above 
 purposes, except the last, a notice specifying the business to 
 be transacted shall be posted up in the office five days before- 
 hand. The committee may, however, by an unanimous vote, 
 dispense with the latter proviso. An ordinary general meet- 
 ing may be made special for any purpose of which five days' 
 notice has been given as aforesaid. [The founder'] shall 
 have the power to be present and to speak at any ordinary 
 or special general meeting, but shall not have any vote. 
 
 Quorum. 26. Nine members shall constitute a quorum at any 
 general meeting. If within an hour of the time fixed for 
 the meeting a quorum be not present, the meeting shall be 
 adjourned to such time and place as the committee may 
 determine and give notice of. No meeting shall become 
 incompetent to transact business from the want of a quorum 
 arising after the chair has been taken. 
 
 Power of 27. Any general meeting, duly constituted, may adjourn 
 adjourn- f or g^^ time, not exceeding fourteen days, as the members 
 present may determine. 
 
 Chairman 28. Every meeting shall have a chairman, who shall be 
 of meet- the President of the Association, or, in his absence, a 
 m s - member of the committee, if one be present. The chairman 
 
 shall have a casting vote in addition to his ordinary vote. 
 
 Voting. 29. Votes shall, except where otherwise provided by the 
 
 rules, be first taken by show of hands, unless any four 
 members present demand a ballot. 
 
 The com- 30. There shall be a committee of three members of the 
 mittee. association, consisting of the president and two members, 
 elected yearly by ballot at the first ordinary general meeting 
 after Michaelmas in each year. A retiring committee-man 
 shall be re- eligible. When a vacancy occurs it may be 
 filled up at the next general meeting ; if it be not so filled 
 up, the retiring committee-man may continue to act until 
 some member be elected to fill his place.
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 155 
 
 31. A committee-man, other than [the manager], may be Removal 
 removed from office at any time by two-thirds of the of commit- 
 members voting by ballot at a special general meeting con- teemen. 
 vened for the purpose, which may thereupon proceed to fill 
 
 up his place by a vote of a majority of the members 
 present. Xo such committee-man shall continue to act 
 even though his place be not filled up. 
 
 32. The committee shall decide (subject to appeal to a Powers of 
 special general meeting to be notified within a week of their the com- 
 decision) on the evidence to be produced for establishing mittee. 
 the claim of any nominee, executor, administrator, or official 
 trustee to any member's share in the association, and may 
 institute, prosecute, compromise, or refer to arbitration any 
 
 suit, debt, liability, or claim against, by, to, or on the 
 association. And all acts or orders done or given by them 
 in the name and on behalf of the association, under any 
 power hereby given them, shall bind the association and 
 every member thereof as fully as if they had been acts or 
 orders of a majority of the members at a general meeting 
 acting in exercise of the powers given them by these rules. 
 
 33. The duties of the committee shall be (a), to nominate Duties of 
 new members and junior members, subject to Eule 9 ; (b) to the corn- 
 inspect the fortnightly accounts ; (c) to see that the ac- mittee. 
 counts be audited half-yearly, and, if they shall so deter- 
 mine, to appoint an auditor or auditors ; (d) to provide that 
 
 a half-yearly statement of the accounts of the association 
 be prepared, and to lay the same, when duly audited, before 
 the members in general meeting, accompanied by a report 
 on the position of the affairs of the association, signed by 
 the chairman of the committee meeting at which such report 
 was adopted. 
 
 34. The committee shall meet at such times and places as Time and 
 they may from time to time determine. The quorum shall place of 
 be two, of whom one shall be the president. meeting. 
 
 35. The president of the association shall be [the manager]. President. 
 He shall cease to be president only in the event of the asso- 
 ciation being dissolved, or of his being succeeded, with the 
 consent of [the founder], by some other person, being a 
 member of the association. The president (1), shall super- 
 intend the business of the association, receive and give 
 receipts for all moneys due to it, engage and discharge all 
 labourers employed by it, regulate their wages, and the 
 
 wages of members, determine the prices to be paid or charged 
 for all goods or farm produce bought or sold on its account, 
 and make all contracts entered into on its behalf other than 
 contracts relating to the purchase or sale of land, which shall 
 not be made except on a previous resolution of the associa- 
 tion ; (2) he shall open an account at the branch of
 
 156 
 
 PROFIT-SHARING. 
 
 Messrs. 
 
 -'s Bank on behalf of the association ; (3) he 
 
 may give and take such credit as is usual in the business of 
 farming, and may, in the course of the association's business, 
 draw, accept, sign, or endorse any bill of exchange, promis- 
 sory note or cheque on its behalf ; (4) he may, at his dis- 
 cretion, suspend any member, and forbid his entry on the 
 farm, provided that within a week of such suspension it be 
 decided, by a special general meeting voting by ballot, 
 whether such member be expelled or not. If it be decided 
 by the meeting that such member shall not be expelled, his 
 suspension shall forthwith cease. 
 
 Payment 36. All monevs received on behalf of the association, 
 of money except petty receipts under the value of 3/., shall, so soon as 
 into bank, received, be placed to the aforesaid account at the bank. 
 
 All disbursements above the value of 3/. shall be paid by 
 
 cheque. 
 
 The seal of 37. The seal shall be in the custody of the president. It 
 
 theassocia- shall bear the device of , with the words " Ufton Hill 
 
 tion. Farming Association, Limited," round the edge. It shall be 
 
 used only under the authority of a resolution of the com- 
 mittee, the date whereof shall be entered on the instrument 
 to which the seal is attached ; and it shall be attested by the 
 signature of the president. 
 
 38. The name of the association shall be mentioned in 
 legible characters in all notices, advertisements, and official 
 publications, bills of exchange, promissory notes, endorse- 
 ments, cheques or orders for money or goods, purporting to 
 be signed by or on behalf of the association, and on all bills 
 of parcels, invoices, receipts or letters of credit, and shall be 
 conspicuously painted or affixed on the outside of every 
 office or place of business of the association. 
 
 Minutes to 39. The minutes of all meetings of the association or 
 he evidence committee, except such as are summoned merely to discuss 
 f *A'~tr ^ ne sorting of the farm, containing such particulars as the 
 committee direct from time to time, shall be regularly 
 recorded by the secretary, and the minutes of every ordinary 
 general meeting of the association and of every meeting of 
 the committee shall be read at the next of such meetings 
 respectively, and signed by the chairman of the meeting at 
 which they are so read, and the minutes of even' special 
 general meeting, except those mentioned above, shall be read 
 at the meeting of the committee following, and signed by the 
 chairman of such meeting ; and all minutes so signed shall, 
 in the absence of evidence to the contrary, be taken, as 
 between the association and every member thereof, to be a 
 true statement of any matter therein contained, subject to 
 the correction of any patent error. 
 
 Use of 
 name of 
 the asso- 
 ciation.
 
 RULES OF AGRIC. SOC. VXDER I. & P. S. ACT 1876. 157 
 
 40. No officer of the association, except the president and Generally, 
 secretary (if any), shall receive any remuneration. It shall 
 
 be the duty of every officer of the association having the 
 receipt or charge of any monies thereof, or of his executors 
 or administrators, at such time as the association may direct, 
 and subject thereto as the committee require, or upon 
 demand made or notice in writing given or left at his last or 
 usual place of residence, to give in his account as may be 
 required by the association or the committee, to be examined 
 and allowed or disallowed by them, and on the like demand 
 or notice, to pay over all monies and deliver all property, 
 for the time being in his hands or custody, to such person 
 as the association or the committee appoint. 
 
 PAET VII. ACCOUNTS AND EETUKXS. 
 
 41. There shall, subject to the appointment of any public Auditors, 
 auditor, be two auditors of the association. 
 
 42. (1) The auditors shall be appointed at the first ordinary Appoint- 
 general meeting held after this rule is registered ; and ment of 
 afterwards at each yearly general meeting ; their remune- au( htrs. 
 ration shall be fixed at the time of their appointment. (2) 
 
 A retiring auditor shall be re-eligible. (3) A vacancy in 
 the appointment of auditor may be filled up by the com- 
 mittee. (4) No officer or servant of the association can be 
 an auditor, except for the purposes of the interim audit in 
 the month of January. (5) Any such meeting, in lieu of 
 electing an auditor, may direct that the accounts be audited 
 by a public auditor under the Act, whereupon the appoint- 
 ment of the existing auditors shall be vacated, and the audit 
 shall thenceforward be conducted by the public auditor 
 until it be otherwise determined by a general meeting of 
 the association. 
 
 43. The auditors shall audit the accounts of the associa- Duties of 
 tion, to be prepared by the committee as hereinbefore pro- auditors, 
 vided, for the period intervening from the formation of the 
 association, or their last audit, to such time as the associa- 
 tion may direct, and subject thereto to the last quarter-day 
 previous to each half -yearly general meeting, and shall lay 
 before it a balance sheet of the receipts and expenditure 
 
 of the association during the period to which the audit 
 extends, and a statement of its assets and liabilities at the 
 time of such audit, both signed by them, which shall 
 specify the total amount of all moneys borrowed by the 
 association, distinguishing the securities on which each is 
 obtained. (2) The auditors shall examine the annual return 
 after-mentioned, and verify the same with the accounts 
 relating thereto, and shall either sign the same as found by 
 them to be correct, duly vouched, and in accordance with
 
 158 PROFIT-SHARING. 
 
 law, or specially report to the association in -what respects 
 they find it incorrect, unvouched, or not in accordance with 
 law. 
 
 Powers of 44. The auditors shall be entitled to call for and examine 
 
 auditors. anv p a p er or document belonging to the association, and 
 
 shall make a special report to the association upon any 
 
 matter connected with the accoimts which appears to them 
 
 to require notice. 
 
 Audited 45. Every balance sheet, signed by the auditors and 
 
 accounts to approved of by the meeting to which it is presented, shall 
 be binding j^ bi n di n o. O n all members of the association, excepting as 
 - 
 
 on mem- n , i 
 
 hers anv error therein not exceeding such sum as the associa- 
 
 tion may direct, and subject thereto, the sum of ten pounds, 
 brought before the next half-yearly general meeting. 
 
 Copy of 46. A copy of the last balance sheet of the association 
 
 accounts an( j o f t ^ e re p 0r t o f the auditors shall be kept alwavs hung 
 
 and re- , ,-, /r> < ,1 ! 
 
 por f. up in a conspicuous place in the omce of the association. 
 
 Individual 47. Any member or person having an interest in the 
 
 right of funds of the association may inspect the books and the names 
 
 inspection. o j ^he members at all reasonable hours, at the office, or at 
 
 any place where the same are kept, subject to such regu- 
 
 lations as to the time and manner of such inspection, as may 
 
 from time to time be made by the general meeting of the 
 
 association. 
 
 Inspection 48. (1) An application may be made under section 15 of 
 on order of fa Q ^ c t ( a ) o appoint one or more inspectors to examine 
 tra* 16 ^ 18 " * n ^ ^ e an?a ^ rs f ti* e association and to report thereon ; (b) 
 to call a special meeting of the association in manner and for 
 the purposes provided by such section. (2) The application 
 may be made by one-fifth of the members of the association, 
 so long as the members do not exceed 999. It must be sup- 
 ported by evidence to show that the applicants have good 
 reason for requiring such inspection to be made or meeting 
 called, and are not actuated by malicious motives therein, 
 and be made on such notice to the association as the Chief 
 Registrar directs. 
 
 Annual 49. (1) The committee shall, at such time, not later than 
 
 return. the 1st day of June in each year, as they determine, send to 
 
 the Eegistrar a general statement (to be called the annual 
 
 return) of the receipts and expenditure, funds and effects of 
 
 the association as audited, which 
 
 (a) Shall show separately the expenditure in respect of 
 
 the several objects of the association ; ' 
 
 (b) Shall be made up to the 31st day of December then 
 last inclusively ; 
 
 (c) Shall state whether the audit has been conducted by a 
 
 public auditor appointed under the Act, and if so, by 
 whom;
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 159 
 
 (d) If the audit has been conducted by any person other 
 than a public auditor, shall state the name, address 
 and calling, or profession, of each such person, and 
 the manner in which and the authority under which, 
 he is appointed. 
 
 (2) Together with such return, the committee shall send a 
 copy of every auditor's report during the year to which the 
 same return relates. If the annual audit of the association 
 is made up to Michaelmas in each year, it shall be lawful for 
 the president or secretary of the association to make an 
 interim audit in the month of January showing the ex- 
 penditure and receipts of the association up to the 31st day 
 of December. 
 
 50. It shall be the duty of the committee to supply to Copies of 
 every member or person interested in the funds of the annual re- 
 association, on his application, 
 
 (1) Gratuitously, a copy of the last annual return for the 
 
 time being of the association, 
 
 (2) To every person, on demand, a copy of the rules at 
 such price not exceeding one shilling as the committee 
 fix from time to time. 
 
 PART VIII. PROFITS. 
 
 51. The net profits shown on eveiy yearly account taking, Applica- 
 of all business carried on by or on account of the association, tion of 
 after providing for the interest upon loans (if any), shall be profits- 
 applied as follows : (1) In paying to the " Extra Purposes " 
 fund hereinafter mentioned, a sum equal to five per cent, of 
 the profits, or such larger sum as the association shall from, 
 time to time determine. (2) In paying to the reserve fund 
 hereinafter mentioned, a sum equal to forty per cent, of the 
 said profits. (3) The remaining 55 per cent, of the net 
 profits shall be divided into two equal parts, called re- 
 spectively the redemption of loan fund and the divisible 
 profits fund, the former of which shall be applied in the 
 redemption of any loan owing by the association, in such 
 manner as the association shall from time to time determine; 
 the latter shall, subject to the provisions of these rules, be 
 divided among the members and junior members of the asso- 
 ciation or their representatives in manner hereinbefore pro- 
 vided, and in proportion to the wages actually earned by 
 each member and junior member during the said year. 
 Provided also that all persons hired by the association shall 
 have a share in the divisible profits in proportion to half the 
 wages which they shall have been paid by the association 
 during the current year. Dividend on wages 'shall not be 
 calculated on any fraction of a pound.
 
 160 
 
 PROFIT-SHARING. 
 
 Redemp- 52. If upon any yearly account taking it be found that 
 tion of loan there are no loans owing to the association, the redemption 
 
 fund. 
 
 Extra 
 
 purposes 
 
 fund. 
 
 Keserve 
 fund. 
 
 Determi- 
 nation of 
 disputes. 
 
 Funda- 
 mental 
 rules. 
 
 Additions 
 or altera- 
 tions. 
 
 of loan fund for that year shall fall into the reserve fund, 
 unless the reserve fund has reached a sum of 2,000/., in 
 which case it shall fall into the divisible profits fund. 
 
 53. The extra purposes fund shall be applied ( 1 ) to donations 
 for charitable or benevolent purposes ; (2) to promote the 
 education, health, comfort, or recreation of the members of 
 the association. Any balance exceeding 3/. shall be invested 
 in such way as the committee may determine. 
 
 54. The objects of the reserve fund shall be (1) to meet any 
 deficiency from time to time in the rent or interest payable 
 by the association ; (2) to discharge in whole or in part, as 
 provided by Eule 16, the claims of members dying or ceasing 
 to belong to the association ; (3) to provide a fund to which, 
 in case of extreme emergency, the association may resort. 
 Such resort, however, shall only be had with the consent of 
 [the founder']. The reserve fund shall be invested in any 
 security or securities to be chosen by the said [the founder ], 
 provided that no such investment be made in the shares of 
 any society or company other than one with limited liability. 
 
 PART IX. DISPUTES. 
 
 55. All disputes arising between a member, or any person 
 claiming through a member or under the rules of the associa- 
 tion, and the association or any officer thereof, shall, if the 
 committee or any party to the dispute think fit, be referred 
 to a special general meeting of the association, which shall 
 have power to determine the same, or, if it thinks fit, to 
 appoint an arbitrator, not being a member of the association, 
 to investigate and determine the matter in dispute. Any 
 costs thereby caused not exceeding 51., shall be borne as the 
 arbitrator shall direct. 
 
 PAUT X. AI/TERATIOX OF EULES. 
 
 56. Eules 2, 6, 8, 9, 10, 12, 13, 14, 15, 16, 25, 29, 35, 51, 
 54, shall be fundamental, and may only be altered or repealed 
 by a vote of two-thirds of the existing members of the asso- 
 ciation present at a special general meeting, confirmed by 
 [the founder] or his personal representatives, so long as his 
 guarantee continues in force.* 
 
 57. Application for the registration of every addition, 
 repeal, or alteration to or of these rules, shall be made to the 
 registrar, in manner and form required by the Treasury 
 regulations, so soon as is practicable after the same has been 
 
 * See notes, pp. 112 13.
 
 RULES OF AGRIC. SOC. UNDER I. & P. S. ACT 1876. 161 
 
 made, and a copy thereof shall be issued with every copy of 
 the rules issued after the registration thereof. No amend- 
 ment of these rules is valid until registered. 
 
 PART XL CHANGE OF NAME, DISSOLUTION, &c. 
 
 58. The association may, by special resolution, passed in Change of 
 manner prescribed by the Act (a) change its name with the name, 
 approval, in writing, of the registrar ; (b) amalgamate with, 
 
 or transfer its engagements to, any other society or company, 
 or accept any such transfer ; (c) convert itself into a com- 
 pany under the Companies Acts, as in the Act prescribed. 
 
 59. The association may be voluntarily dissolved (a) By a Dissolu- 
 resolution to wind it up, made as is directed in regard to tion. 
 companies by the Companies Acts ; (b) By an instrument of 
 dissolution, signed by three-fourths of the members for the 
 
 time being, and in the form prescribed by the Treasury regu- 
 lations. Upon any such dissolution, the property of the asso- 
 ciation shall be realised, and the proceeds, with the reserve 
 fund, shall, after satisfying the debts and liabilities of the 
 association, be divided among the then actual members, in 
 proportion to their shares in the divisible profits for the then 
 current year, the same being estimated as hereinbefore pro- 
 vided. 
 
 APPENDIX. 
 FORM OF TRANSFER. 
 Ufton Hill Farming Association, Limited. 
 No. 
 
 THIS instrument, made the day of 18 , 
 
 between of and of , WITNESSETH 
 
 that in consideration of the sum of , paid by the 
 
 said to me, I, the said do hereby transfer to 
 
 the said his executors, administrators, or assigns, the 
 
 shares now standing in my name in the books of the above- 
 named association, to hold the said shares upon the same 
 conditions on which I now hold the same ; and that I the 
 
 said hereby accept the said shares subject to the said 
 
 conditions. 
 In witness hereof we have set our hands. 
 
 Signature of transferal Stamo 
 
 Signature of transferee "'
 
 162 PROFIT-SHARING. 
 
 MATEEIAL SECTIONS OF THE INDUS- 
 TEIAL AND PBOVIDENT SOCIETIES 
 ACT, 1876. 
 
 Societies 6. The societies which may be registered under this Act 
 
 which may are societies (herein called industrial and provident societies) 
 
 be regis- f or carrying on any labour, trade, or handicraft, whether 
 
 tered. -wholesale or retail, including the buying and selling of land, 
 
 but as to the business of banking subject to the provisions 
 
 hereinafter contained, of which societies no member other 
 
 than a society registered under this Act shall have or claim 
 
 an interest in the funds exceeding two hundred pounds 
 
 sterling. 
 
 Registry of 7. With respect to the registry of societies the following 
 societies, provisions shall have effect : 
 
 (1) No society can be registered under this Act which does 
 
 not consist of seven persons at least. 
 
 (2) For the purpose of registry, an application to register 
 
 the society, signed by seven members and the secretary, 
 and two written or printed copies of the rules shall be 
 sent to the registrar. 
 
 (3) No society shall be registered under a name identical 
 
 with that under which any other existing society is 
 registered, or so nearly resembling such name as to 
 be likely, in the opinion of the registrar, to deceive 
 the members or the public as to its identity, and no 
 society shall change its name without sanction of the 
 chief or an assistant registrar, or otherwise than is 
 
 hereinafter provided. 
 
 * * ' * # * * 
 
 (5) The word " limited " shall be the last word in the name 
 
 of every society registered under this Act. 
 
 (6) Societies carrying on or intending to carry on business 
 
 in one or more country* shall be registered in the 
 country in which their registered office, as herein 
 mentioned, is situate ; but copies of the rules of such 
 societies, and of all amendments of the same, shall, 
 when registered, be sent to the registrar of each of 
 the other countries, to be recorded by him ; and until 
 such rules be so recorded, the society shall not be 
 
 * " Country" in the Act means England, Scotland, or Ireland, 
 as the case may be.
 
 INDUSTRIAL SOCIETIES ACT 1876. 163 
 
 entitled to any of the privileges of this Act in the 
 country in which such rules have not been recorded, 
 and until such amendments of rules* be recorded the 
 same shall not take effect in such country. 
 
 ****** 
 
 9. With respect to the rules of societies the following pro- Eules and 
 visions shall have effect : amend- 
 
 (1) The rules of every society sent for registry shall con- ments - 
 
 tain provisions in respect of the several matters men- 
 tioned in the second schedule to this Act. 
 
 (2) No amendment of a rule made by a registered society 
 
 shall be valid until the same has been registered under 
 this Act, for which purpose copies of the same, signed 
 by three members and the secretary, shall be sent to 
 
 the registrar. 
 
 ****** 
 
 (5) A copy of the rules of a registered society shall be de- 
 livered by the society to every person on demand, on 
 payment of a sum not exceeding one shilling. 
 
 10. With respect to the duties and obligations of registered Duties and 
 societies, the following provisions shall have effect : obligations 
 
 (1) Every society shall of societies. 
 
 (a) Have a registered office to which all communications 
 
 and notices may be addressed, and send to the 
 registrar notice of the situation of such office, and 
 of every change therein : 
 
 (b) Paint or affix, and keep painted or affixed, its name 
 
 on the outside of every office or place in which the 
 business of the society is carried on, in a conspicuous 
 position, in letters easily legible, and have its name 
 engraven in legible characters on its seal, and have 
 its name mentioned in legible characters in all 
 notices, advertisements, and other official publica- 
 tions of the society, and in all bills of exchange, 
 promissory notes, endorsements, cheques, and orders 
 for money or goods, purporting to be signed by or 
 on behalf of such society, and in all bills of parcels, 
 invoices, receipts and letters of credit of the society : 
 
 (c) Once at least in every year submit its accounts for 
 
 audit either to one of the public auditors appointed 
 as herein mentioned, or to two or more persons 
 appointed as the rules of the society provide, who 
 shall have access to all the books and accounts of 
 the society, and shall examine the general statement 
 of the receipts and expenditure, funds and effects of 
 
 * This term in the Act includes new rules and resolutions 
 rescinding rules.
 
 1 G i PROFIT-SHARING . 
 
 the society, and verify the same with the accounts and 
 vouchers relating thereto, and shall either sign the 
 same as found by them to be correct, duly vouched, 
 and in accordance with law, or specially report to 
 the society in what respect they find it incorrect, 
 unvouched, or not in accordance with law : 
 
 (d) Once in every year before the first day of June send 
 
 to the registrar a general statement (to be called the 
 annual return) of the receipts and expenditure, 
 funds, and effects of the society as audited, which 
 shall show separately the expenditure in respect of 
 the several objects of the society, and shall be made 
 out to the thirty-first of December then last inclu- 
 sively, and shall state whether the audit has been 
 conducted by a public auditor appointed as by this 
 Act is provided, and by whom, and if by any person 
 other than a .public auditor, .shall state the name, 
 address, and calling or profession of each such 
 person, and the manner in which, and the authority 
 under which he is appointed, and together therewith 
 shall send a copy of the auditors' report : 
 
 (e) Allow any member or person having an interest in 
 
 the funds of the society to inspect the books and the 
 names of the members, at all reasonable hours, at 
 the registered office of the society,, or at any place 
 where the same are kept, subject to such regulations 
 as to the time and manner of such inspection as may 
 be made from time to time by the general meetings 
 of the society, except that no such member or person, 
 unless he be an officer of the society, or be specially 
 authorized by a resolution thereof, shall have the 
 right to inspect a loan or deposit account of any 
 other member without the written consent of such 
 member : 
 
 (f ) Supply gratuitously to every member or person inte- 
 
 rested in the funds of the society, on his application, 
 a copy of the last annual return of the society for 
 the time being : 
 
 (g) Keep a copy of the last balance-sheet for the time 
 
 being, together with the report of the auditors, 
 always hung up in a conspicuous place at the re- 
 gistered office of the society. 
 
 (2) The following provisions shall apply to the business of 
 banking by societies : 
 
 (a) No society which has any withdrawable share capital 
 
 shall carry on the business of banking : 
 
 (b) Every society which carries on the business of banking 
 
 shall, on the first Mondays in February and August 
 in each year, make out, and keep conspicuously 
 hung up in its registered office, and every other
 
 INDUSTRIAL SOCIETIES ACT 1876. 16o 
 
 place of business belonging to it, a statement in the 
 form in the third schedule hereto annexed, or as near 
 thereto as the circumstances admit : 
 (c) The taking deposits of not more than five shillings in 
 any one payment, nor more than twenty pounds for 
 any one depositor, payable on not less than two 
 clear days' notice, shall not be included in the 
 business of banking within the meaning of this 
 Act, but no society which takes such deposit shall 
 make any payment of withdrawable capital while 
 any claim due on account of any such deposit is 
 
 unsatisfied. 
 
 ****** 
 
 (5) Every return and other documents required for the 
 
 purposes of this Act shall be made in such form and 
 shall contain such particulars as the chief registrar 
 prescribes. 
 
 (6) All documents by this section' required to be sent to the 
 
 registrar shall be deposited with the rules of the 
 societies to which the same respectively relate, and 
 shall be registered or recorded by the registrar, with 
 such observations thereon, if any, as the chief registrar 
 shall direct. 
 
 11. Eegistered societies shall be entitled to the following Privileges 
 privileges : - of societies. 
 
 (1) The registration of a spciety shall render it a body cor- 
 
 porate by the name described in the acknowledgment 
 of registry by which it may sue and be sued, with 
 perpetual succession and a common seal, and with 
 limited liability, and shall vest in the society all pro- 
 perty for the time being vested in any person in trust 
 for the society ; and all legal proceedings pending by 
 or against the trustees of any such society may be 
 prosecuted by or against the society in its registered 
 name without abatement. 
 
 (2) The rules of the society shall bind the society and all 
 
 members thereof and all persons claiming through 
 them respectively, to the same extent as if each member 
 had subscribed his name and affixed his seal thereto, 
 and there were contained in such rules a covenant on 
 the part of himself, his heirs, executors, and adminis- 
 trators, to conform thereto, subject to the provisions 
 of this Act : Provided that a society registered at the 
 time when this Act comes into operation, or the 
 members thereof, may respectively exercise any power 
 given by this Act, and not made to depend on the 
 provisions of its rules, notwithstanding any provision 
 contained in any rule thereof certified before this Act 
 was passed.
 
 166 PROFIT-SHARING. 
 
 (3) All moneys payable by a member to the society shall 
 
 be a debt duo from such member to the society, and 
 shall be recoverable as such either in the County 
 Court of the district in which the registered office of 
 the society is situate, or that of the district in which 
 such member resides, at the option of the society. 
 
 (4) The society shall not be chargeable under Schedule (C.) 
 
 or Schedule (D.) of the Income Tax Acts (a), but no 
 member of or person employed by the same to whom 
 any profits are paid shall be exempted from any 
 assessment to the said duties to which he would other- 
 wise be liable. 
 
 (5) A member of a society, not being under the age of 
 
 sixteen years, may, by writing under his hand 
 delivered at or sent to the registered office of the 
 society, nominate any person, not being an officer or 
 servant of the society unless such officer or servant is 
 the husband, wife, father, mother, child, brother, 
 sister, nephew, or niece of the nominator, to whom 
 his shares in the society shall be transferred at his 
 decease, provided that the amount credited to him in 
 the books of the society does not exceed fifty pounds (6), 
 and may from time to time revoke or vary such nomi- 
 nation by a writing under his hand similarly delivered 
 or sent, but not otherwise, and every such society shall 
 keep a book wherein the names of all persons so 
 nominated shall be regularly entered, and the shares 
 comprised in any such nomination shall be transfer- 
 able to the nominee although the rules of the society 
 declare its shares to be generally not transferable; 
 and on receiving satisfactory proof of the death of a 
 nominator, the committee of the society shall either 
 transfer the shares in manner directed on such nomi- 
 nation, or pay to every person entitled thereunder the 
 full value of his interest, at their option, unless the 
 shares if transferred to any such nominee would raise 
 his interest in the society to an amount exceeding two 
 hundred pounds sterling, in which case they shall pay 
 him the full value of such shares, not exceeding the 
 sum aforesaid. 
 
 (6) If any member of a society, entitled to an interest in 
 
 the society not exceeding fifty pounds (&) dies intes- 
 tate, and without having made any nomination under 
 this Act which remains unrevoked at his death, such 
 interest shall be transferable or payable, without 
 letters of administration, to or among the persons (c) 
 who appear to a majority of the committee, upon such 
 evidence as they may deem satisfactory, to be entitled 
 by law to receive the same. 
 
 (7) "Whenever the committee, after the decease of any
 
 INDUSTRIAL SOCIETIES ACT 1876. 167 
 
 member, make any payment or transfer to any person 
 who at the time appears to them to be entitled under 
 this section, the payment or transfer shall be valid 
 and effectual against any demand made upon the 
 
 committee or the society by any other person. 
 
 ****** 
 
 (9) A person under the ago of twenty-one but above the 
 age of sixteen may be a member of a society, unless 
 provision be made in the rules thereof to the contrary, 
 and may, subject to the rules of the society, enjoy all 
 the rights of a member (except as herein provided), 
 and execute all instruments and give all acquittances 
 necessary to be executed or given under the rules, but 
 shall not be a member of the committee, trustee, 
 
 manager, or treasurer of the society. 
 
 ****** 
 
 (a) By sect. 8 of the Customs and Inland Revenue Act, 1880 
 (43 Viet. c. 14), this exemption is taken away if the society sells 
 to persons who are not members thereof, and the number of the 
 shares of the society is limited either by its rules or practice. 
 
 (b) By the Provident Nominations and Small Intestacies Act, 
 1883 (46 & 47 Viet. c. 47), this limit was increased to WOl. 
 
 (c) By the Intestates' Estates Act, 1890 (53 & 54 Viet. c. 29), 
 ' ' the real and personal estates of every man who shall die intestate 
 after the 1st day of September, 1890, leaving a widow but no issue, 
 shall, in all cases where the net value of such real and personal 
 estates shall not exceed 500/., belong to his widow absolutely and 
 exclusively." 
 
 12. With respect to the property and funds of registered Property 
 societies, the following provisions shall have effect : an( i funds 
 
 (1) A society may (if its rules do not direct otherwise) hold, of societlcs - 
 
 purchase, or take on lease in its own name any land, 
 and may sell, exchange, mortgage, lease, or build 
 upon the same (with power to alter and pull down 
 buildings and again rebuild), and no purchaser, 
 assignee, mortgagee, or tenant shall be bound to 
 inquire as to the authority for any such sale, exchange, 
 mortgage, or lease by the society, and the receipt of 
 the society shall be a discharge for all moneys arising 
 from or in connection with such sale, exchange, mort- 
 gage, or lease. 
 
 (2) The rules may provide for the advancing of money by 
 
 the society to members on the security of real or 
 personal property. 
 
 (3) Where any society is entitled in equity to any heredita- 
 
 ments of copyhold or customary tenure, either abso- 
 lutely or by way of mortgage or security, the lord of 
 the manor of which the same are held shall from time 
 to time, if the society so require, admit such persons
 
 108 PROFIT-SHARING. 
 
 (not to exceed three) as such, society appoints, to be 
 trustees on its behalf, as tenants in respect of such 
 hereditaments, on payment of the usual fines, fees, 
 and other dues payable on the admission of a single 
 tenant, or may admit the society as tenant in respect 
 of the same on payment of such special fine or com- 
 pensation, in lieu of fine and fees, as may be agreed 
 upon between such lord and the society. 
 
 (4) A society may, if its rules so allow, invest any part of 
 
 its capital in the shares or on the security of any other 
 society registered under this Act or under the Building 
 Societies Acts, or of any company registered under the 
 Companies Acts or incorporated by Act of Parliament 
 or by charter ; provided that no such investment be 
 made in the shares of any society or company other 
 than one with limited liability, and a society so 
 investing may make such investment in its registered 
 name, and shall be deemed to be a person within the 
 meaning of the Companies Acts, 1862 and 1867, and 
 the Building Societies Act, 1874, and any investment 
 made before the passing of this Act which would have 
 been valid if this Act had been then in force is hereby 
 made valid and confirmed. 
 
 (5) Any other body corporate may, if its regulations 
 
 permit, hold shares by its corporate name in a society. 
 
 (6) In the rules or any schedule thereto may be set forth 
 
 the forms of conveyance, surrender, admittance, mort- 
 gage, transfer, agreement, bond or other instrument 
 necessary for carrying the purposes of the society into 
 effect. 
 
 (7) The profits of the society may be applied to any lawful 
 
 purpose. 
 
 ****** 
 
 Officers in 13. With respect to officers of registered societies having 
 receipt or receipt or charge of money, the following provisions shall 
 charge of have effect: 
 
 (1) Every officer, if the rules of the society require, shall, 
 before taking upon himself the execution of his office, 
 become bound, either with or without a surety as the 
 committee require, in a bond according to one of the 
 forms set forth in the third schedule to this Act, or 
 such other form as the committee of the society ap- 
 prove, or give the security of a guarantee society, in 
 such sum as the committee directs, conditioned for his 
 rendering a just and true account of all moneys re- 
 ceived and paid by him on account of the society at 
 such times as its rules appoint, or as the society or the 
 committee thereof require him to do, and for the pay- 
 ment by him of all sums due from him to the society.
 
 INDUSTRIAL SOCIETIES ACT 1876. 169 
 
 (2) Every officer, his executors or administrators, shall at 
 such times as by the rules of the society ho should 
 render account, or upon demand made, or notice in 
 writing given or left at his last or usual place of 
 residence, give in his account as may be required by 
 the society, or by the committee thereof, to be 
 examined and allowed or disallowed by them, and 
 shall, on the like demand or notice, pay over all 
 moneys and deliver all property for the time being in 
 his hands or custody to such person as the society or 
 the committee appoint ; and in case of any neglect or 
 refusal to deliver such account, or to pay over such 
 moneys or to deliver such property in manner afore- 
 said, the society may sue upon the bond or security 
 before mentioned, or may apply to the County Court 
 (which may proceed in a summary way), or to a Court 
 of summary jurisdiction, and the order of either such 
 Court shall be final and conclusive. 
 
 14. With respect to disputes concerning registered socie- Disputes, 
 ties, the following provisions shall have effect : 
 
 (1) Every dispute between a member or person claiming 
 
 through a member or under the rules of a registered 
 society, and the society or an officer thereof, shall bo 
 decided in manner directed by the rules of the society, 
 if they contain any such direction, and the decision so 
 made shall be binding and conclusive on all parties 
 without appeal, and shall not be removable into any 
 Court of law or restrainable by injunction, and appli- 
 cation for the enforcement thereof may be made to the 
 County Court. 
 
 (2) The parties to a dispute in a society may, by consent (un- 
 
 less the rules of such society expressly forbid it), refer 
 such dispute to the chief registrar, or to the assistant 
 registrar in Scotland or Ireland, who shall, with the 
 consent of the Treasury, either by himself or by any 
 other registrar, hear and determine such dispute, and 
 shall have power to order the expenses of determining 
 the same to be paid either out of the funds of the 
 society, or by such parties to the dispute as he shall 
 think fit, and such determination and order shall have 
 the same effect and be enforceable in like manner as a 
 decision made in the manner directed by the rules of 
 
 the society. 
 
 **#*#* 
 
 15. With respect to the inspection of the affairs of regis- 
 tered societies, the following provisions shall have effect : 
 
 (1) Upon the application of one-fifth of the whole number Special 
 
 powers of 
 K. I
 
 170 
 
 PROFIT-SHARING. 
 
 registrars 
 to be exer- 
 cised on 
 application 
 from mem- 
 bers. 
 
 of members of a registered society, or of one hundred 
 members in the case of a society of one thousand 
 members and not exceeding ten thousand, or of five 
 hundred members in the case of a society of more than 
 ten thousand members, the chief registrar, or, in the 
 case of societies registered and doing business exclu- 
 sively in Scotland or Ireland, the assistant registrar 
 for Scotland or Ireland respectively, but, with the con- 
 sent of the Treasury in every case, may 
 
 (a) Appoint one or more inspectors to examine into 
 the affairs of such society, and to report thereon, who 
 may require the production of all or any of the books 
 and documents of the society, and may examine on 
 oath its officers, members, agents, and servants in 
 relation to its business, and may administer such oath 
 accordingly ; 
 
 (b) Call a special meeting of the society in such 
 manner and at such time and place as the chief regis- 
 trar, or such assistant registrar, may direct, and may 
 direct -what matter shall IDC dismissed and determined 
 on at such meeting, which shall have all the powers of 
 a meeting called according to the rules of the society, 
 and shall in all cases have power to appoint its own 
 chairman, any rule of the society to the contrary not- 
 withstanding. 
 
 (2) The application herein mentioned shall be supported by 
 
 such evidence, for the purpose of showing that the 
 applicants have good reason for requiring such inspec- 
 tion to be made or meeting to be called, and that they 
 are not actuated by malicious motives in their applica- 
 tion, and such notice thereof shall be given to the 
 society, as the chief registrar shall direct. 
 
 (3) The chief registrar or such assistant registrar may, if 
 
 he think fit, require the applicants to give security 
 for the costs of the proposed inspection or meeting, 
 before appointing any inspector or calling such 
 meeting. 
 
 (4) All expenses of and incidental to any such inspection 
 
 or meeting shall be defrayed either by the members 
 applying for the same, or out of the funds of the 
 society, as the chief registrar or such assistant regis- 
 trar shall direct. 
 
 Special 16. With respect to special resolutions by registered socie- 
 
 resolutions ties, and to the proceedings which may be taken by virtue 
 
 and pro- thereof, the following provisions shall have effect : 
 ceedings 
 
 that may M) A special resolution is one which is passed by a 
 
 be taken 
 
 thereon.
 
 INDUSTRIAL SOCIETIES ACT 1876. 171 
 
 majority of not less than three-fourths of such mem- 
 bers of a society for the time being entitled under the 
 rules to vote, as may be present in person or by proxy 
 (where the rules allow proxies) at any general meeting 
 of which notice specifying the intention to propose 
 such resolution has been duly given according to the 
 rules, and which resolution is confirmed by a majority 
 of such members for the time being entitled under the 
 rules to vote as may be present, in person or by 
 proxy, at a subsequent general meeting of which 
 notice has been duly given, held not less than four- 
 teen days* nor more than one month from the day of 
 the meeting at which such resolution was first passed. 
 At any meeting mentioned in this section, a declara- 
 tion by the chairman that the resolution has been 
 carried shall be deemed conclusive evidence of the 
 fact. 
 
 (2) Asocietymay, by special resolution, with the approval in 
 
 writing of the chief registrar, or, in the case of societies 
 registered and doing business exclusively in Scotland 
 or Ireland, the assistant-registrar for Scotland or 
 Ireland respectively, change its name; but no such 
 change shall affect any right or obligation of the 
 society, or of any member thereof, and any pending 
 legal proceedings may be continued by or against the 
 society notwithstanding its new name. 
 
 (3) Any two or more societies may, by special resolution 
 
 of both or all such societies, become amalgamated 
 together as one society, with or without any dissolu- 
 tion or division of the funds of such societies or either 
 of them ; and any society may by special resolution 
 transfer its engagements to any other registered 
 society which may undertake to fulfil the engagements 
 of such society. 
 
 (4) A society may by special resolution determine to con- 
 
 vert itself into a company under the Companies Acts, 
 or to amalgamate with or transfer its engagements to 
 any such company. 
 
 (5) No amalgamation or transfer of engagements shall 
 
 prejudice any right of a creditor of either or any 
 society party thereto. 
 
 (6) A copy of every special resolution for any of the pur- 
 
 poses mentioned in this section, signed by the chair- 
 man of the meeting and countersigned by the 
 secretary, shall be sent to the central office and regis- 
 tered there, and until such copy is so registered, such 
 special resolution shall not take effect. 
 
 * This means clear days. 
 
 i 2
 
 172 
 
 PROFIT-SHARING. 
 
 (7) If a special resolution for converting a society into a 
 company contains the particulars by the Companies 
 Act, 1862, required to be contained in the memo- 
 randum, of association of a company, and a copy 
 thereof has been registered at the central office, a 
 copy of such resolution under the seal or stamp of the 
 central office shall have the same effect as a memo- 
 randum of association duly signed and attested under 
 the said Act. 
 
 Dissolution 
 of societies. 
 
 17. (1) A society may be dissolved 
 
 By an order to wind up the society, or a resolution for 
 the winding up thereof, made as is directed in regard 
 to companies by the Companies Act, 1862, the pro- 
 visions whereof shall apply to any such order or 
 resolution, except that the Court having jurisdic- 
 tion in the winding up shall be the County Court, 
 and that the term registrar shall for the purpose of 
 such winding up mean the central office in England, 
 or the assistant registrar in Scotland or Ireland, as 
 the case may be ; or, 
 
 By the consent of three-fourths of the members, 
 testified by their signatures to an instrument of 
 dissolution. 
 
 Public 21. The Treasury may from time to time appoint public 
 
 auditors, auditors for the purposes of this Act, and may determine 
 from time to time the rates of remuneration to be paid by 
 societies for the services of such auditors ; but the employ- 
 ment of such auditors is not compulsory on any society. 
 
 SCHEDULE II. 
 
 Matters to be provided for by the Rules of Societies registered 
 under this Act. 
 
 1. Object, name, and place of office of the society. 
 
 2. Terms of admission of the members, including any 
 society or company investing funds in the society under the 
 provisions of sub-section (4) or sub-section (5) of section 12. 
 
 3. Mode of holding meetings and right of voting, and of 
 making, altering, or rescinding rules. 
 
 4. The appointment and removal of a committee of manage-
 
 INDUSTRIAL SOCIETIES ACT 1876. 173 
 
 ment, by whatever name, of managers, or other officers, and 
 their respective powers and remuneration. 
 
 5. Determination of the amount of interest, not exceeding 
 two hundred pounds sterling, in the shares of the society 
 which any member other than a registered society may hold. 
 
 6. Determination whether the society may contract loans 
 or receive money on deposit, subject to the provisions of 
 sub-section (2) of section 10 of this Act, from members or 
 others ; and, if so, under what conditions, on what security, 
 and to what limits of amount. 
 
 7. Determination whether the shares or any number 
 thereof shall be transferable ; and if it be determined that 
 the shares or any number thereof shall be transferable, pro- 
 vision for the form of transfer and registration of the shares, 
 and for the consent of the committee thereto ; and if it be 
 determined that the shares or any of them shkll be with- 
 drawable, provision for paying the members the balance due 
 thereon on withdrawing from the society. 
 
 8. Provision for the audit of accounts. 
 
 9. Determination whether and how members may with- 
 draw from the society, and provision for the claims of 
 executors, administrators, or trustees of the property of 
 bankrupt members, and for the payment of nominees in the 
 case herein mentioned. 
 
 10. Mode of application of profits. 
 
 1 1 . Provisions for the custody, use, and device of the seal 
 of the society, which shall in all cases bear the registered 
 name of the society. 
 
 12. Determination whether, and by what authority, and 
 in what manner, any part of the capital may be invested.
 
 174 
 
 PROFIT-SHARING. 
 
 EULES FOR A SOCIETY UNDER THE 
 INDUSTRIAL AND PROVIDENT SO- 
 CIETIES ACT, 1876, ISSUED BY THE 
 REGISTRAR OF FRIENDLY SOCIETIES.! 
 
 1. The society shall be called " The* , Limited." 
 
 * State the name, which is not to be that of any existing 
 registered society. 
 
 Its registered office is in England, and is at No. , 
 
 Street, , in the county of . 
 
 2. In the event of any change in the situation of the regis- 
 tered office, notice of such change shall be sent within four- 
 teen days thereafter to the registrar in manner and form 
 provided by the Treasury Eegulations in that behalf. In- 
 dustrial and Provident Societies Act, 1876, s. 10 (l)(a). 
 
 3. The name of the society shall be kept painted and affixed 
 on the outside of every office or place in which the business of 
 the society is earned on, in a conspicuous position, in letters 
 easily legible, and shall be engraven in legible characters on 
 its seal, and shall be mentioned in legible characters in all 
 notices, advertisements, and other official publications of the 
 society, and in all bills of exchange, promissory notes, in- 
 dorsements, cheques, and orders for money and goods, pur- 
 porting to be signed by or on behalf of the society, and in all 
 bills of parcels, invoices, receipts, and letters of credit of tho 
 society. Industrial and Provident Societies Act, 1876, s. 10 
 
 4. No member, other than a registered society, shall hold 
 an interest exceeding * - in the shares of the society. 
 
 * The sum mentioned must not exceed 200Z. 
 
 5. It shall be the duty of the committee of management to 
 provide the secretary with a sufficient number of copies of 
 the rules, to enable him to deliver to any person on demand 
 a copy of such rules on payment of a sum not exceeding Is. 
 
 t These rules should be compared with the schedule, p. 172.
 
 RULES UNDER I. & P. S. Ad 1876. 175 
 
 4 
 
 [for non-members, and 6(7. for members], and of the secre- 
 tary to deliver such copies accordingly. Industrial and 
 Provident Societies Act, 1876, s. 9 (5). 
 
 * If no distinction is intended, the words in brackets may be 
 omitted. Any other figures not exceeding 1*. may be inserted. 
 
 6. The committee of management shall once at least in 
 every your submit the accounts of the society, together with 
 a general statement of the same and all necessary vouchers 
 up to the 31st December then last, for audit, either to one of 
 the public auditors appointed under the Industrial and Provi- 
 dent Societies Act, 1876, or to two or more persons appointed 
 as auditors by the members at the meeting next before each 
 yearly meeting of the society, and shall lay before every such 
 meeting a balance sheet (which either may or may not be 
 identical with the annual return, but must not be in contra- 
 diction to the same), showing the receipts and expenditure, 
 funds and effects of the society, together with a statement of 
 the affairs of the society since the last ordinary meeting, and 
 of their then condition. Such auditors shall have access to 
 all the books and accounts of the society, and shall examine 
 every balance sheet and annual return of the receipts and 
 expenditure, funds and effects of the society, and shall verify 
 the same with the accounts and vouchers relating thereto, 
 and shall either sign the same as found by them to be correct, 
 duly vouched, and in accordance with law, or shall specially 
 report to the meeting of the society, before which the same is 
 laid, in what respects they find it incorrect, unvouched, or 
 not in accordance with law. Industrial and Provident Socie- 
 ties Act, 1876, s. 10(l)(c). 
 
 7. The books and accounts of the society shall be open to 
 the inspection of any member or person having an interest 
 in the funds of the society, at all reasonable times, at the 
 registered office of the society, or at any place where the same 
 are kept, subject to such regulations as to the time and man- 
 ner of such inspection as may be made from time to time by 
 the general meetings, and it shall be the duty of the secretary 
 to produce them [except that no such member or person, 
 unless he be an officer of the society, or be specially authorized 
 by a resolution of the society to do so, shall have the right to 
 inspect the loan or deposit account of any other member 
 without the written consent of such member]. Industrial 
 and Provident Societies Act, 1876, 8. 10 (1) (e). 
 
 8. Every year before the 1st June, the committee of 
 management shall cause the secretary to send to the regis- 
 trar the annual return, in the form, prescribed by the Chief 
 Registrar of Friendly Societies, required by the Industrial 
 and Provident Societies Act, 1876, of the receipts and ex- 
 penditure, funds and effects of the society, and of the number
 
 176 PROFIT-SHARING. 
 
 of members of the same up to the 31st December then last 
 inclusively, as audited and laid before a general meeting, 
 showing separately the expenditure in respect of the several 
 objects of the society, together with a copy of the auditors' 
 report, if any. 
 
 9. Such return shall state whether the audit has been con- 
 ducted by a public auditor appointed under the Industrial 
 and Provident Societies Act, 1876, and by whom ; and if such 
 audit has been conducted by any persons other than a public 
 auditor, shall state the name, address, and calling or profes- 
 sion of each of such persons, and the manner in which, and 
 the authority under which, they were respectively appointed. 
 Industrial and Provident Societies Act, 1876, s. 10 (1) (d). 
 
 10. It shall be the duty of the committee of management 
 to provide the secretary with a sufficient number of copies of 
 the annual return for supplying, gratuitously, every member 
 or person interested in the funds of the society, on his appli- 
 cation, with a copy of the last annual return of the society for 
 the time being ; and it shall be the duty of the secretary to 
 supply such gratuitous copies on application accordingly. 
 Industrial and Provident Societies Act, 1876, s. 10 (1) (f). 
 
 11. It shall be the duty of the committee of management 
 to keep a copy of the last balance sheet of the society for the 
 time being, together with the report of the auditors, if any, 
 always hung up in a conspicuous place at the registered office 
 of the society. Industrial and Provident Societies Act, 1876, 
 s. 10(l)(g). 
 
 12. The secretary shall keep a book in which he shall 
 register or record all nominations made by members of the 
 society of any person or persons not being officers or servants 
 of the society, unless any such officer or servant is the hus- 
 band, wife, father, mother, child, brother, sister, nephew, or 
 niece of the nominator, to whom such nominator's shares (the 
 term shares including for the purposes of this rule loans and 
 deposits) shall be transferred at his decease, provided that 
 the amount credited to him in the books of the society does 
 not exceed 100/. 
 
 The secretary shall in like manner record or register 
 all revocations or variations of such nominations by the 
 nominator. 
 
 The nominator shall pay 3d. to the management fund for 
 the recording or registering of every such nomination, revo- 
 cation, or variation. 
 
 On receiving satisfactory proof of the death of a nominator, 
 the committee shall, at their option, either transfer the shares 
 in manner directed in such nomination, or pay to any person 
 entitled thereunder the full value of his interest, unless the
 
 RULES UNDER I. & P. S. ACT 1876. 177 
 
 shares to be transferred to any nominee would raise his in- 
 terest in the society to an amount exceeding 200/., in which, 
 case they shall pay him the full value of such shares, not 
 exceeding the sum aforesaid. An entry of such payment 
 shall be made in the proper book, and thereupon the shares 
 so paid for shall be extinguished. If any member entitled to 
 an interest in the society not exceeding 100/. dies intestate and 
 without having made any nomination which remains unre- 
 voked at his death, such interest shall be transferable or 
 payable, without letters of administration, to or among the 
 persons who appear to a majority of the committee, upon such 
 evidence as they may deem satisfuctoiy, to be entitled by law 
 to receive the same, subject to the provisions of the Provident 
 Nominations and Small Intestacies Act, 1883 (a). 
 
 If any member entitled to an interest in the society not ex- 
 ceeding 100/. dies leaving a will and without having made 
 any nomination which remains unrevoked at his death, or if 
 any member entitled to an interest in the society exceeding 
 100/. dies, such interest shall be transferable or payable only 
 to his executors or administrators, subject as aforesaid. 
 
 If any member becomes bankrupt, his interest in the 
 society shall be transferable or payable to the trustee of his 
 property. 
 
 13. It shall be the right of one-fifth of the total number 
 of members, or if the number of members shall at any time 
 amount to 1,000, and shall not exceed 10,000, it shall be the 
 right of 100 members, or if the number shall at any time 
 exceed 10,000, it shall be the right of 500 members, by an 
 application in writing to the Chief Registrar,* signed by them 
 in the forms respectively provided by the Treasury Regula- 
 tions in that behalf 
 
 (a.) To apply for the appointment of one or more inspectors 
 to examine into the affairs of the society and to re- 
 port thereon. Industrial and Provident Societies 
 Act, 1876, s. 15 (1) (a). 
 
 (b.) To apply for the calling of a special meeting of the 
 society. Industrial and Provident Societies Act, 
 1876, "s. 15 (l)(b). 
 
 * If the society is registered and does business exclusively in 
 Scotland or Ireland, instead of the words " chief registrar" insert 
 the words "assistant-registrar for Scotland," or "for Ireland," 
 as the case may be. 
 
 Either such application to be made upon such notice to 
 the society, and to be supported by such evidence for the 
 
 (a) See notes to 11 of the Act, p. 167 
 
 i5
 
 178 PROFIT-SHARING. 
 
 purpose of showing that the applicants have good reason for 
 requiring such inspection to be made, or meeting to be called, 
 and that they are not actuated by malicious motives in their 
 application, as the Chief Eegistrar shall direct. Industrial 
 and Provident Societies Act, 1876, s. 15 (2). 
 
 14. The society may at anytime be dissolved by the consent 
 of three-fourths of the members, testified by their signatures 
 to some instrument of dissolution in the form provided by 
 the Treasury Eegulations in that behalf. Industrial and 
 Provident Societies Act, 1876, s. 17 (1).
 
 179 
 
 APPENDIX. 
 
 COST OF EXTEA CLEEICAL WOEK. 
 
 SIXCE the preceding pages were in print, Mr. T.W. Bushill 
 Las obligingly furnished me with three additional forms, 
 which, with those given at pp. 51, 52, will, he says, put 
 any employer proposing to introduce profit-sharing into 
 his business in possession of all the special forms and 
 books that he will require. Mr. Bushill informs me 
 that his experience has shown that, in a business em- 
 ploying about 200 persons, the extra clerical work 
 necessitated by a profit-sharing scheme can all be done 
 by the cashier, and amounts in the aggregate to about 
 one week per annum. In the first year this would, 
 perhaps, be doubled. Mr. Bushill's system is that 
 described in the General Form (pp. 33 et seq.\ which 
 would require slightly more book-keeping than either 
 of the others, being a combination of both. 
 
 On the following pages will be found Form of Appli- 
 cation for Payment of Provident Fund ; Description of 
 a Provident Fund Account Book ; Description of a 
 Provident Fund Pass Book all as used by the firm of 
 Thomas Bushill & Sons, and suitable for the system 
 described in the General Form.
 
 180 APPENDIX. 
 
 PROVIDENT FUND APPLICATION FORM. 
 
 To Messrs. 
 
 / leg to apply for the payment of the Provident 
 Fund Nu. belonging to 
 
 Name 
 
 Address 
 
 Reason for applying 
 
 Signature 
 Address 
 
 Claim made as 
 
 Date , 18 . 
 
 (This receipt form not to be filled up until money is received.) 
 
 RECEIVED the sum of pounds 
 
 shillings pence in full and final discharge of 
 
 the Provident Fund above described. 
 
 -,18
 
 APPENDIX. 
 
 181 
 
 
 Saraado tpBa no 
 8X891" 99.11$ aoj gpiAoad o; SB os 'JSuiugdo 
 SSOJOB uo ^i.oi[Oj o 1 ) suumpo gjoui ^qStg; 
 
 [DESCRIPTION OF BOOK. 100 leaves in all. Size of page, 15 by 9| ; size of opening, 15 by 19J. First 20 openings 
 ruled ordinary date, rate, and double cash column (for yearly cash account). Next 80 openings ruled after style and 
 instructions given above (not printed). 
 For a firm with 200 employees, it may be reckoned that such a book will last at least 20 years. (Price, hand- 
 made paper, 17s. C^.)] 
 NOTE. The calculation of the various employees' cash bonuses (if any) will conveniently be entered in the firm's 
 wages book. 
 
 BALANCE. 
 Dec. 31, 1891. 
 
 e ' 
 
 
 
 ; 
 
 "WITHDRAWN. 
 1891. 
 
 us 
 
 
 
 . 
 
 Oi 
 
 .00 
 
 PQ ^ 
 
 p 
 
 ^ 
 
 
 
 
 
 INTEREST. 
 Dec. 31, 1891. 
 
 8 
 
 
 
 M 
 
 g &^ 
 
 
 
 
 
 
 
 NAME. 
 
 o 
 < O H 
 
 ' 
 H 
 
 ^H (N CO ^
 
 182 APPENDIX. 
 
 [Copy Outside of Cover of Pass Book.] 
 
 Pass Book No. 
 
 Name 
 
 Address* 
 
 EMPLOYEES' PROVIDENT FUND. 
 
 ESTABLISHED ix 18 BY 
 
 No payment on this account can be made until the 
 times specified in the Rules [or without the production 
 of Pass Book].f 
 
 If this Book be lost, a fine of 2/6 will have to be 
 paid before a new Book is furnished. Participants may, 
 if they please, place their Pass Books for safe custody in 
 the hands of the Firm's Cashier, who will give a voucher 
 for same to be returned on demand. 
 
 All other Pass Books must be handed to the Firm's 
 Cashier for making up on the pay-day before Christmas 
 Day. 
 
 NOTE. No claim to the Participant's Provident Fund 
 by any person, whether holding this Pass Book or 
 otherwise, will be recognized by the Firm, except 
 subject to their Rules. [A participant is not allowed 
 to borrow on the security of his provident fund.J] 
 
 [DESCRIPTION. Size, fcap. 8vo. (6| by 4) ; 16 pages in all. 
 First 6 pages giving the printed rules. Next 10 pages ruled 
 date, rate, and money column. Good paper. Durable cover. 
 (Cost of 250 2 : 16s. Orf.)] 
 
 * A footnote should be added stating that any change of address 
 must be at once notified to cashier. 
 
 t The words in brackets should be added if the rules require the 
 pass book to be produced. 
 
 J These words should be added if the rule suggested at p. 56, or 
 any modification thereof, is adopted.
 
 APPENDIX. 183 
 
 [Copy Inside of Cover of Pass Book.] 
 
 No. 
 
 Name 
 
 Born 
 
 Admitted to Participation Sept. I, IB 
 
 Payment due 
 
 If a female (under Rule 14), upon marriage. 
 After 25 years' service (under Rule 1 3) Dec. 31,1 8 
 After attaining age of 65 years . . Dec. 31, 18 
 Upon death (under Rule 15). 
 
 (Signature of firni)
 
 INDEX. 
 
 %* All references are to the pages ; those in brackets refer to the FOEMS; 
 the rest to the NOTES. 
 
 Abandonment of scheme, [47 48], [65], [79]. 
 
 Accident fund, rules of, [9799]. 
 
 agreement excluding compensation for, under Em- 
 ployers' Liability Act, [99]. 
 
 insurance against, Government scheme, 102 104, 106, 
 107. 
 
 Account books to be retained by firm, [67]. 
 
 profit-sharing, form of, [181]. 
 
 Accountant's certificate as to bonus, [36], [51], [79], [82]. 
 
 Accounts, employees not to meddle -with, [49 50], [79]. 
 right of members to inspect, [142]. 
 
 Agricultural society, rules for, [8183], [149161]. 
 Alteration of rules, [50], [65], [80], [146], [160]. 
 Annuities, Government, purchase of, 102 105. 
 Annuity fund, trust deed of, [108111]. 
 Assurances Generates de Paris, Cie d', 15, 18, [84 90]. 
 Audit of accounts, [36], [51], [67], [79]. 
 
 Bailiff, position and powers of, [81], [83]. 
 Billon et Isaac (Geneva), 15. 
 
 Bon Marche (Paris), 2, 13. 
 
 practises indeterminate method, 35. 
 
 Bond issued to employees by Tangyes, Limited, [63 64]. 
 %* References to the Forms are printed in brackets, thus [142],
 
 186 INDEX. 
 
 Bonus, its proportion to profits, 
 
 fixed beforehand (determinate), 1, [3336], [61], 
 
 [78], [82], [84]. 
 subsequently, 1, 2, [6668]. 
 
 See INDETERMINATE ; ACCOUNTANT. 
 addition to, by employer, 42. 
 division of, 10, 1618, [66]. 
 
 suggested basis of, 14. 
 
 between capital, management, and labour, 
 
 34, [70]. 
 classes of employees, 13, 14, [71 
 
 74]. 
 according to seniority, 12, [74 
 
 75]. 
 employees according to wages, [39 
 
 40], [67], [78], [82], [85]. 
 payment of, to participants, 12. 
 
 immediate, 16, [52], [67], [69], [76], [78], [82], 
 
 [119]. 
 
 partly deferred, 16, [4142]. 
 wholly deferred, 17, 18, [8485]. 
 investment of, 17, 1921, [4143], [78]. 
 applied to purchase of shares, 17, 43, [5356], [119], 
 of minors, withheld, 12, 42, [76]. 
 paid into savings bank, 42, [48]. 
 
 participation in, gratuitous, [33], [65], [80], [84], [89, 90]. 
 qualifications for, 12, [3637], [77]. 
 request for admission to, [52]. 
 benefit of, how forfeited, [37], [4344], 
 
 [68], [78], [82], [86]._ 
 
 Browett, Lindley, and Co., rule of, as to wage limit, [38]. 
 Bushill, Thos., and Sons, rules of, [33 52]. 
 
 Cash bonus. See BONUS, Immediate. 
 
 Cassell and Company, Limited, 11, 12, [100], [108111]. 
 
 Claims by employees to be in writing, [47]. 
 
 to share of provident fund, [180]. 
 
 Clarke, Nickolls, and Coombs, Limited, rules of, [77 80]. 
 Clerical work, cost of extra, 179. 
 Commission, status of persons receiving, [67]. 
 Committee of industrial society, [116], [133136].
 
 INDEX. 187 
 
 Company, profit-sharing clauses in memorandum, [59], [61]. 
 
 articles, [59 62]. 
 Consulting committee, [49]. 
 
 Creditors, protection of provident fund from. See PROVIDENT 
 FUND. 
 
 Delhasse, Ex parte, 23. 
 
 Determinate profit-sharing, 1, 2, [3336], [61], [78], [82], [84]. 
 Directors, right of shareholding employees to appoint, [54]. 
 Dispensary, contribution to, [92]. 
 
 authority to deduct from wages, [93]. 
 Duration of profit-sharing scheme, [39], [79]. 
 
 Employees, what, to be admitted to participate, 11. 
 
 percentage of profits to be assigned to, 15, [33 34], 
 
 [78]. 
 
 admission of, to hold shares, 27. 
 whether excluded from participation on leaving, 
 
 [37], [43], [55], [82], [86]. 
 
 not to interfere in management, 27, [49 50], [79]. 
 damage or embezzlement by, [44], [87]. 
 forfeiture of bonus by, [37], [4344], [68], [78]. 
 agreement by, not to enter another business, [88]. 
 
 penalty for breach of, [88]. 
 
 Employer, powers of, not to be limited by scheme, [67], [83], [89]. 
 to determine all questions, [49], [62], [65], 
 
 [69], [79], [90]. 
 limited under Industrial Societies Act, 1876, 
 
 [145], [160], [169]. 
 Employers' Liability Act, agreement excluding, [99]. 
 
 Fines for unpunctuality, [38 39], [68]. 
 
 Forfeiture of bonus by employee, [37], [4344], [68], [78]. 
 
 of provident fund, [82], [86]. 
 
 Fundamental rules under Industrial Societies Act, 112, 113, 
 [119], [146], [160]. 
 
 Godin, M., bonus, how ascertained by, 34. 
 Government annuities, purchase of, 102 105. 
 
 scheme of life insurance, 102 104, 106 107. 
 
 %* References to the Forms are printed in brackets, thus [142].
 
 188 INDEX. 
 
 Income tax, exemption from, under Industrial Societies Act, 
 
 112113, [166]. 
 Indeterminate profit-sharing, 1, 2, 34, 35, [67]. 
 
 rules, for, [6568]. 
 
 Industrial and Provident Societies Act, 1876, 
 notes on, 112113. 
 rules under, 
 
 William Thomson and Sons, Limited, [114 148], 
 special rules, [114 119]. 
 general rules, [120148]. 
 
 Ufton Hill Farming Association, Limited, [149 161]. 
 form issued by Eegistrar of Friendly Societies, [174 178]. 
 subject-matter of, 
 
 name, objects, and place of business, [114 115], [149], 
 
 [174]. 
 
 membership, [122123], [150151]. 
 capital, [115], [124127], [151], [174], [176]. 
 shares, [127130], [152153], [174]. 
 government and administration, [115 119], [130 141], 
 
 [153157], [174176]. 
 
 accounts and returns, [119], [141143], [157159]. 
 profits, [119], [143145], [159160]. 
 disputes and expulsion of members, [145 146], [160]. 
 alteration of rules, [119], [146], [160161]. 
 change of name, dissolution, &c., [146 147], [161]. 
 forms of instruments, [147148], [161]. 
 material sections of the Act, 
 
 societies which may be registered, 162. 
 limit of holding, 162. 
 registry of societies, 162. 
 rules and amendments, 163. 
 duties and obligations of societies, 163. 
 privileges of societies, 165. 
 property and funds of societies, 167. 
 officers in receipt of money, 168. 
 disputes, 169. 
 
 special powers of registrars, 170. 
 special resolutions and proceedings thereon, 170. 
 dissolution, 172. 
 public auditors, 172. 
 Industrial partnership, 2, 112 113.
 
 INDEX. 189 
 
 Inspection of books permitted, [83]. 
 
 forbidden, [4950], [79]. 
 Insurance, life, by monthly payments, [100 101]. 
 
 combined with subscription for shares, [54 55]. 
 Post-office regulations for, 102104, 106107. 
 against accident, by monthly payments, [100 101]. 
 by employees, [54 55]. 
 Interest on capital, what to be reserved by employer, 10. 
 
 provident fund, [48], [85]. 
 
 Interpretation of rules to rest with employer, [65], [79]. 
 clause, [5051], [68], [120121], [149]. 
 Intestacy Act, 1890 . . 47. 
 
 Investment of funds so as to be subject to scheme, [49], [90]. 
 provident fund, 17, 1921, [4243], [48]. 
 
 Laroche-Joubert et Cie, extract from, regulations of, 12, 13, 
 
 [6976]. 
 Leclaire's scheme, features in, 5, 11, 15, 28, 37. 
 
 view of profit-sharing, 7. 
 Life insurance by employees, [54 55]. 
 
 monthly payments, [100 101]. 
 Post-office regulations for, 102104, 106, 107. 
 Manager of industrial society, [117]. 
 Martin, Bobert, rule of, as to trade unions, [37]. 
 Mess room charges, [91]. 
 Militia, service with, not to be deemed cessation of employment, 
 
 [38]. 
 
 Morgan Crucible Co., treatment of bonus by, 42. 
 New England Granite "Works, rules of, [57 59]. 
 Notices, how given, [50]. 
 
 Participation. See BoxiJS ; PROFIT-SHAKING. 
 Partnership Act, 1890, extract from, 26, 27. 
 when implied, 22 27. 
 
 Ex parte Delhasse, 23. 
 when not implied, 24. 
 
 Shaw v. Gait, 24. 
 
 not to be created by sharing profits, [49], [79]. 
 en commandite, 27. 
 
 %* References to the Forms are printed in brackets, thus [142].
 
 190 INDEX. 
 
 Pass-book, form of, [182183]. 
 Pension fund, trust deed of, [108111]. 
 Piece-work, superiority of profit-sharing over, 3. 
 Piece-workers, wages of, how to be estimated, [40]. 
 
 Post-office regulations for life insurance, 102 104, 106 107. 
 
 purchase of annuities, 102 105. 
 Profits. See BONUS. 
 
 percentage of, to be assigned to employees, 15, [33 34], 
 
 [78]. 
 methods of dividing, 12, [33], [4142], [77]. 
 
 Profit-sharing, definitions of, 1, 2. 
 
 establishments in Great Britain, viii., ix. 
 
 elsewhere, 5 (n.). 
 
 number of, 5 (n.). 
 
 summary of, 6, 7. 
 
 cases of abandonment, 31. 
 advantages of, to employers, 3, 8, 18. 
 
 to employees, 3. 
 causes of failure of, 31. 
 when most successful, 8. 
 different methods of, 10. 
 
 See TABLE OP CONTENTS for list of forms, 
 methods of dividing profits. See BONUS. 
 by a company, 8, 9, [59 62]. 
 qualifications for, 12, [3638], [77]. 
 duration of scheme of, [39], [4748], [6566], 
 [79]. 
 
 Provident fund, purposes of, 1822, [46], [79], [85]. 
 importance of, 31 32. 
 how created, 
 
 by reserving part or whole of bonus, [41 
 
 43], [85]. 
 out of the shares of unqualified employees, 
 
 [78]. 
 
 by lapse, [4345], [87]. 
 investment of, 1921, [4243], [78]. 
 
 compulsory, on leaving, [88]. 
 interest on, [48].
 
 INDEX. 191 
 
 Provident fund, protection of 
 
 against losses of employer, 18 22, [49], 
 
 anticipation by employee, 29 30, 
 
 [56], [6566]. 
 withdrawal of, not permitted, [46]. 
 
 in exceptional cases, [46], [82 
 
 83], [8587]. 
 by female employee on marriage, 
 
 [47]. 
 
 in case of death, [47], [86]. 
 if scheme abandoned, [47 48], 
 
 [6566], [79]. 
 
 reduction of amount carried to, [85]. 
 Provident institutions for benefit of employees, [91 99]. 
 Provident sick society, rules of, [93 97]. 
 
 contribution to by employees, [94]. 
 deduction of from wages authorized, 
 
 [9697]. 
 
 Publication of profits avoided, 33 36. 
 Purchase of shares by employees, rules for, [53 55]. 
 
 combined with life insurance, [54]. 
 Qualification of participants, 12, [3638], [77]. 
 
 Bequest for admission to participation, [52]. 
 
 Eeserve, service in, not to be deemed cessation of employment, 
 
 [38]. 
 Keserve fund, employees', [40 41]. 
 
 advantage of, for paying premiums, [40]. 
 bonus from, [41]. 
 
 employer's, 10, 11, 35, n., [66], [78]. 
 Eeserved limit, [35]. 
 
 may be altered by employer, [35], 
 
 Eestraint on employee leaving, as to re-engagement, [88]. 
 
 penalty for breach of, [88], 
 anticipating his provident fund, 29, 30, 
 
 [56]. 
 
 Koux, Ph. et Cie, 12. 
 Eules, how to be altered, [50], [65], [80], [146], [160]. 
 
 fundamental, under Industrial Societies Act, 112, 113, 
 
 [119], [146], [160]. 
 interpretation of, to rest with employer, [65], [79]. 
 
 %* References to the Forms are printed in brackets, thus [142].
 
 192 INDEX. 
 
 Savings-bank, bonus paid into, 42. 
 
 provident fund invested in, [48]. 
 trust account permitted, 42. 
 
 Security for provident fund, 1821, 29, 30, [49], [56]. 
 
 Shares, purchase of, by employees, [53 55]. 
 right of employees to deal with, [53]. 
 failure to complete purchase of, [53]. 
 
 Sick fund, subscriptions by employees to, [92]. 
 Social institutions for benefit of employees, [91 99]. 
 Society. See INDTJSTKIAL SOCIETY. 
 
 South Metropolitan Gas Company, bonus how ascertained by, 34. 
 
 rule of, as to trade-unions, 37. 
 as to conditions of 
 
 participation, 39. 
 Strike clauses, [45], 57. 
 
 statistics in United States, 6. 
 
 Tangyes, Limited, bond issued to employees by, [63 64]. 
 
 social institutions of, [91 99]. 
 
 Tarling, Charles, scheme of share-purchase, [53 56]. 
 Thomson, William, and Sons, Limited, rules of, [114 148], 
 Trade-unions, employees whether allowed to belong to, [36 37]. 
 Trafalgar Farming Estate, rules of, [81 83]. 
 Trust deed of annuity or pension fund, [108 111]. 
 
 Ufton Hill Farming Association, rules of, 40, [149161]. 
 Unpunctuality, fines for, [3839], [68]. 
 
 Valuation of farm stock, [81]. 
 
 Votes of members of industrial society, [115 116], [154]. 
 
 Wages the basis of division of bonus, [67]. 
 
 with allowance for seniority, 12, [74 75]. 
 above certain amount to exclude from participation, [38]. 
 
 Withdrawal of provident fund. See PEOVIDENT FUND. 
 application for share, not permitted, [53]. 
 
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 Law Journal, Dec. 14, 1889. 
 
 Smith's Law of Contracts. Eighth Edition. By V. T. THOMPSON, 
 Esq., Barrister-at-Law. Demy 8vo. 1885. 11. Is. 
 
 CONVEYANCI NG. Dart. Fide " Vendors and Purchasers." 
 
 Greenwood's Manual of Conveyancing. A Manual of the 
 Practice of Conveyancing, showing the present Practice relating to 
 the daily routine of Conveyancing in Solicitors' Offices. To which 
 are added Concise Common Forms and Precedents in Conveyancing. 
 Eighth Edition. Edited byHAEEY GEEENWOOD, M.A., LL.D., Esq., 
 Barrister-at-Law. DemySvo. 1891. 16s. 
 
 " That this work has reached its eighth edition is sufficient evidence of the fact that 
 it is one of those books which no lawyer's bookshelf should be without. Recent Acta 
 have necessitated several changes which have been carried out, and cases are cited up 
 to date. The book is a complete guide to Conveyancing, and, though the author says 
 that it is intended for students and articled and other clerks, we can fearlessly assert 
 that those who would perhaps consider it an insult to be mistaken for students will 
 find in it very much that is useful. The Table of Precedents could not, we imagine, 
 be made more complete than it is. Where and how the author obtained his information 
 is a perfect puzzle to us, and no conceivable state of affairs seems to have been left 
 unprovided for." Law Gazette, -December 4, 1890. 
 
 " We should like to see it placed by his principal in the hands of every articled clerk. 
 One of the most useful practical works we have ever seen." Law Students' Journal. 
 
 Morris's Patents Conveyancing. Being a Collection of Precedents 
 in Conveyancing in relation to Letters Patent for Inventions. 
 Arranged as follows: Common Forms, Agreements, Assignments, 
 Mortgages, Special Clauses, Licences, Miscellaneous ; Statutes, Rules, 
 &c. With Dissertations and Copious Notes on the Law and Prac- 
 tice. By ROBERT MOEEIS, M.A., Barrister-at-Law. Royal 8vo. 
 1887. 11. 5s. 
 
 " Contains valuable dissertations, and useful notes on the subject with which it 
 
 deals We think it would be difficult to suggest a form which is not to be met 
 
 with or capable of being prepared from the book before us. To those whose business 
 lies in the direction of letters patent and inventions it will be found of great service. . . . 
 Mr. Morris' forms seem to us to be well selected, well arranged, and thoroughly prac- 
 tical." Law Times. 
 
 Palmer's Company Precedents. For use in relation to Companies 
 subject to the Companies Acts, 1862 to 1890. Arranged as 
 follows : Promoters, Prospectus, Agreements, Memoranda and 
 Articles of Association, Resolutions, Notices, Certificates, Private 
 Companies, Power of Attorney, Debentures and Debenture Stock, 
 Petitions, Writs, Pleadings, Judgments and Orders, Reconstruc- 
 tion, Amalgamation, Arrangements, Special Acts, Provisional 
 Orders, Wiiiding-up. With Copious Notes and an Appendix con- 
 taining the Acts and Rules. Fifth Edition. By FEANCIS BEAUFOBT 
 PALMEE, assisted by CHAELES MACNAGHTEN, Esqrs., Barristers-at- 
 Law. Royal 8vo. 1891. 11. 16s. 
 
 " No company lawyer can afford to be without it." Law Journal, April 25. Ib91. 
 " As regards company drafting as we remarked on a former occasion it is un- 
 rivalled." Law Times. 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 8 STEVENS AND SONS, LIMITED, 
 
 CONVEYANCING continued. 
 
 Prideaux's Precedents in Conveyancing With Dissertations on 
 its Law and Practice. Fourteenth Edition. By FBEDEEICK PBI- 
 DEATTX, late Professor of the Law of Real and Personal Property to 
 the Inns of Court, and JOHN WHITCOSIBE, Esqrs., Barristers-at-Law. 
 2 vols. Royal 8vo. 1889. Zl. 10s. 
 
 " The most useful work out on Conveyancing." Law Journal. 
 
 " This work is accurate, concise, clear, and comprehensive in scope, and we know of 
 no treatise upon conveyancing which is so generally useful to the practitioner." Law 
 Times. 
 
 Turner's Duties of Solicitor to Client as to Partnership Agree- 
 ments, Leases, Settlements, and Wills. By EDWABD F. 
 TUBNEE, Solicitor, Lecturer on Real Property and Conveyancing, 
 Author of " The Duties of Solicitor to Client as to Sales, Purchases, 
 and Mortgages of Land." (Published by permission of the Council 
 of the Incorporated Law Society.) Demy 8vo. 1884. 10s. 6d. 
 
 " The work has our full approval, and will, we think, he found a valuable addition 
 to the student's library." Law Students' Journal. 
 
 CONVICTIONS. Paley's Law and Practice of Summary Con- 
 victions under the Summary Jurisdiction Acts, 1848 and 
 T879; including Proceedings preliminary and subsequent to Con- 
 victions, and the responsibility of convicting Magistrates and their 
 Officers, with Forms. Sixth Edition. By W. H. MACNAMAEA, Esq., 
 Barrister-at-Law. Demy 8vo. 1879. II. 4*. 
 
 COPYRIGHT. Slater's Law relating to Copyright and Trade 
 Marks, treated more particularly with Reference to Infringe- 
 ment; forming a Digest of the more important English and Ameri- 
 can decisions, together with the Practice of the English Courts, &c. 
 By JOHN HEEBEET SLATER, Esq., Barrister-at-Law. 8vo. 1884. 18s. 
 
 CORONERS. Jervis on the Office and Duties of Coroners. 
 
 The Coroners Act, 1887. With Forms and Precedents. By R. E. 
 
 MELSHEIMEE, Esq., Barrister-at-Law. Being the Fifth Edition of 
 
 " Jervis on Coroners." Post 8vo. 1888. 10s. 6d. 
 
 " The present edition will hold the place of that occupipd by its predecessors, and 
 
 will continue to be the standard work on the subject." Law Times. 
 
 COSTS. Morgan and Wurtzburg's Treatise on the Law of Costs 
 in the Chancery Division. Second Edition. With Forms and 
 Precedents. By the Rt. Hon. GEOBGE OSBOBNE MOBGAN, Q.C., and 
 E. A. WTJBTZBTJEG, Esq., Barrister-at-Law. DemySvo. 1882. II. 10.?. 
 Summerhays and Toogood's Precedents of Bills of Costs in 
 the Chancery, Queen's Bench, Probate, Divorce and Ad- 
 miralty Divisions of the High Court of Justice; in Conveyancing ; 
 the Crown Office ; Bankruptcy ; Lunacy ; Arbitration under the 
 Lands Clauses Consolidation Act ; the Mayor's Court, London; the 
 County Courts ; the Privy Council ; and on Passing Residuary and 
 Succession Accounts ; with Scales of Allowances and Court Fees ; 
 Rules of Court relating to Costs ; Forms of Affidavits of Increase, 
 and of Objections to Taxation. By WM. FBANK STJMMEEHAYS, 
 and THOENTON TOOGOOD, Solicitors. Sixth Edition. By THOBNTOX 
 TOOGOOD, Solicitor. Royal 8vo. 1889. 11. 8s. 
 
 Summerhays and Toogood's Precedents of Bills of Costs in 
 the County Courts. Royal 8 vo. 1889. 5*. 
 
 Scott's Costs in the High Court of Justice and other Courts, 
 Fourth Edition. By JOHN SCOTT, of the Inner Temple, Esq., 
 Barrister-at-Law. Demy 8vo. 1880. II 6s. 
 
 Webster's Parliamentary Costs. Private Bills, Election Petitions, 
 Appeals, House of Lords. Fourth Edition. By C. CAVANAGH, Esq., 
 Barrister-at-Law. Post 8vo. 1881. 20*.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 9 
 
 COUNTY COUNCILS. Bazalgette and Humphreys, Chambers. 
 
 Vide "Local and Municipal Government." 
 
 COUNTY COURTS. Pitt-Lewis' County Court Practice. A 
 Complete Practice of the County Courts, including that in Admiralty 
 and Bankruptcy, embodying the County Courts Act, 1888, and other 
 existing Acts, Rules, Forms and Costs, with Full Alphabetical Index 
 to Official Forms, Additional Forms and General Index. Fourth 
 Edition. "With Supplementary Volume containing the NEW WIXDING- 
 TTP PEACTICE. By G. PITT-LEWIS, Esq., Q.C., M.P., Recorder of 
 Poole. 3 vols. DemySvo. 1890-91. 21. 10s. 
 
 %* The Supplement sold separately. Is. 6d. 
 
 "A complete practice of the County Courts." Law Journal, March 22, 1890. 
 " The present edition of this work fully maintains its reputation as the standard 
 County Court Practice." Solicitors' Journal, March 29, 1890. 
 
 Pitt-Lewis' County Courts Act, 1888. With Introduction, Tabular 
 Indices to consolidated Legislation, Notes, and an Index to the Act. 
 Second Edition. By GEOEGE PITT-LEWIS, Esq., Q.C., Author of "A 
 Complete Practice of the County Courts." Imperial 8vo. 1889. 5*. 
 %* The above, with THE COUNTY COUET RULES, 1889. Official 
 copy. Limp binding. 10s. &d. 
 
 Summerhays and Toogood. Fwfc "Costs." 
 
 COVEN ANTS. Hamilton's Law of Covenants. A Concise Treatise 
 
 on the Law of Covenants. By G. BALDWIN HAMILTON, of the Inner 
 
 Temple, Esq., Barrister-at-Law. Demy Svo. 1888. 7s. 6d. 
 
 " A handy volume written with clearness, intelligence, and accuracy, and will be 
 
 useful to the profession." Law Times. 
 
 CRIMINAL LAW. Archbold's Pleading and Evidence in Criminal 
 Cases. -With the Statutes, Precedents of Indictments, &c., and the 
 Evidence necessary to support them. Twentieth Edition. By 
 WILLIAM BEUCE, -Esq., Stipendiary Magistrate for the Borough of 
 Leeds. Royal 12mo. 1886. II. lls. 6rf. 
 
 Mews' Digest of Cases relating to Criminal Law from 1756 to 
 1883, inclusive. By JOHN MEWS, assisted by C. M. CHAPMAN, 
 HAEEY H. W. SPABHAM, and A. H. TODD, Barristers-at-Law. Royal 
 Svo. 1884. 11. If. 
 
 Phillips' Comparative Criminal Jurisprudence. Vol. I. Penal 
 Law. Vol. II. Criminal Procedure. By H. A. D. PHILLIPS, Bengal 
 Civil Service. 2 vols. Demy Svo. 18S9. 11. 4s. 
 
 Roscoe's Digest of the Law of Evidence in Criminal Cases. 
 Eleventh Edition. By HORACE Surra and GILBEET GEOEGE KEN- 
 NEDY, Esqrs., Metropolitan Magistrates. DemySvo. 1890. 11. lls. Gd. 
 " To the criminal lawyer it is his guide, philosopher and friend. What Roscoe says 
 most judges will accept without question. . . . Every addition has been made necessary 
 to make the digest efficient, accurate, and complete." Law Times. 
 
 Russell's Treatise on Crimes and Misdemeanors. -Fifth Edi- 
 tion. By SAMUEL PBENTICE, Esq., one of Her Majesty's Counsel, 
 3 vols. Royal Svo. 1877. ol. 15*. 6d. 
 
 " What better Digest of Criminal Law could we possibly hope for than ' Russell on 
 Crimes ' .'" Sir James Jfitzjames Stephen's Speech on Codification. 
 
 Shirley's Sketch of the Criminal Law. By W. S. SHIELEY, Esq., 
 
 Barrister-at-Law. Second Edition. By CHAELES STEPHEN HUNTEB, 
 
 Esq., Barrister-at-Law. Demy Svo. 1889. 7s. 6d. 
 
 As a primary introduction to Criminal Law, it will be found very acceptable to 
 
 students." Law Students' Journal. 
 
 Shirley. Vide "Leading Cases." Thring, Vide "Navy." 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 10 STEVENS AND SONS, LIMITED, 
 
 DECISIONS OF SIR GEORGE JESS EL Peter's Analysis and 
 Digest of the Decisions of Sir George Jessel ; with Notes, &c. 
 By APSLEY PETEE PETEE, Solicitor. Demy 8vo. 1883. 16*. 
 
 DIARY. Lawyer's Companion (The), Diary, and Law Directory 
 for 1891. For the use of the Legal Profession, Public Companies, 
 Justices, Merchants, Estate Agents, Auctioneers, &c., &c. Edited 
 by J. TETTSTEAM, LL.M., of Lincoln's Inn, Barrister-at-Law ; and 
 contains Tables of Costs in Conveyancing, &c. : Monthly Diary of 
 County, Local Government, and Parish Business ; Oaths in Supreme 
 Court; Summary of Legislation of 1890; Alphabetical Index to the 
 Practical Statutes ; a Copious Table of Stamp Duties : Legal Time, 
 Interest, Discount, Income, Wages and other Tables ; Probate, 
 Legacy and Succession Duties ; and a variety of matters of practical 
 utility : together with a complete List of the English Bar, and London 
 and Country Solicitors, with date of admission and appointments. 
 PUBLISHED ANNUALLY. Forty-fifth Issue. 1891. (Pub. about Nov. 1.) 
 Issued in the following forms, octavo size, strongly bound in cloth : 
 
 1. Two days on a page, plain . 5s.0d. 
 
 2. The above, INTEBLEAYKD for ATTENDANCES . . . .70 
 
 3. Two days on a page, ruled, with or without money columns . 5 6 
 
 4. The above, with money columns, INTEELEAVED for ATTENDANCES . 8 
 
 5. Whole page for each day, plain 76 
 
 6. The above, INTERLEAVED for ATTENDANCES . . . .96 
 
 7. Whole page for each day, ruled, with or without money columns 8 6 
 
 8. The above, INTEELEAVED for ATTENDANCES . . . 106 
 
 9. Three days on a page, ruled blue lines, without money columns . 5 
 
 The Diary contains memoranda of Legal Business throughout the Year. 
 " Contains all the information which could be looked for in such a work, and gives it 
 in a most convenient form and very completely." Solicitors' Journal. 
 
 " The ' Lawyer's Companion and Diary ' is a book that ought to be in the possession 
 of every lawyer, and of every man of business." 
 
 " The ' Lawyer's Companion ' is, indeed, what it is called, for it combines everything 
 required for reference in the lawyer's office." Law Times. 
 
 " The practitioner will find in these pages, not only all that he might reasonably 
 expect to find, but a great deal more." Law Journal, December 6, 1890. 
 
 "It should be in the hands of all members of both branches of the profession." 
 Law Gazette, November 27, 1890. 
 
 " The thousand and one things that one needs constantly to know and yet can never 
 remember, will be found handily arranged for immediate reference." Pump Court. 
 
 " This legal Whitaker is a noble work, and no lawyer has any right to want to know 
 anything except law, which it would not tell him." Saturday Review. 
 DICTIONARY. The Pocket Law Lexicon. Explaining Technical 
 Words, Phrases and Maxims of the English, Scotch and Roman Law, 
 to which is added a complete List of Law Reports, with their Abbre- 
 viations. Second Edition, Enlarged. By HENEY G. RAWSON, Esq., 
 Barrister-at-Law. Fcap. 8vo. 1884. 6s. 6d. 
 
 " A wonderful little legal Dictionary." Indermaur's Law Students' Journal. 
 " A very handy, complete, and useful little work." Saturday Review. 
 Wharion's Law Lexicon, Forming an Epitome of the Law of Eng- 
 land, and containing full Explanations of the Technical Terms and 
 Phrases thereof, both Ancient and Modern ; including the various 
 Legal Terms used in Commercial Business. Together with a Trans- 
 lation of the Latin Law Maxims and selected Titles from the Civil, 
 Scotch and Indian Law. Ninth Edition. By J. M. LELY, Esq., 
 Barrister-at-Law. Super-royal 8vo. (In preparation.) 
 
 " On almost every point both student and practitioner can gather information from 
 this invaluable book, which ought to be in every lawyer's office." Gibson's Law Notes. 
 " One of the first books which every articled" clerk and bar student should procure." 
 Law Students' Journal. 
 
 " As it now stands the Lexicon contains all it need contain, and to those who value 
 such a work it is made more valuable still." Law Times. 
 
 " Edited with industry, learning, and judgment." Saturday Review. 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 11 
 
 DIGESTS. Chittys Index to all the Reported Cases decided in the 
 several Courts of Equity in England, the Privy Council, and the 
 House of Lords, with a selection of Irish Cases, on or relating to the 
 Principles, Pleading, and Practice of Equity and Bankruptcy from 
 the earliest period. Fourth Edition. Wholly Revised, Re-classified, 
 and brought down to the End of 1883. By HESBY EDWABD HIBST, 
 Barrister-at-Law. Complete in 9 vols. Roy. 8vo. 1883-89. 121. 12*. 
 V The volumes .sold separately; Vols. I., II., III., V., VI., VII. and 
 VIII. Each, II. 11*. 6d. Vol. IV., 21. 2*. Vol. IX., Names of 
 Cases, 17. 1*. 
 
 " A work indispensable to every bookcase in Lincoln's Inn." Law Quarterly Review, 
 January, 1890. 
 
 " The practitioner can hardly afford to do -without such a -weapon as Mr. Hirst 
 supplies, because if he does not use it probably his opponent will." Law Journal. 
 
 " On the whole the -work is thoroughly -well done. The laborious care bestowed 
 upon the fourth edition of ' Chitty ' deserves all praise." Law Quarterly Review. 
 
 " "\Ve think that we owe it to Mr. Hirst to say that on each occasion when a volume 
 of his book comes before us we exert some diligence to try and find an omission in it, 
 and we apply tests which are generally successful with ordinary text-writers, but not so 
 with Mr. Hirst. At present we have not been able to find a flaw in his armour. We 
 conclude, therefore, that heis an unusually accurate and diligent compiler." Laic Times. 
 " Mr. Hirst has done his work with conspicuous ability and industry, and it is 
 almost unnecessary to add that the modern cases are digested with the perspicuity and 
 conciseness which have always been features of Chitty's Equity Index." Law Journal. 
 
 Dale and Lehmann's Digest of Cases, Overruled, Not Followed, 
 
 Disapproved, Approved, Distinguished, Commented on and 
 
 specially considered in the English Courts from the Year 
 
 1756 to1886 inclusive, arranged according to alphabetical order of 
 
 their subjects ; together with Extracts from the Judgments delivered 
 
 thereon, and a complete Index of the Cases, in which are included 
 
 all Cases reversed from the year 1856. By CHAS. War. MITCALFE DALE, 
 
 and RUDOLF CHAMBERS LEBQANN, assisted by CHAS. H. L. NEISH, and 
 
 HEBBZET H. CHHJ>, Barristers- at-Law. Royal 8vo. 1887. 21. 10*. 
 
 (Forms a Supplement to Chitty's Equity Index and Fisher's Common Law Dig.) 
 
 " One of the best works of reference to be found in any library." Law Times. 
 
 " The work has been carefully executed, and is likely to be of much service to the 
 
 practitioner." Solicitors' Journal. 
 
 " So far as we have tested the work, it seems very well done, and the mechanical 
 execution is excellent. As for the utility of such a book as this, it is too obvious to be 
 enlarged upon. One could wish that there had been a ' Dale & Lehmann' some years 
 sooner." Law Quarterly lieview. 
 
 " The book is divided into two parts, the first consisting of an alphabetical index of 
 the cases contained in the Digest presented in a tabular form, showing at a glance how, 
 where, and by what judges they have been considered. The second portion of the book 
 comprises the Digest itself, and bears marks of the great labour and research bestowed 
 upon it by the compilers." Law Journal. 
 
 Fisher's Digest of the Reported Decisions of the Courts of 
 
 Common Law, Bankruptcy, Probate, Admiralty, and Divorce, 
 
 together with a Selection from those of the Court of Chancery 
 
 and I rish Courts from 1756 to 1883 inclusive. Founded on Fisher's 
 
 Digest. By J. MEWS, assisted by C. M. CHAPMAN, H. H. W. SPABHAM, 
 
 and A. H. TODD, Barristers -at -Law. 7 vols. Roy. 8vo. 1884. 121.12s. 
 
 " To the common lawyer it is, in our opinion, the most useful work he can possess. 
 
 Law Times. 
 
 Mews' Consolidated Digest of all the Reports in all the Courts, 
 for the Years 1884-88 inclusive. By JOHN MEWS, Barrister-at- 
 Law. Royal Svo. 1889. II. Us. 6d. 
 " This work is an indispensable companion to the new edition of Chitty's Digest, 
 
 which ends with 1883, and also Fisher's Digest ending with the same year The 
 
 work appears to us to be exceedingly well done." Solicitors' Journal, Nov. 2, 1889. 
 
 The Annual Digest for 1889 and 1890. ByJonxMsrws. Each, 15*. 
 %* The above Works bring Fisher's Common Law and Chitty's Equity 
 Digests down to end of 1890. 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindings. 
 
 B2
 
 12 STEVENS AND SONS, LIMITED, 
 
 DISCOVERY. Hare's Treatise on the Discovery of Evidence. 
 Second Edition. By SHERLOCK HAEE, Barrister-at-Law. Post 8vo. 
 1877. 12*. 
 
 Sichel and Chance's Discovery. The Law relating to Interroga- 
 tories, Production, Inspection of Documents, and Discovery, as well 
 in the Superior as in the Inferior Courts, together with an Appendix 
 of the Acts, Forms and Orders. By WALTER S. SICHEL, and WILLIAM 
 CHANCE, Esqrs., Barristers-at-Law. Demy 8vo. 1883. 12s. 
 
 DISTRESS. Oldham and Foster on the Law of Distress. A 
 Treatise on the Law of Distress, with an Appendix of Forms, Table 
 of Statutes, &c. Second Edition. By ARTHUR OLDHAXI and A. LA 
 TROBE FOSTER, Esqrs., Barristers-at-Law. Demy 8vo. 1889. 18s. 
 "This is a useful book, because it embraces the -whole range of the remedy by dis- 
 tress, not merely distress for rent, but also for damage feasant, tithes, poor and highway 
 rates and taxes, and many other matters." Solicitors' Journal. 
 
 DISTRICT REGISTRIES. Archibald. Vide " Chamber Practice." 
 
 DIVORCE. Browne and Powles' Law and Practice in Divorce 
 
 and Matrimonial Causes. Fifth Edition. By L. D. POWLES, Esq., 
 
 Barrister-at-Law. Demy 8vo. 1889. II. 6s. 
 
 "The practitioner's standard -work on divorce practice." Law Quarterly Review. 
 
 " Mr. Powles' edition cites all the necessary information for bringing the book down 
 
 to date, supplies an excellent index, on which he has spent much pains, and maintains 
 
 the position which Browne's Divorce Treatise has held for many years." Law Journal. 
 
 Winter's Manual of the Law and Practice of Divorce. By 
 
 DUNCAN CLERK WINTER, Solicitor. (Reprinted from " The Jurist.") 
 
 Crown Svo. 1889. Net, Is. 6d. 
 
 DOGS. Lupton's Law relating to Dogs. By FREDERICK LUPTOX, 
 
 Solicitor. Royal 12mo. 1888. 5s. 
 
 " Within the pages of this work the reader will find every subject connected with the 
 
 law relating to dogs touched upon, and the information given appears to be both 
 
 exhaustive and correct." Law Times. 
 
 DOMICIL. Dicey's Le Statut Personnel anglais ou la Loi du 
 Domicile. Ouvrage traduit et complete d'apres les derniers arrets 
 des Cours de Justice de Londres, et par la comparaison avec le Code 
 Napoleon et les Diverses Legislations du Continent. Par EMILE 
 STOCQUART, Avocat a la Cour d'Appel de Bruxelles. 2 Tomes. 
 Demy STO. 1887-88. II. 4s. 
 
 EASEMENTS. Goddard's Treatise on the Law of Easements, 
 BY JOHN LEYBOURN GODDARD, Esq., Barrister-at-Law. Fourth 
 Edition. Demy Svo. 1891. II. Is. 
 
 " An indispensable part of the lawyer's library." Solicitors' Journal. 
 " The book is invaluable : where the cases are silent the author has taken pains to 
 ascertain what the law would be if brought into question." Law Journal. 
 
 "Nowhere has the subject been treated so exhaustively, and, we may add, so 
 scientifically, as by Mr. Goddard. We recommend it to the most careful study of the 
 law student, as well as to the library of the practitioner." Law Timfx. 
 
 Innes' Digest of the English Law of Easements. Third Edition. 
 By Mr. JUSTICE INNES, lately one of the Judges of Her Majesty's 
 High Court of Judicature, Madras. Royal 12mo. 1884. 6*. 
 
 ECCLESIASTICAL LAW. Phillimore's Ecclesiastical Law of the 
 Church of England. With Supplement. By the Right. Hon. Sir 
 ROBERT PHILLIMORE, D.C.L. 2 vols. Svo. 1873-76. (Published 
 at 3/. 7s. 6d.) Heduced to net, II. 10s. 
 
 ELECTION IN EQUITY. Serrell's Equitable Doctrine of 
 Election. By GEORGE SERRELL, M.A., LL.D., Esq., Barrister-at- 
 Law. Royal 12mo. 1891. 7s. 6d. 
 " The work is well executed, and mil be of service to all who desire to master the 
 doctrine of election." Law Journal. 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindingt.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 13 
 
 ELECTIONS. Loader's The Candidate's and Election Agent's 
 Guide; for Parliamentary and Municipal Elections, with an Ap- 
 pendix of Forms and Statutes. By JOHN LOADER, Esq., Barrister- 
 at-Law. Demy 12mo. 1885. 7*. Qd. 
 
 " The book is a thoroughly practical one." Solicitors' Journal. 
 
 Rogers on Elections. In two parts. 
 
 Part I. REGISTRATION, including the Practice in Registration Appeals ; 
 Parliamentary, Municipal, and Local Government ; with Appendices 
 of Statutes, Orders in Council, and Forms. Fifteenth Edition. By 
 MAURICE POWELL, of the Inner Temple, Esq., Barrister-at-Law. 
 Royal 12mo. 1890. if. 1. 
 
 " The practitioner will find within these covers everything which he can be expected 
 to know, well arranged and carefully stated." Law Times, July 12, 1890. 
 
 Part II. ELECTIONS AND PETITIONS. Parliamentary and Municipal, 
 with an Appendix of Statutes and Forms. Fifteenth Edition. In- 
 corporating all the Decisions of the Election Judges, with Statutes to 
 June, 1886, and a new and exhaustive Index. By JOHN CORRTB 
 CAETEE, and J. S. SANDARS, Esqrs., Barristers-at-Law. Royal 12mo. 
 1886. I/. 1*. 
 
 " A very satisfactory treatise on election law .... his chapters on election 
 expenses and illegal practices are well arranged, and tersely expressed. The com- 
 pleteness and general character of the book as regards the old law are too well known 
 to need description." Solicitors' Journal. 
 
 ELECTRIC LIGHTING. Bazalgette and Humphreys. Vide 
 
 " Local and Municipal Government." 
 
 Cunynghame's Treatise on the Law of Electric Lighting, with 
 the Acts of Parliament, and Rules and Orders of the Board of Trade, 
 a Model Provisional Order, and a set of Forms, to which is added a 
 Description of the Principal Apparatus used in Electric Lighting, 
 with Illustrations. By HENRY CUNYNGHAME, Barrister-at-Law. 
 Royal Svo. 1883. 12*. 6rf. 
 
 EMPLOYERS' LIABI LITY. Firth's Law relating to the Liability 
 of Employers for Injuries suffered by their Servants in the 
 course of their Employment. By T. "W. STAPLES FIETH, 
 Solicitor (The Sir Henry James Prize Essay). Demy Svo. 1890. 
 
 Net 2s. 6d. 
 
 EQUITY, and Vide CHANCERY. 
 Chitty's Index. Vide "Digests." 
 Mews' Digest. Vide "Digests." 
 Serrell. Vide "Election in Equity." 
 
 Seton's Forms of Decrees, Judgments, and Orders in the High 
 
 Court of Justice and Courts of Appeal, having especial reference 
 
 to the Chancery Division, with Practical Notes. Fourth Edition. 
 
 2 vols. in 3. Royal Svo. 18771879. Reduced to net 30s. 
 
 Shear-wood's Introduction to the Principles of Equity. By 
 
 JOSEPH A. SHEAEWOOD, Author of "A Concise Abridgment of Real 
 
 and Personal Property, " &c., Barrister-at-Law. 8vo. 1885. 6s. 
 
 Smith's Manual of Equity Jurisprudence. A Manual of Equity 
 
 Jurisprudence for Practitioners and Students, founded on the Works 
 
 of Story, Spence, and other writers, comprising the Fundamental 
 
 Principles and the points of Equity usually occurring in General 
 
 Practice. By JOSIAH W. SMITH, Q.C. Fourteenth Edition. By J. 
 
 TRTJSTRAJI, LL.M., Esq., Barrister-at-Law. 12mo. 1889. 12*. 6d. 
 
 " Still holds its own as the most popular first book of equity jurisprudence, and one 
 
 which every student must of necessity read." Law Jnurnal, September 21, 1889. 
 
 " It will be found as useful to the practitioner as to the student." Solicitors? Journal. 
 
 "A book that must very nearly be learnt by heart." The Jurist, September, 1889. 
 
 " "We still think that the student of Equity will do well to read the book of the late 
 
 Mr. Josiah Smith, especially now that a new edition has appeared." Law Xotex, 
 
 September, 1889. 
 
 %* All standard Law Works are kept in Stock, in law calf and other binding*.
 
 14 STEVENS AND SONS, LIMITED, 
 
 EQ U I TY continued. 
 
 Smith's Practical Exposition of the Principles of Equity, illus- 
 trated by the Leading Decisions thereon. For the use of Students 
 and Practitioners. Second Edition. By H. ARTHUR SMITH, M.A., 
 LL.B., Esq., Barrister-at-Law. Demy Svo. 1888. 21s. 
 
 " This excellent practical exposition of the principles of equity is a work one can 
 well recommend to students either for the bar or the examinations of the Incorporated 
 Law Society. It will also be found equally valuable to the busy practitioner. It con- 
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 ESTOPPEL. Everest and Strode's Law of Estoppel. By LANCELOT 
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 Demy Svo. 1884. ISs. 
 
 " A useful repository of the case law on the subject." Law Journal. 
 
 EXAMINATIpN GUIDES. Bedford's Digest of the Preliminary 
 Examination Questions in Latin Grammar, Arithmetic, French 
 Grammar, History and Geography, with the Answers. Second 
 Edition. Demy Svo. 1882. 18s. 
 
 Bedford's Student's Guide to the Ninth Edition of Stephen's 
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 ruptcy, Probate, Divorce, Admiralty, and Ecclesiastical Law and 
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 Digest of the Law necessary to be known for the Final Examination 
 
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 BATEJIAN NAPIER, LL.D., London, of the Inner Temple, Barrister- 
 
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 " As far as we have tested them we have found the questions very well framed, 
 
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 EXECUTIONS. Edwards' Law of Execution upon Judgments 
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 Deceased Persons. "With an Appendix of Statutes and Forms. By 
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 FACTORS ACTS. Boyd and Pearsons Factors Acts (1823 to 
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 GOLD COAST. Smith's Analytical Index to the Ordinances Re- 
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 HIGHWAYS. Baker's Law of Highways in England and Wales, 
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 INCOME TAX. Ellis' Guide to the Income Tax Acts. For the use 
 
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 INLAND REVENUE CASES. Highmore's Summary Proceed- 
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 INSURANCE. Arnould on the Law of Marine Insurance. Sixth 
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 INTERNATIONAL LAW. Kent's International Law. Kent's Com- 
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 " Wheaton stands too high for criticism, whilst Mr. Boyd's merits as an editor are 
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 Thring's Joint Stock Companies' Law. The Law and Practice of 
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 " The highest authority on the subject." The Times. 
 " The book has long taken its place among the authoritative expositions of the la\r 
 
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 JUDGES' CHAMBER PRACTICE.-Archibald. Vide "Chamber 
 
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 JUDICATURE ACTS. Wilson's Practice of the Supreme Court 
 of Judicature : containing the Acts. Orders, Rules, andRegulations 
 relating to the Supreme Court. With Practical Notes. Seventh 
 Edition. By CHARLES BURXEY, a Chief Clerk of the Hon. Mr. Justice 
 Chitty, Editor of ' ' Daniell's Chancery Forms ;" M. MUIR MACKENZIE, 
 and C. A. WHITE, Esqrs., Barristers-at-Law. Roy. Svo. 1888. II. 
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 LANDS CLAUSES ACTS. Jepson's Lands Clauses Consolida- 
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 MALICIOUS PROSECUTIONS. Stephen's Law relating to 
 
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 York Bar, Licencie en Droitde la Eaculte de Paris. Roy.Svo. 1885. 6*. 
 
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 vised. ByH. A. SMITH, Esq., Barrister-at-Law. Roy. 12mo. 1884. 6s. 
 MASTER AND SERVANT. Macdonell's Law of Master and 
 Servant. Part I. Common Law. Part II. Statute Law. By JOHN 
 MACDONEXL, M.A., Esq., Barrister-at-Law. DemySvo. 1883. II. 5s. 
 " A work which will be of real value to the practitioner." Law Times. 
 
 MAYOR'S COURT PRACTICE. Candy's Mayor's Court Prac- 
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 MERCANTILE LAW. Russell's Treatise on Mercantile Agency. 
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 Smith's Compendium of Mercantile Law. Tenth Edition. By 
 JOHN MACDOXELL, Esq., a Master of the Supreme Court of Judicature, 
 assisted by GEO. HUJCPHBEYS, Esq., Barrister-at-Law. 2 vols. 
 Royal Svo. 1890. 21. Is. 
 
 " Of the greatest value to the mercantile lawyer." Law Times, March 22, 1890. 
 
 " We have no hesitation in recommending the work before us to the profession and the 
 public as a reliable guide to the subjects included in it, and as constituting one of the 
 most scientific treatises extant on mercantile law." Solicitors' Journal, May 10, 1890. 
 
 Tudor's Selection of Leading Cases on Mercantile and Maritime 
 Law. With Notes. By O. D. TUDOE, Esq., Barrister- at -Law. 
 Third Edition. Royal Svo. 1884. 11. Is. 
 
 Wilson's Mercantile Handbook of the Liabilities of Merchant, 
 Shipowner, and Underwriter on Shipments by General Ves- 
 sels. By A. WILSON, Solicitor and Notary. Royal l'2mo. 1883. 6*. 
 
 Wood's Mercantile Agreements. The Interpretation of Mercantile 
 Agreements : A Summary of the Decisions as to the Meaning of 
 Words and Provisions in Written Agreements for the Sale of Goods, 
 Charter-Parties, Bills of Lading, and Marine Policies. With an 
 Appendix containing a List of Words and Expressions used in, or 
 in connection -with, Mercantile Agreements, and a List of Mercantile 
 Usages. By JOHN DENNISTOUST WOOD, Esq., Barrister-at-Law 
 Royal Svo. 1886. 18*. 
 
 "A book of great use in the interpretation of written mercantile agreements." 
 Law Journal. 
 
 MERCHANDISE MARKS ACT. Payn's Merchandise Marks 
 Act, 1887. With special reference to the Important Sections and 
 the Customs Regulations and Orders made thereunder, together 
 with the Conventions with Foreign States for Protection of Trade 
 Marks, and Orders in Council, &c. By HOWARD PAYN, Barrister-at- 
 Law, and of the Secretary's Department of the Board of Customs. 
 Royal 12mo. 1888. 3*. 6d. 
 
 " Mr. Payn's lucid introduction places the subject very clearly before the reader, and 
 
 his book must be a safe guide to all who are interested in the act." Law Times, Feb. 1888. 
 
 METRpPOLIS BUILDING ACTS. -Woolrych's Metropolitan 
 Building Acts, together with such clauses of the Metropolis 
 Management Acts as more particularly relate to the Building Acts, 
 with Notes and Forms. Third Edition. By W. H. MACNAMARA, 
 Esq., Barrister-at-Law. 12mo. 1882. 10s. 
 
 MINES. Rogers' Law relating to Mines, Minerals and Quarries 
 in Great Britain and Ireland, with a Summary of the Laws of 
 Foreign States, &c. Second Edition Enlarged. By His Honor 
 Judge ROGERS. Svo. 1876. 11. 11s. Qd. 
 
 MORTGAGE. Coote's Treatise on the Law of Mortgage. Fifth 
 
 Edition. Thoroughly revised. By WILLIAM WYLLYS MACKESON, 
 
 Esq., one of Her Majesty's Counsel, and H. ABTHTJB SJHTH, Esq., 
 
 Barrister-at-Law. 2 vols. Royal Svo. 1884. 31. 
 
 " A complete, terse and practical treatise for the modern lawyer." Solicitors' Journal. 
 
 MUNICIPAL CORPORATIONS. Bazalgette and Humphreys. 
 Vide " Local and Municipal Government." 
 
 Lely's Law of Municipal Corporations. Containing the Municipal 
 
 Corporation Act, 1882, and the Enactments incorporated therewith. 
 
 With Notes. By J. M. LELY, Esq., Barrister-at-Law. Demy Svo. 
 
 1S82. 15s. 
 
 %* All standard Law Workt are kept in Stock, in law calf and other bindings.
 
 22 STEVENS AND SONS, LIMITED, 
 
 NAVY. Thring's Criminal Law of the Navy, -with an Introductory 
 Chapter on the Early State and Discipline of the Navy, the Rules of 
 Evidence, and an Appendix comprising the Naval Discipline Act 
 and Practical Forms. Second Edition. By THEODOEE THEING, Esq., 
 Barrister-at-Law, and C. E. GIFFOBD, Assistant-Paymaster, Royal 
 Navy. 12mo. 1877. 12s. 6d. 
 
 NEGLIGENCE. Smith's Treatise on the Law of Negligence 
 Second Edition. By HOEACE SMITH, Esq., Barrister-at-Law, Editor 
 of "Addison on Contracts, and Torts," &c. 8vo. 1884. l'2s. 6d. 
 " Of great value both to the practitioner and student of law." Solicitors' Journal. 
 
 NISI PRIUS. Roscoe's Digest of the Law of Evidence on the 
 Trial of Actions at Nisi Pri us. Sixteenth Edition. By MATJEICE 
 POWELL, Esq., Barrister-at-Law. 2 vols. Demy Svo. 1891. 
 
 (Nearly ready.) 
 
 " Continues to be a vast and closely packed storehouse of information on practice at 
 Nisi Prius." Law Journal. 
 
 NONCONFORMISTS. Winslow's Law Relating to Protestant 
 Nonconformists and their Places of Worship; being a Legal 
 Handbook for Nonconformists. By REGINALD WINSLOW, Esq., 
 Barrister-at-Law. Post 8vo. 1886. 6s. 
 
 NOTARY. Brooke's Treatise on the Office and Practice of a 
 Notary of England. "With a full collection of Precedents. Fifth Ed. 
 By G. F. CHAMBEES, Esq., Barrister-at-Law. Demy Svo. 1890. II. Is. 
 
 OATHS. Stringer's Oaths and Affirmations in Great Britain and 
 Ireland; being a Collection of Statutes, Cases, and Forms, with 
 Notes and Practical Directions for the use of Commissioners for Oaths, 
 and of all Courts of Civil Procedure and Offices attached thereto. [In 
 succession to " Braithwaite's Oaths."] By FRANCIS A. STEINGEE, of 
 the Central Office, Supreme Court of Judicature, one of the Editors 
 of the " Annual Practice." Crown Svo. 1890. 3*. 6d. 
 
 " Indispensable to all commissioners." Solicitors' Journal, Jan. 11, 1890. 
 
 " A most excellent little handbook." Law Times, Feb. 1, 1890. 
 
 PARISH LAW. Steer's Parish Law; being a Digest of the Law 
 relating to the Civil and Ecclesiastical Government of Parishes and 
 the Relief of the Poor. Fifth Edition. By W. H. MACNAMAEA, 
 Esq., Barrister-at-Law. Demy Svo. 1887. 18s. 
 
 " An exceedingly useful compendium of Parish Law." Law Times. 
 
 " A very complete and excellent guide to Parish Law." Solicitors' Journal. 
 
 "Every subject that can be considered parochial is, we think, contained in this 
 volume, and the matter is brought down to date. It is a compendium which is really 
 compendious." Law Journal, Jan. 21, 1S88. 
 
 PARTNERSHIP. Pollock's Digest of the Law of Partnership; 
 
 incorporating the Partnership Act, 1890. Fifth Edition. By Sir 
 
 FEEDEEICK POLLOCK, Bart., Barrister-at-Law. Author of "Principles 
 
 of Contract," "The Law of Torts," &c. Demy Svo. 1890. 8s. 6d. 
 
 " "WTiat Sir Frederick Pollock has done he has done well, and we are confident this 
 
 book will be most popular as well as extremely useful." Law Times, Dec. 13, 1890. 
 
 T u r n e r. Vide ' ' Conveyancing. ' ' 
 
 PATENTS. Aston's (T.) Patents, Designs and Trade Marks Act, 
 1883, with Notes and Index to the Act, Rules and Forms. By 
 THEODOEE ASTOX, Q.C. Royal 12mo. 1884. 6s. 
 
 Edmunds' Patents, Designs and Trade Marks Acts, 1883 to 
 1888, Consolidated, with an Index. By LEWIS EDJTCTNDS, D.Sc., 
 LL.B., Barrister-at-Law. Imp. Svo. 1889. Net Is. 6d.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 23 
 
 PATENTS eontbu'.f'J. 
 
 Edmunds on Patents. The Law and Practice of Letters Patent for 
 Inventions ; with the Patents Acts and Rules annotated, and the 
 International Convention, a full collection of Statutes, Forms, and 
 Precedents, and an Outline of Foreign and Colonial Patent Laws, &c. 
 By LEWIS EDMUNDS, assisted by A. WOOD RENTON, Esqrs., Barris- 
 ters-at-Law. Royal 8vo. (992 pp.). 1890. 11. 12*. 
 
 " "We have nothing but commendation for the book. Conceived in a large and com- 
 prehensive spirit, it is well and thoroughly carried out. . . . The statement of the 
 existing law is accurate and clear. . . . The book is one to be recommended." 
 Solicitors' Journal, June 14, 1890. 
 
 " "We have no hesitation in saying that the book is a useful and exhaustive one, and 
 one which could not have been produced without much labour and considerable re- 
 search. It describes the law of letters patent and its history, including proceedings in 
 the Privy Council, international arrangements, and an abridgment of foreign laws on 
 the subject. It would be difficult to make it more complete, and it is printed on good 
 paper." inn- T'imts, June 21, 1S90. 
 
 " Taking the book as a whole, it is undoubtedly the most comprehensive book that 
 has yet been written upon the special branch of law, and, having examined it in some 
 detail, we can commend it as answering well to the many tests we have applied." 
 Law Journal, June 21, 1890. 
 
 Johnson's Patentees' Manual. A Treatise on the Law and 
 Practice of Patents for Inventions. With an Appendix of Statutes, 
 Rules, and Foreign and Colonial Patent Laws, International Con- 
 vention, and Protocol. Sixth Edition. By JAMES JOHNSON, Esq., 
 Barrister-at-Law ; and J. HENEY JOHNSON, Solicitor and Patent 
 Agent. Demy 8vo. 1890. 10*. 6d. 
 
 Morris's Patents Conveyancing. Being a Collection of Precedents 
 in Conveyancing in relation to Letters Patent for Inventions. 
 Arranged as follows : Common Forms, Agreements, Assignments, 
 Mortgages, Special Clauses, Licences, Miscellaneous; Statutes, Rules, 
 &c. With Dissertations and Copious Notes on the Law and Practice. 
 By RoBEBTMoBRis, Esq., Barrister-at-Law. Royal 8vo. 1887. II. 5s. 
 " Sir. Morris' forms seem to us to be well selected, well arranged, and thoroughly 
 practical." Law Times. 
 
 " The dissertations contain a large amount of valuable and accurate information. 
 The Index is satisfactory." Solicitors' Journal. 
 
 Munro's Patents, Designs and Trade Marks Act, 1883, with the 
 Rules and Instructions, together with Pleadings, Orders and Prece- 
 dents. By J. E. CEAWFOED MUNBO, Esq., Barrister-at-Law. 
 Royal 12mo. 1884. 10*. 6d. 
 
 Thompson's Handbook of Patent Law of all Countries. By 
 WM. P. THOMPSON, Head of the International Patent Office, Liver- 
 pool. Eighth Edition. 12mo. 1889. Net, 2s. 6d. 
 
 PERPETUITIES. Marsden's Rule against Perpetuities. A 
 Treatise on Remoteness in Limitation ; with a chapter on Accumu- 
 lation and the Thelluson Act. By REGINALD G-. MAESDEN, Esq., 
 Barrister-at Law. Demy 8vo. 1883. 16*. 
 
 PERSONAL PROPERTY. Shearwood's Concise Abridgment of 
 
 the Law of Personal Property ; showing analytically its Branches 
 
 and the Titles by which it is held. By J. A. SHEABWOOD, Esq., 
 
 Barrister-at-Law. 1882. 5*. 6d. 
 
 " "Will be acceptable to many students, as giving them, in fact, a ready-made note 
 
 book." InJermaur's Law Students' Journal. 
 Smith. Vide "Real Property." 
 
 PLEADING. Allen's Forms of Indorsements of Writs of Sum- 
 mons, Pleadings, and other Proceedings in the Queen's 
 Bench Division prior to Trial, pursuant to the Rules of the 
 Supreme Court, 1883; with Introduction, &c. By GEOBGE 
 BATJGH ALLEN, Esq., Special Pleader, and WILFEED B. ALLEN 
 Esq., Barrister-at-Law. Royal 12mo. 1883. 18*. 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 24 STEVENS AND SONS, LIMITED, 
 
 PLEADING continued. 
 
 Bullen and Leake's Precedents of Pleadings, with Notes and 
 Rules relating to Pleading. Fourth Edition. By THOMAS J. 
 BULLEN, Esq., Special Pleader, and CYELL DODD, Esq., Barrister-at- 
 Law. Part I. Statements of Claim. Royal 12mo. 1882. II 4s. 
 Part II. Statements of Defence. By THOMAS J. BULLEN and 
 C. W. CLIFFORD, Esqrs., Barristers-at-Law. Royal 12mo. 1888. 11. 4s. 
 " A very large number of precedents are collected together, and the notes are full 
 and clear." Law Times. 
 
 POISONS. Reports of Trials for Murder by Poisoning; by 
 Prussic Acid, Strychnia, Antimony, Arsenic and Aconitine; 
 including the trials of Tawell, W. Palmer, Dove, Madeline Smith, 
 Dr. Pritchard, Smethurst, and Dr. Lamson. "With Chemical 
 Introductions and Notes. By G. LATHAM BROWNE, Esq., Barrister - 
 at-Law, and C. G. STEWABT, Senior Assistant in the Laboratory of 
 St. Thomas's Hospital, &c. Demy 8vo. 1883. 12*. 6d. 
 
 POWERS. Farwel I on Powers. A Concise Treatise on Powers. By 
 GEOEGE FAEWELL, Esq., Barrister-at-Law. 8vo. 1874. II. Is. 
 
 PRINTERS, PUBLISHERS, &c. Powell's Laws specially affect- 
 ing Printers, Publishers and Newspaper Proprietors. By 
 AETHUE POWELL, Esq., Barrister-at-Law. Demy 8vo. 1889. 4s. 
 
 PROBATE. Browne's Probate Practice: A Treatise on the Prin- 
 ciples and Practice of the Court of Probate, in Contentious and Non- 
 Contentious Business. By L. D. POWLES, Barrister-at-Law. In- 
 cluding Practical Directions to Solicitors for Proceedings in the 
 Registry. ByT. "W". H. OAKLEY, of the Principal Registry, Somerset 
 House. 8vo. 1881. II. 10s. 
 
 PUBLIC HEALTH. Bazalgette and Humphreys. !'^ "Local 
 
 and Municipal Government." 
 
 Chambers' Digest of the Law relating to Public Health and 
 Local Government. With Notes of 1,260 leading Cases. The 
 Statutes in full. A Table of Offences and Punishments, and a 
 Copious Index. Eighth Edition (with Supplement corrected to 
 May 21, 1887). Imperial 8vo. 1881. 16*. 
 
 Or, the above with the Law relating to Highways and Bridges. II. 
 Smith's Public Health Acts Amendment Act, 1890. With Intro- 
 duction, Notes, and References to Cases ; also an Appendix, containing 
 all the Material Sections of the Public Health Act, 1875 ; The Public 
 Health (Rating of Orchards) Act, 1890 ; and The Infectious Diseases 
 (Prevention) Act, 1890 : and a Copious Index. By BOVILL SMITH, M. A., 
 of the Inner Temple and Western Circuit, Barrister-at-Law. Royal 
 12mo. 1891. 6s. 
 
 PUBLIC MEETINGS. Chambers' Handbook for Public Meet- 
 ings, including Hints as to the Summoning and Management of 
 them. Second Edition. By GEOE&E F. CHAMBEES, Esq., Barrister- 
 at-Law. Demy Svo. 1886. Net, Is. Sd. 
 
 QUARTER SESSIONS. Archbold. Fi<& " Criminal Law." 
 
 LeemingA, Cross's General and Quarter Sessions of the Peace. 
 Their Jurisdiction and Practice in other than Criminal matters. 
 Second Edition. By HOEATIO LLOYD, Esq., Judge of County Courts, 
 and H. F. THUHLOW, Esq., Barrister-at-Law. Svo. 1876. II. Is. 
 Pritchard's Quarter Sessions. The Jurisdiction, Practice and Pro- 
 cedure of the Quarter Sessions in Criminal, Civil, and Appellate 
 Matters. By THOS. SIEEELL PEITCHAED, Esq., Barrister-at-Law. 
 Svo. 1875. (Published at 21. 2s.) Reduced to net 12*. 
 
 *,* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 25 
 
 RAILWAYS. Browne and Theobald's Law of Railway Com- 
 panies. Being a Collection of the Acts and Orders relating to 
 Railway Companies in England and Ireland, with Notes of all the 
 Cases decided thereon, and Appendix of Bye- Laws and Standing 
 Orders of the House of Commons. Second Edition. By J. H. 
 BALFOTJE BEOWNE, Esq., one of Her Majesty's Counsel, and H. S. 
 THEOBALD, Esq., Barrister-at-Law. Royal 8vo. 1888. II. 15*. 
 " Contains m a very concise form the whole law of railways." The Times. 
 " The learned authors seem to have presented the profession and the public with the 
 most ample information to be found whether they want to know how to start a rail- 
 way, how to frame its bye-laws, how to work it, how to attack it for injury to person 
 or property, or how to wind it up." Law Times. 
 Macnamara. Vide "Carriers." 
 Street. Vide "Company Law." 
 
 RATES AND RATING. Castle's Practical Treatise on the Law 
 of Rating. Second Edition. By EDWAED JAMES CASTLE, Esq., 
 one of Her Majesty's Counsel. Demy Svo. 1886. 25*. 
 
 " A correct, exhaustive, clear and concise view of the law." Law Times. 
 Chambers' Law relating to Local Rates; with especial reference 
 to the Powers and Duties of Rate-levying Local Authorities, and 
 their Officers ; comprising the Statutes in full and a Digest of 718 
 Cases. Second Edition. By G. F. CHAMBERS, Esq., Barrister-at- 
 Law. Royal Svo. 1889. 10*. 6d. 
 
 " A complete repertory of the statutes and case law of the subject." Law Journal. 
 REAL ESTATE. Foster's Law of Joint Ownership and Partition 
 of Real Estate. By EDWAED JOHN FOSTEE, M.A., late of Lincoln's 
 Inn. Barrister-at-Law. Svo. 1878. 10*. 6d. 
 
 REAL PROPERTY. Greenwood's Real Property Statutes ; com- 
 prising those passed during the years 1874 1884, inclusive, 
 consolidated with the earlier statutes thereby amended. With 
 copious notes. Second Edition. By HAEEY GEEENWOOD, assisted by 
 LEES KXOWLES, Esqrs., Barristers-at-Law. Demy Svo. 1884. II. 5s. 
 " The second edition of this useful collection of statutes relating to real property will 
 be heartily welcomed by conveyancers and real property lawyers. In referring to it as 
 a collection of statutes, however, we do not fully describe it, because the method 
 adopted by the author of grouping together the provisions of the various Acts, which 
 are in par! mattrid, combined with the fullness and accuracy of the notes, entitles the 
 book to rank hiffh amongst treatises on the law of real property." Law Journal. 
 
 Leake's Elementary Digest of the Law of Property in Land. 
 Containing : Introduction. Part I. The Sources ot the Law. 
 Part II. Estates in Land. By STEPHEN MAETIN LEAZE, Barrister- 
 at-Law. Demy Svo. Svo. 1874. II. 2*. 
 Leake's Digest of the Law of Property in Land. Part III. The 
 Law of Lses and Profits of Land. By STEPHEN MAETIN LEAKE, 
 Barrister-at-Law, Author of "A Digest of the Law of Contracts." 
 Demy Svo. 1888. II. Is. 
 Shear-wood's Real Property. A Concise Abridgment of the Law of 
 Real Property and an Introduction to Conveyancing. Designed to 
 facilitate the subject for Students preparing for examination. By 
 JOSEPH A. SHEAEWOOD, Esq., Barrister-at-Law. Third Edition. 
 Demy Svo. 1885. 8*. 6d. 
 " We heartily recommend the work to student's for any examination on real property 
 and conveyancing, advising them to read it after a perusal of other works and shortly 
 before going in for the examination." Law Students Journal. 
 
 " A very useful little work, particularly to students just before their examination." 
 Gibson's Liw Xotes. 
 
 " One of the most obvious merits of the book is its good arrangement. The author 
 evidently understands ' the art of putting things.' All important points are so 
 printed as to readily catch the eye." Law Times. 
 
 Shelford's Real Property Statutes. Ninth Edition. By T. H. 
 CABSOJJ, Esq., Barrister-at-Law. (In preparation.) 
 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 26 STEVENS AND SONS, LIMITED, 
 
 REAL PROPERTY continued. 
 
 Smith's Real and Personal Property. A Compendium of the Law 
 of Real and Personal Property, primarily connected "with. Con- 
 veyancing. Designed as a second book for Students, and as a 
 digest of the most useful learning for practitioners. By JOSIAH W. 
 SMITH, B.C.L., Q.C. Sixth Edition. By the AUTHOE and J. TEUS- 
 TEAM, LL.M., Barrister-at-Law. 2 vols. Demy 8vo. 1884. 21. 2*. 
 " A book which he (the student) may read over and over again with profit and plea- 
 sure." Law Tinns. 
 
 " "Will be found of very great service to the practitioner." Solicitors' Journal. 
 " The book will be found very handy for reference purposes to practitioners, and 
 very useful to the industrious student as covering a great deal of ground." Law Notes. 
 " A reallv useful and valuable work on our system of Conveyancing. We think this 
 edition excellently done." Law Student's Journal. 
 REGIS! RATION. Rogers. Tide "Elections." 
 Coltman's Registration Cases. Vol. I. (18791885). Eoyal 8vo. 
 Calf. Ket, 21. 8s. 
 
 Fox's Registration Cases. Vol. I., Part I. (1886), net, 4s. Part II. 
 (1887), net, 6s. 6d. Part III. (1888), net, 4s. Part IV. (1889), 
 net, 4s. (In continuation of Coltman.) 
 
 RENTS. Harrison's Law Relating to Chief Rents and other 
 Rentcharges and Lands as affected thereby, with a chapter on 
 Restrictive Covenants and a selection of Precedents. By WILLIAM 
 HARBISON, Solicitor. Demy 12mo. 1884. 6s. 
 
 ROMAN LAW. Goodwin's XII. Tables. By FEEDEEICK GOODWIN, 
 LL.D. London. Royal 12mo. 1886. 3s. 6d. 
 
 Greene's Outlines of Roman Law. Consisting chiefly of an 
 Analysis and Summary of the Institutes. For the use of Students. 
 By T. WHITCOMBE GBEENE, Barrister-at-law. Fourth Edition. 
 Foolscap 8vo. 1884. 7*. 6d. 
 
 Ruegg's Student's "Auxilium"to the Institutes of Justinian. 
 Being a complete synopsis thereof in the form of Question and 
 Answer. By ALFEED HENEY RUEGG, Esq., Barrister-at-Law. Post 
 Svo. 1879. 5s. 
 
 SALES. Blackburn on Sales. A Treatise on the Effect of the Con- 
 tract of Sale on the Legal Rights of Property and Possession in 
 Goods, Wares, and Merchandise. By Lord BLACKBTJBN. Second 
 Edition. By J. C. GEAHAJI, Esq., Barrister-at-Law. Royal Svo. 
 1885. 11. Is. 
 
 " "We have no hesitation in saying that the work has been edited with remarkable 
 ability and success, and if we may hazard a speculation on the cause, we should say 
 that the editor has so diligently studied the excellent methods and work of his author 
 as to have made himself a highly competent workman in the same kind." Law 
 Quarterly Beview. 
 
 SALES OF LAND. Clerke and Humphry's Concise Treatise 
 
 on the Law relating to Sales of Land. By AUBREY ST. JOHN 
 
 CLEEKE, and HUGH M. HUMPHEY, Esqrs., Barristers-at-Law. Royal 
 
 Svo. 1885. 11. 5s. 
 
 Webster's Particulars and Conditions of Sale. The Law relating 
 
 to Particulars and Conditions of Sale on a Sale of Land. By Wai. 
 
 FEEDS. WEBSTEE, Esq., Barrister-at-Law. Royal Svo. 1889. 11. Is. 
 
 " Characterized by clearness of arrangement and careful and concise statement ; 
 
 and we think it will be found of much service to the practitioner." Solicitors' Jonr>,n!. 
 
 " A full account of case law, well arranged under convenient headings, together with 
 
 a few precedents. The book is fit to be of practical service to a practical man." Law 
 
 Quarter! >/ Beview. 
 
 " It forms an admirable digest, evidently prepared with great care, and selected and 
 arranged in a manner likely to be of great practical value. Its treatment has the air 
 of thoroughness, and, although it hardly claims originality, it may be credited with 
 utility." Law Journal. 
 
 " A complete and accurate representation of the law. Nothing is shirked or slurred 
 over." Law Times. 
 %* All standard Law Works are kept in Stock, in law calf and other bindings.
 
 119 & 120, CHANCERY LANE, LONDON, W.C. 27 
 
 SETTLED ESTATES STATUTES. Middleton's Settled Estates 
 Statutes, including the Settled Estates Act, 1877, Settled Land 
 Act, 1882, Improvement of Land Act, 1864, and the Settled 
 Estates Act Orders, 1878, with Introduction. Notes and Forms. 
 Third Edition. By JAMES W. MIDDLETON, Esq., Barrister-at-Law. 
 Royal 12mo. 1882. Is. 6d. 
 
 SHERIFF LAW. Churchill's Law of the Office and Duties of the 
 Sheriff, -with the Writs and Forms relating to the Office. Second 
 Edition. By CAMEBON CHUECHILL, Esq., Barrister-at-Law. Demy 
 8vo. 1882. II. 4*. 
 
 " A very complete treatise." Solicitors' Journal. 
 
 " tinder-sheriffs, and lawyers generally, -will find this a useful book." Law Mag. 
 
 SHIPPING. Boyd's Merchant Shipping Laws; being a Consolida- 
 tion of all the Merchant Shipping and Passenger Acts from 1854 to 
 1876, inclusive , with Notes of all the leading English and American 
 Cases, and an Appendix. By A. C. BOTD, LL.B., Esq., Barrister- 
 at-Law. Svo. 1876. II. os. 
 Foard's Treatise on the Law of Merchant Snipping and Freight. 
 By J. T. FOAED, Barrister-at-Law. Roy. Svo. 1880. Hf. cf. II. Is. 
 
 SLAN DER. Odgers. Vide " Libel and Slander." 
 
 SOLICITORS. Cordery's Law relating to Solicitors of the 
 Supreme Court of Judicature. With an Appendix of Statutes 
 and Rules, and Notes on Appointments open to Solicitors, and the 
 Right to Admission to the Colonies. Second Edition. By A. COBDEBY, 
 Esq., Barrister-at-Law. Demy Svo. 1888. 16*. 
 
 " The book is very clear, accurate, and practical, and -will be found of much value. 
 Without being bulk}-, it contains in a concise and intelligible form all the matters 
 usually occurring in a solicitor's practice." Solicitors' Journal, July 28, 1888. 
 
 " This is a very valuable work, and being the only one on the subject, the appearance 
 of its second edition will be welcomed by the profession." Law Journal, Jan. 21, 1888. 
 
 Turner. Vide "Conveyancing" and " Vendors and Purchasers." 
 
 Whiteway's Hints to Solicitors, Being a Treatise on the Law re- 
 lating to their Duties as Officers of the High Court of Justice ; with 
 Notes on the Recent Changes affecting the Profession. By A. R. 
 WHITEWAY, M.A., of the Equity Bar and Midland Circuit. Royal 
 12mo. 1883. 6*. 
 
 SPECIFIC PERFORMANCE. Fry's Treatise on the Specific 
 Performance of Contracts. By the Hon. Sir EDWABD FEY, a 
 Lord Justice of Appeal. Second Edition. By the Author and W. 
 DONALDSON RAWLINS, of Lincoln's Inn, Esq., Barrister-at-Law. 
 Royal Svo. 1881. If. 16*. 
 
 STAMP DUTY. Gosset's Practical Guide to Account Stamp 
 
 Duty, Customs, and Inland Revenue Act, 1881 (44 Viet. c. 12, 
 
 s. 38). By J. A. G-OSSET, of the Legacy and Succession Duty 
 
 Office. Post Svo. 1887. 5*. 
 
 "The author, by reason of his official position and the experience of six years' 
 
 working of this section of the Act of 1881 (which imposed an entirely new duty), has 
 
 been enabled to produce an exceptionally valuable guide." Law Times. 
 
 STATUTE LAW. Wilberforce on Statute Law. The Principles 
 which govern the Construction and Operation of Statutes. By E. 
 WILBEEFOECE, E.-<q., Barrister-at-Law. 1881. 18*. 
 
 * t * All standard Law Works are kept in Stock, in law calf and other bindings.
 
 28 STEVENS AND SONS, LIMITED, 
 
 STATUTES, and vide " Acts of Parliament." 
 
 Chitty's Collection of Statutes from Magna Charta to 1890. A 
 Collection of Statutes of Practical Utility, arranged in Alphabetical 
 and Chronological order, with Notes thereon. The Fourth Edition, 
 with Supplement. By J. M. LELY, Esq., Barrister-at-Law. In 
 8 vols. Royal 8vo. 1880-90. Published at 111. lls. 6d., 
 
 reduced to Net 101. 10s. 
 The following may still be had separately 
 
 6 vols. To end of the year 1880. Net 61. 6s. 
 
 50 & 51 Viet. 1887. " 10s. 6d. 
 
 51 & 52 Viet. 1888. 12s. 6d. 
 
 51 & 52 Viet. 1888. (Second Session.) Net 2s. 6d. 
 
 52 & 53 Viet. 1889. 10s. 
 
 53 & 54 Viet. 1890. 15*. 
 "It is needless to enlarge on the value of 'Chitty's Statutes ' to both the Bar and 
 
 to Solicitors, for it is attested by the experience of many years." The Times. 
 
 " A very satisfactory edition of a time-honoured and most valuable work, the trusty 
 guide of present, as of former, judges, jurists, and of all others connected with the 
 administration or practice of the law." Justice of the Peace. 
 
 " 'Chitty ' is pre-eminently a friend in need. Those who do not possess a complete 
 set of the Statutes turn to its chronological index when they wish to consult a 
 particular Act of Parliament. Those who wish to know what Acts are in force with 
 reference to a particular subject turn to that head in ' Chitty,' and at once find all the 
 material of which they are in quest. Moreover, they are, at the same time, referred 
 to the most important cases which throw light on the subject." Law Journal. 
 
 SUCCESSION. Potts' Principles of the Law of Succession to 
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