VALUABLE LAW WORKS PtIKLISHKD BT STEVENS AND SONS, 119, CHANCERY LANE, LONDON, W.C. JANUARY, 1886. I Wilson's Supxeme < Court and Furnis, ^ rolating to the Supr( BvM. MUIRMAUK RJiyal 12mo. 1886. Theobald's Laiv of "V Wills, 'riiird Fditic Law. lloyal 8vo. 1 Carver's I Marson i: Cox 140,14 7 Martin v. Scottish Savings Investment and Building Society .... 28 Martinson v. Clowes 43, G6 Matterson 7-. Elderfield 40, 42 Merchant Banking Company of London v. Merchants' Joint- Stock Bank 112 Middlesbrough Benefit Building Society, Be 3G Building Society, Ee 21, 42 Midland Counties Benefit Building Society, E,e No. 3 28 Moors V. Marriott 90 Morrison v. Glover 19, 55, 61, 72 Mosley v. Baker 39 Mosso V. Salt 44 Moye v. Sparrow 25 Miilkern v. Lord 45, 72, 74, 135 Mullock V. Jenkins 19, 55 Municipal Pei-manent Investment Building Society r. Kent .... 136 Murray t'. Scott H, 27, 87 Mutual Aid Permanent Benefit Building Society, He 23 National Permanent Benefit Building Society, Be, Ex parte Williamson 23, 28 Nollolh V. Simplified Building Society 37 North British Building Society, Trustees of the 29, 34, 30 Norwich and Norfolk Provident Permanent Benefit Building Society, He, Ex parte Rackham 34 O'Donnell, Ex parte 1 20 O'Donohoe's Estate, Ro 42 Orford, Ex parte 89 Osborne, Ex parte. Re Goldsmith 42 Oxford, Ex parte 89 Pare v. Clegg 86 Parker r. Butcher 20, 41 TABLE OF CASES. XI PAGE Payne, Ex parte 73 Peaso V. Jackson 146, 147 PhiUips, Re, Ex parte Bath 42, 44 Pilkington v. Baker 20 Planet Benefit Building and Investment Society, lie 28 Poppleton, Ex parte, Ee Thomas 12 Prentice v. London 73 Price V. Taylor 62, 64, 65 Priestly v. Hopwood 150 Professional, Commercial, and Industrial Permanent Benefit Building Society, Re 21, 2S Prosser v. Rice 146, 147 Provident Permanent Building Society v. Greenhill 38, 41 Queen's Benefit Building Society, Re 28 Rackham, Ex parte, Re Norwich and Norfolk Provident Per- manent Benefit Building Society 34 Ray, Ex parte 90 Reeves v. White 74 Reg. V. Bannatyne 50 V. Boynes 49 V. Davis 85 v. D'Eyncourt 10, 75 V. Newton 151 V. Oldham and United Parishes Insurance Society -CO V. Registrar of Friendly Societies (19 L. T. (O. S.) 182 .... 51 V. (L. R. 7 Q. B. 741) .... 112 v.Tidd Pratt 51 V. Trafford 73 Riddell, Ex parte 90 Robinson v. Trevor 146, 147 Rolleston v. Cope 27 Royal Liver Friendly Society, Re 80, 143 Sangster v. Cochrane 146, 147 Schweitzer v. May hew 41 Scottish Property Investment Company Building Society 29 Scottish Property Investment Company Building Society, Liqui- dators of the, V. Stewart 35, 3G Scottish Property Investment Company Building Society v. Boyd 133 Scott's Case, Re Giiardian, &c.. Building Society 27 Seagrave'r. Pope ........ ........ ..'..'.■.'. 38 Xll TAJiLE OF CASES, PAGE Seventh East Central Building Society, Ho 31 Shattock, Re 89 Shaw V. Bensou 11 V. Simmons 11 Siddall, Ee 12 Sinclair v. Mercantile Building Investment Society 1 1.5, 139 Sindcn v. Banks 7* Small V. Smith 22, o3 Smith's Case 43, 116- Smith V. Lloyd 73 F. Pilkington 39 Sparrow v. Farmer 40, 148, 149 Stamcrs v. Preston 47, 14G- Stamford Friendly Society, Ex parte 89' Thomas, Ec, Ex parte Poppleton 12 Thompson v. Planet Benefit Building Society 74 Tliom V. Croft 79- Tierney's Estate, Re 21 Timms v. Williams 73 Trott V. Hughes 74 Voisey, Ex parte 21 Walker v. Giles 47, Gl, 79^ V. The British Guarantee Association 63 AValton v. Edge 33, 36 Waterlow v. Sliarp 108 West London Bank r. Reliance Building Society 44 Whipham, Ex jKirte 89 Wigficld V. Potter 12 Williams v. Hayward 49, 79 Williamson, Ex parte, Re National Permanent Benefit Building Society 23, 28 Wilson's Case 25 Wormwell v. Hailstone 02 Wright V. Ueeley 73 V. Monarch Investment Building Society 136 Wythes, Ex parte 44 INTRODUCTION. A BUILDING society may be defined as an association what is a of persons subscribing to a common fund to be em- society" ployed in making advances on house property or land, the sums advanced being generally, though not necessarily, repayable by instalments. These advances are almost invariably confined to members of the society, but it is a common practice for per- sons to become members for the sole purpose of borrowing, the taking out of shares and recei"ving an advance being, in fact, simultaneous transactions. Such members as do not desire to obtain an advance, but merely pay their subscriptions and other con- tributions to the funds of the society, are called unadvanced or investing members ; and provision is generally made by the rules for enabling members to withdraw on certain specified terms. In the preamble to the Building Societies Act of 1836, 6 & 7 Will. 4, c. 32, these societies are said to have been established in different parts of the king- dom, principally amongst the industrious classes, for the purpose of raising, by small periodical sub- scriptions, a fund to assist the members thereof in obtaining a small freehold or leasehold property. And in the Building Societies Act, 1874, 37 & 38 Vict. c. 42, s. 13, they are described as societies for W. n -« INTRODUCTION. the purpose of raising, by the subscriptions of the members, a stock or fund for making advances to members, out of the funds of the society, upon freehold, copyhold, or leasehold estate by way of mortgage. Building Buildiufj; societies are of two kinds ; (1) Termina- societies _ ° .... :ue of two ting ; (2) Permanent. A terminating society is a iiiinating socicty which by its rules is to terminate at a fixed manent" date, or when a result specified in its rules is at- Termina- tained. The earlier societies were all of this class, ties'. the permanent society being an invention of a later date. The scheme of a terminating society is some- what as follows. The society is constituted by several persons, each subscribing for a certain num- ber of shares. Upon each of these shares a fixed subscription is made payable so long as the society lasts, the object being to continue the society until the subscriptions, with the interest that has arisen from their investment, shall have produced such an amount per share as may have been fixed by the rules. As soon as the society has sufiicient funds in hand, advances are made to such members as may desire them, in anticipation of the shares which would be payable to them on the termination of the subscriptions ; the sum advanced being the amount of the member's share or shares, less a discount, and the member who receives the advance executing a mortgage of real or leasehold estate to the society, for securing the due payment by him of his sub- scriptions and other contributions to the funds of the society. The Bowkctt and Starr-Bowkett so- cieties are both varieties of this class. Permanent A permanent society, on the other hand, is a societies. •*• '' ' INTRODUCTION. 3 society wliic]! lias not by its rules any fixed date or specified result at whicli it shall terminate. Societies of this kind, which are undoubtedly the best and most equitable, may therefore continue their opera- tions for an indefinite period. They are constituted by the agreement of several persons to take shares of a certain fixed value, on which payment has to be made, either in a lump sum or by instalments, until the full amount of the share has been paid up ; and the sums so paid carry interest. Advances are made to members from time to time, as the funds will permit, on the security of land or house property, the money advanced being usually made repayable by equal instalments, composed of principal and in- terest and spread over a fixed period. In his judgment in Fleming v. Self (1854), 3 De Nature a. M. & G. 997; 24 L. J. Ch. 29; 1 Jur. N. S. atlonToT 25 ; 3 W. E. 89 ; 24 L. T. (0. S.) 101 ; 3 Eq. Eep. ^oSf ^ 14; 18 J. P. 772, Lord Cranworth, L. C, thus describes the nature and operations of a building society. His lordship's remarks were addressed to the case of a terminating society, but they apply in great measure to permanent societies as well, and exhibit in a very clear light the different positions of ad- vanced members, unadvanced or investing members, and withdrawing members. The question in the suit was as to the terms upon which an advanced member was entitled to redeem. His lordship said : — " Building societies exist under the provisions of the Act 6 & 7 Will. 4, e. 32, sects. 1, 3, 4, 5 ; the principle is this, members subscribe monthly sums which are accumulated till the fimd is sufficient to give a stipulated sum to each member, and then the b2 INTRODrCTION. whole is divided amongst them : in the society now in question the sum to be raised for each member is 100/. If this were all it would be a very simple transaction, mere accumulation, and the only ques- tion would be how to invest the sums subscribed to the greatest advantage. But this is not all ; one main object is to enable members to obtain their 100/. by anticipation on their allowing a large dis- count. For this purpose, when a sufficient fund is in the hands of the treasurer, the members who desire to get their shares in advance bid, by a sort of auction, the sum which they are ready to allow as discount, and the highest bidder obtains the advance. Thus if at the end of a year a sum of 500/. is in the hands of the treasurer arising from the monthly subscriptions, and the holder of ten shares is willing to allow a discount of fifty per cent., (no one offering more,) the 500/. is or may be advanced to him, being 50/. in satisfaction of each of his ten shares. For this accommodation he is bound to pay monthly, till a fund is raised sufficient to give 100/. per share to all the other members, not only the original monthly subscription, but also a further monthly sum called redemption money. The statute provides that the shares shall not in any society exceed 150/. each : in this society the shares are fixed by the rules, as I have already stated, at 100/. each. The amount of the monthly subscriptions and redemption money is fixed by the rules of each society ; here the monthly subscription on each share is Ss. Qui., the monthly redemption money 3s. QxL ; so that the monthly pay- ment by each member who has not received his share in advance is Ss. 6d., by those who have been ad- INTRODUCTION'. vanced it is 12s. If after such an advance as I have supposed no further advance were made, the natural course of the society would be that the members, other than the holder of the ten shares, would con- tinue their monthly subscriptions, and the owner of the ten shares would continue his monthly subscrip- tions and redemption money, tdl the fund thus raised should be sufficient to pay 100/. per share to every member other than the holder of the ten satis- fied shares. Thus if there were one hundred shares, and at the end of the first year there was 500/. in hand, the condition of each shareholder before any advance made would be, that he would be bound to pay 8-s. M. per month, say 5/. per annum, till by means of these payments and the 500/. in hand the requisite amount, that is, 10,000/., being 100/. for each 100/. share, should have been raised by accumu- lation. After the advance, the condition of every shareholder, other than the holder of the ten ad- vanced shares, is, that he is to contribute his monthly payments till they, together with the monthly pay- ments and redemption money contributed by the holder of the advanced shares, are sufficient to realize, not 10,000/. but 9,000/., that is, 100/. for each share other than the ten shares of the advanced member, whose shares will have been already satisfied by the 500/. He loses his interest in the 500/. advanced to the holder of the ten shares, but, on the other hand, the sum to be raised is only 9,000/. instead of 10,000/., and the monthly contribution is increased by the amount of the redemption money paid by the member who has received his ten shares in advance. Further advances are made from time to time as INTRODUCTION. funds are accumulated, and as members are inclined to give high discount in order to obtain payment of their shares by anticipation. The gain to the society arises mainly from the high rate of discount which members in want of money are ready to give; in truth, the whole scheme is but an elaborate contri- vance for enabling persons having sums for which they have no immediate want to lend them to others at a very high rate of interest. In order to secure the due payment of the monthly subscriptions and redemption money by the members who have received their shares in advance, they are obliged to give satisfactory real security to the trustees of the society, and the statute protects such mortgages from the operation of the laws which, until last session, were in force against usury. " Besides this advance to a member of his share, deducting discount, the rules provide also for the case of a member desiring to withdraw from the society altogether. By the sixteenth rule any member may withdraw on certain terms there laid down, the prin- ciple being that he is to pay a small sum by way of fine or penalty if he withdraws at an early date after the formation of the society ; but if he withdi-aws after having been a member, and so having paid his subscriptions, for several years, then on withdrawing he is to receive back the full amount of his subscrip- tions, and also, if the directors think fit, a further sum to be from time to time fixed by them by way of bonus out of what are called the profits of the society. This is provided for by the sixteenth rule, which is thus It is obvious that this is an arrangement which may, if the calculations be properly made, be INTRODT'CTIOX. carried into effect without injury to the society. When a memher withdraws, the society thenceforth loses the benefit of his monthly subscriptions, but then they are relieved from the obligation of making up the 100/. to which he would eventually become entitled. If the member on withdrawing merely took back the amount of his subscriptions, the society would obviously benefit to the extent of the interest made by means of those subscriptions previously to the withdrawal. It is obvious that out of the interest so realized an allowance may be made to the with- drawing member, stiU leaving to the society some benefit from his past contributions. The sums sub- scribed by a member who withdraws have contributed to make up the fund out of which the shares of those members who have been advanced, that is, have taken a smaller sum at once, allowing a large dis- count in lieu of the full sum of 100/. at a distant day, have been made good. They have, therefore, enabled the society to obtain a larger monthly payment, that is, 12.S. instead of 8s. 6f/. on each share, and to reduce on favourable terms the number of shares to be even- tually provided for; this is in truth substantially an investment at a high rate of interest, and the benefits thereby accruing may not inaptly be desig- nated, together with the interest on ordinary invest- ments, by the name of profit. "What is the precise amount of benefit, which from these different causes may have resulted to the society from the subscrip- tions of each member, must be a problem very difii- cult to solve, not perhaps admitting of any absolutely accurate solution ; but it may be possible to arrive at it in a rough way, so at least as to enable the directors IKTRODUCTION. to fix from time to time a sum which may, without detriment to the interests of the society, be paid to any member desirous of withdrawing beyond the amount of the principal sums subscribed by him ; and the sixteenth rule enables the directors to fix on such a sum, it being not, I think, inaccurately described as a bonus out of the profits of the society. The interests of members, as well those taking their shares by anticipation as those quitting the society, are thus tolerably well provided for. " But another case was contemplated, namely, that of members who, having received their shares by an- ticipation, might be desirous of relieving themselves from the burden of continuing the payment of their monthly subscriptions and redemption money. From the very nature of these societies it is impossible to know with certainty liow long it may be necessary to continue the monthly payments : they must be made until the sum necessary to give to every im- advanced member the full amount of his share, that is, in this society, 100/., has been accumulated : the time required for this purpose will be more or less, according to the amount of benefit which the society may derive from the discount given on advances of shares and from the interest made by investments, in other words, as the profits realized have been large or small. Reasoning a priori, the fair course would seem to be, that the society should ascertain as nearly as may be the period of time during which the monthly payments would have to be continued, and then should allow any advanced member to relieve himself from the obligation of continuing his monthly payments on paying down at once a sum equivalent INTRODUCTION. to their present value. Thus, if the monthly pay- ment is 12s., and it is ascertained that these pay- ments must probably continue to he made for ten years, it would seem to be a reasonable arrangement that the advanced member, who is liable to pay 12s. per month for ten years, should be freed from his liability on paying down at once a sum which an actuary should say is equivalent in present money to such continued prospective payment. This, however, is not the principle on which the power of redemp- tion is given in this society : the provision on this subject is to be found in the fourteenth rule, it is as follows It is impossible to read this rule without being strongly impressed with the belief that those who framed it had not duly considered how it would operate. When an unadvaneed mem- ber withdraws from the society, it is reasonable, and not necessarily inconsistent with the interest of its remaining members, that he should receive back, not only the principal sums which he has contributed, but also by way of bonus a portion of the benefits which those sums have gained for the society. Up to the time of his withdrawing he has received nothing : when he withdraws he loses all right to the share, that is the 100/., to which, if he had not with- drawn, he would, like every continuing member, have been eventually entitled, and is content to take in lieu of it the amount of what for a series of years he has been paying, together with a portion of what has been, as it were, accumulating in respect of those payments towards the eventual realization of his 100/. share. This is the position in which a with- drawing member stands at the time of his with- b5 10 INTRODUCTION. Status of Luildiiig societies. Unincor- porated societies. drawal, but the condition of an advanced member redeeming, which is in truth witlidrawing, is very different ; he is not a member who has up to the time of his redeeming received nothing ; in fact, he has received that wliieh ho was content to take, sup- posing redemption to be out of the question, as an equivalent for the whole of his share. The rule, therefore, which gives to him on redeeming his obligation the same sum under the name of profits as is given to the non-advanced member on with- drawing, appears to be hardly reasonable ; still, the question to be decided is, not whether the provision is fair and just, but what is the meaning of the rule : if the meaning is clear, it is the duty of the Com-t, if possible, to give it effect." See also the observations of Sir George Jessol, M. E/., in Ec Guardian Per- manent Benefit Bui /ding Society, cited infra, p. 15. With respect to what may be called their legal statu-'^ or position, building societies, so far as they are regulated by the Building Societies Acts, are divided into two classes — (1) Unincorporated ; (2) Incorporated. (1) The first class consists of societies which were formed under, and continue to be still governed by, the Act of 1836, G & 7 Will. 4, c. 32, and the Acts incorporated therewith. This Act was repealed by the Building Societies Act, 1874, 37 & 38 Vict. c. 42, which came into operation on November 2nd, 1874, and no new society can therefore be esta- blished under it ; but this repeal does not affect any then existing society certified under the fonner Act until it has obtained a certificate of incorporation under the later Act, which many societies have not seen fit INTRODUCTION. 11 to do, preferring rather to continue under tlie old law. The Act of 187-i provides, however, that with regard to such subsisting societies as may not obtain certificates of incorporation under it, all things re- quired to be done by or sent to the barrister or advocate and the clerk of the peace, under the provisions of the repealed Act, shall be done by or sent to the Registrar of Friendly Societies. (2) The second class consists of societies regulated incorpor- by the Building Societies Act, 1874, and the Acts societies. amending the same. These are either (a) societies established since November 2nd, 1874, the date on which the Act came into operation, or (b) societies established previously thereto, under the Act of 1836, but which have obtained a certificate of incor- poration under the Act of 1874. There is a third class of building societies, which Um-egis- should perhaps be mentioned, consisting of such as societies. have not taken the precaution of registering under any of the Acts relating to building societies, and are therefore subject only to the general law. There appears to be no objection at common law to the formation of an ordinary building society ; see Murray v. Scott, 9 App. Cas. p. 546, ^^er Lord Blackburn. But such a society, if consisting of more than twenty members, would, it is conceived, be rendered illegal by sect. 4 of the Companies Act, 1862, unless registered under that Act, as being an association having for its object the acquisition of gain ; see Shaic v. Benson, 11 Q,. B. D. 563 ; 52 L. J. Q. B. 575 ; 49 L. T. 651 ; Jennings v. Ham- mond, 9 Q. B. D. 225 ; 51 L. J. Q. B. 493 ; 31 W. R. 40 ; Shaw v. Simmons, 12 Q. B. D. 117; 53 12 INTRODUCTION. L. J. Q. B. 29; 32 W. E. 292; Re T/iomas, Ex parte Poppleton, 14 Q. B. D. 379 ; 54 L. J. Q. B. 336 ; 33 W. E. 583 ; 51 L. T. 602. A freehold land society, however, is not within the mischief of this section ; see Re SiddaU, 29 Ch. D. 1 ; 54 L. J. Ch. 62 ; 33 W. E. 509 ; 52 L. T. 114; Cvoidher v. Thorley, 32 W. E. 330; 50 L. T. 43 ; reversing S. C. below, 31 W. E. 564 ; 48 L. T. 644 ; Wicjfield v. Potter, 45 L. T. 612. 13 THE BUILDING SOCIETIES ACTS. THE BUILDING- SOCIETIES ACT, 1836. 6 & 7 Will. 4, c. 32. All Act for the Regulation of Benefit BuUdinrj Societies. [Ilth July, 1836.] Whereas certain societies commonly called building societies have been established in different parts of the kingdom, principally amongst the industrious* * Sic classes, for the purpose of raising by small periodical subscriptions a fund to assist the members thereof in obtaining a small freehold or leasehold property, and it is expedient to aif ord encouragement and protection to such societies and the property obtained therewith : Be it therefore enacted by the king's most excellent majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present parliament assembled, and by the authority of tbe same. That it shall and may be lawful for Societies any number of persons in Great Britain and Ireland Sblished''" to form themselves into and establish societies for the ^^^ *J^*^ purchase purpose of raising, by the monthly or other subscrip- or erectiou tions of the several members of such societies, shares houses, not exceeding the value of one hundred and fifty pounds for each share, such subscriptions not to ex- ceed in the whole twenty shillings per month for 14 The Building Societies Act, 1836. Sect. 1. eacli share, a stock or fund for the purpose of en- abling each member thereof to receive out of the funds of such society the amount or value of his or her share or shares therein, to erect or purchase one or more dwelling house or dwelling houses, or other real or leasehold estate to be secured by way of mort- gage to such society until the amount or value of his or her shares shall have been fully repaid to such society with the interest thereon, and all fines or other payments incurred in respect thereof, and to and for the several members of each society from time to time to assemble together, and to make, ordain, and constitute such proper and wholesome rules and regulations for the government and guid- ance of the same as to the major part of the members of such society so assembled together shall seem meet, so as such rules shall not be repugnant to the express provisions of this Act and to the general laws of the realm, and to impose and inflict such reasonable fines, penalties, and forfeitures upon the several members of any such society A\'ho shall offend against any such rules, as the members may think fit, to be respectively paid to such uses for the benefit of such society as such societ}^ by such rules shall direct, and also from time to time to alter and amend such rules as occasion shall require, or annul or repeal the same, and to make new rules in lieu thereof, under such restrictions as are in this Act contained ; pro- vided that no member shall receive or be entitled to receive from the funds of such society any interest or di^ddend, by way of annual or other periodical profit upon any shares in such society, until the amount or value of his or her share shall have been realized, ex- 6 & 7 Will. 4, c. 32. ' 15 cept on the •witlidi^awal of sucli memlDer, according to Sect. l. the rules of such society then in force. This Act, whicli is remarkably ill-drawn — indeed, this What so- first section is not English, and is barely intelligible — was ^g^^'f ^^ , repealed by s. 7 of the Building Societies Act, 1874, ^^os^, the Act. p. 97 ; but the repeal does not affect any society in exist- ence at the date of the repeal, and certified under the repealed Act until it has obtained a certificate of incorpora- tion under the Act of 1874, excejit that the things required to be done bj^ or sent to the barrister or advocate and clerk of the peace must be done by or sent to the registrar of friendly societies. Sections 10, 35, 36 and 39 of the later Act also affect societies established under the old law, although they have not been incorporated ; and it must be remembered that owing to an error which crept into s. 8 of the Act of 1874 all societies whose rules had been certified under the Act of 1836 were from Xov. 2nd, 1874, to April 22nd, 1875, deemed to be societies under the Act of 1874, although they had not obtained a certificate of incorporation; see the Building Societies Act, 1874, s. 8, and note thereto, post, p. 98 ; and the Building Societies Act, 1875, s. 1, j'^ost, p. 155. No society, of course, can be established under the Act of 1836 since Nov. 2nd, 1874. In his judgment in Re Guardian Permanent Benefit Build- Scope and ing Society, 23 Ch. D. 440; 52 L. J. Ch. 857; 32 W. E. 73; °Jf|*^ft°* 48 L. T. 134, Sir G. Jessel, M. E., made the following obser- vations on the nature of building societies and the general scope and object of the Act of 1836. The decision in the case was ultimately reversed by the House of Lords in Agnew V. Murray, cited below, but the value of this part of the judgment is not thereby impaired. His lordship said : — " The first point to be observed is that, whatever the effect of the Act of Will. 4 may be, it applies to societies ali-eady in existence, and it professes to deal with those societies. It is familiar to all who are interested in the subject that at the time of the Act these societies consisted of two classes of members — investing members and borrowing members, sometimes called advanced and unadyanced. The scheme 10 The Building Societies Act, 1836. Sect. 1. of those societies was this : there were certain persons who had saved or were saving money and were desirous of in- vesting it at a higher rate of interest than the usury laws enabled them to obtain at the time ; and other persons who were desirous of either building or buying houses for their own habitation. Those two classes of persons came together; the people who had saved money or were saving money paid it into the society, and it was lent to persons who were desirous of building or buj'ing houses on the security of the houses, and on terms which compelled the borrowers to pay a larger sum by way of interest than five per cent, per annum. That this was the substance of those societies must have been known to the legislature. The societies were divided into two classes, those which were called terminable, and which came to an end at the expiration of a fixed period, sometimes of ten years and sometimes of fifteen, and the other class, called permanent societies, which came to an end when the shares were all paid up.* In both cases, at the termination of the society, the profits were realized and the surjilus assets were divided amongst the members who had paid up their shares. They got back their money with an addition in the shape of interest, which, though alwaj-s expected to be more than five per cent., was sometimes a - good deal less. Therefore, the investing members got back their money and interest, and the advanced members got their houses on payment off of the mortgages which were given to secure the sums payable on their shares. Under those circumstances the 6 & 7 Will. 4, c. 32, for the regula- tion of building societies was passed, and it recited that cer- tain societies, commonly called building societies, had been established in different parts of the kingdom, princijjally amongst the industrial classes, for the purpose of raising by small periodical subscriptions money to assist some of the members in obtaining small freehold or leasehold properties. That was onlj' one of the objects of the societies. It must have been well known to the legislature that the other object * Both these classes would now be considered terminating societies. 6 & 7 Will. 4, c. 32. 17 was that the investing members should get a high rate of sect. 1. interest for their money, and that it was known is obvious from another section. It was the object to assist, therefore, some of the members to obtain freehold or leasehold property and some a high rate of interest. Then the Act enacted that it might be lawful for those two classes to form themselves into societies for the purpose of raising by monthly or other subscriptions of the members of such societies shares not exceeding the value of 150/. each, and such subscriptions were not to exceed 20s. a month for each share. These words obviously refer to such subscriptions as were to be paid monthly, and do not prohibit other contributions. Such sub- scriptions were to form a stock or fund for the pui-jDose of enabling each member of the society to receive out of the funds of the society the amount or value of their shares therein, and to erect dwelling-hoixses, or purchase real or leasehold estate to be secured by way of mortgage to the society until the amount of their shares should have been fully repaid to the society, together with interest thereon. There is no provision here as to investing members. It looks as if everybody was to get an advance, and that the framers of the Act were forgetting that the people who made the advance must be somewhere. " Then the Act goes on, ' And to and for the several mem- bers of each society from time to time to assemble together, and to make, ordain, and constitute such proper and whole- some rules and regulations for the government and guidance of the same as to the major part of the members of such society so assembled together shall seem meet, so as such rules shall not be repugnant to the express provisions of this Act, and to the general laws of the realm.' Whether those rules were intended to be merely bye-laws to be made after the society was constituted or not does not appear to me to make any difference, because the legislature must have known that the society could not start without rules, and therefore, if you restrict those words to the subsequent rules or laws, there is no provision as to the original rides, and it appears to me that this is the true meaning of the clause — that the rules spoken of are not the original constitution of 18 The Building Societies Act, 1836. Sect. 1. the society, but subsequent ' as to tlio major part of the members of such society so assembled together shall seem meet;' but they must bo members to make the rules. It seems to mo to point to a period subsequent to the starting of the societj', and that there is really in this very Act of Parliament no restriction, and no direction as to the original rules which govern the constitution of the society. But, however, whichever view you take, the only limitation as to the rules is this : that they shall not be repugnant to the law of the realm, or to the express provisions of this Act. "Then the 2nd section of the Act clearly shows mo this, that the legislature clearly had the investing member in view, for it provided that it might be lawful for any such society to receive from any member thereof any sums of money by way of bonus on any shares, for the privilege of receiving the same in advance prior to the same being realized, and also any interest for the shares so received, without being subject or liable on account thereof to any of the forfeitures or penalties imposed by any of the Usury Acts ; or, in other words, the society was entitled to take from the borrowing members a larger rate of interest than the usury laws allowed. Those words can have no possible meaning imless they contemplated a body of lending mem- bers. *' By lending members, I do not mean lending in the actual sense of a loan proceeding from the members, but that class which I have described as investing members. Then the 7th section extended the benefit of the Act to all societies then existing which got their rules certified." See also as to the scope and objects of the Act, the judgment of Lord Blackbiirn in Arjneiu y. Murray, 9 Apj). Cas. ol9; 53 L. J. Ch. 745 ; 33 W. E. 173 ; 51 L. T. 402. Distinction Building societies must not be confounded with freehold huilcUn"' ^^^^^ societies. " A freehold land society buys land with tho societies funds contributed by the members of the society, and then iiW ] *^1 ^^■^i'ics it amongst them ; but a building society advances to societies, its borrowing members money derived from the subscriptions, and which tho borrowing members themselves lay out in the purchase of lands or buildings, and then mortgage them to 6 & 7 Will. 4, c. 32. 10 the society" {Orimes y. ffarn'son, 26 Beav. 435; 28 L. J. Sect. 1. Ch. 823; 5 Jur. N. S. 528 ; 33L. T. (0. S.) 115; 23 J. P. 421, per Eomilly, M. E.). A society whose rules are certified as those of a buUding Power of society under this Act is not iustified in acting as a freehold bmlclmg •^ . ^. society to land society ; but if the rules of such a society direct un- bviy land. employed money to be invested " in such manner and upon such legal security " as the directors deem necessary, there is no objection to its being invested in a purchase of freeholds (Orimes v. Harrison; and see Mullock v. Jenkins, 14 Beav. 628; 21 L. J. Ch. 65; 18 L. T. (O. S.) 203). If, however, the directors or trustees invest more money in such a pur- chase than the rules allow, or endeavour to convert the society into a freehold land society, or, indeed, misapj)ly the funds in any other way, they will be guilty of a breach of trust, and will be liable for any loss that may be sustained ; and any such proceedings on their part may be restrained by injunction on the application of any member who thinks himseK aggrieved. But the society does not cease to exist Breach of because it or its directors do something which the rules do ^^ules. not warrant, and so long as the society exists the members are bound by the rules ; see Grimes v. Harrison ; Re Kent Benefit Building Society, 1 Dr. & Sm. 417 ; 30 L. J. Ch. 785; 7 Jur. N. S. 1045 ; 9 W. E. 686 ; 4 L. T. 610 ; 25 J. P. 805 ; B. V. D'Eyncourt, 4 B. & S. 820 ; 9 L. T. 712 ; 28 J. P. 116; ;S'. C. nom. Hughes v. Layton, 33 L. J. M. C. 89; 10 Jur. N. S. 513; nom. Hughes v. HEyncourt, 3 N. E. 420; 12 W. E. 408, cited ^osif, p. 75. Incorporated societies have only a very limited power to lucorpor- hold land; see the Building Societies Act, 1874, ss. 13, 37, Societies j^ost, pp. 103, 140. As to land societies, see the Industrial and Provident Land_ Societies Act, 1876, 39 & 40 Vict. c. 45 ; sect. 19 of this societies. Act was partly repealed by the Summaiy Jurisdiction Act, 1884, 47 & 48 Yict. c. 43. The interest of a member in the society is not limited to "Shares 150?., though the shares must not exceed that amount (Mor- '^'^^^^- ' ° *• ceeding the risen v. Glover, 4 Ex. 430 ; 19 L. J. Ex. 20; 14 L. T. (0. S.) value of 204; 14 J. P. 84, where Parke, B., said that his dictum to ^^0'-" 20 The Building Societies Act, 183G. Sect. 1, ' ' Proper and whole- some rules iiud regu- latious." Alteratiou of rules. "Eeason- al>le fines, penalties and for- feitures." Forfeiture, tho contrary in Cutlill v. Kinijdom, 1 Ex. 494; IT L. J. Ex. 177, was incorrect). As to tho power to make rules conferred by the Act, see the judgment of the Earl of Selborne, L. C, in Agntw v. Murray, 9 App. Cas. p. 538 ; 53 L. J. Ch. 745 ; 33 W. E. 173; 51 L. T. 462; tho remarks of Giffard, L. J., in Luin(j V. Reed, 5 Ch. 4; 39 L. J. Ch. 1; 18 W. E. 76; 21 L. T. 773 ; 34 J. P. 134 ; and the judgment of Jessel, M. E., cited above, p. 17. "The only real and true limit of the rule- making power, as to a matter not governed by the general law of the realm or by any express prohibition in the statute, must be that pointed out by Giffard, L. J. ; the power cannot bo so exercised as to make the society a thing different from a benefit building society, formed for the purposes and in the manner defined by the Act" {Agneio v. Murray, loc. cit.). As to the mode of altering the rules, see 10 Geo. 4, c. 56, s. 9, and note thereto, 'post, p. 49. Tho fines must be "reasonable." A rule imposing fines for non-payment of theii- contributions bj" advanced mem- bers at the rate of a shilling per jiound per month (sixty per cent.) was held reasonable in Parker v. Butcher, 3 Eq. 762; 36 L. J. Ch. 552. This case was followed by Hall, V.-C, in Filkington v. BaJcer (2), W. N. (1877), 210, where the con- tract was for repayment of the advance by monthly instal- ments of principal and interest, and in default of payment on tho day named, for jmymeut of the sum of sixpence per pound per month. In Card v. Carr, 1 C. B. N. S. 197; 26 L. J. C. P. 113, one of the rules provided that any unadvanced member who should have neglected to pay his monthly subscriptions for six consecutive monthly nights, should thereupon cease to be a member of tho societj' and forfeit all his interest therein. The Court were clearly of opinion that there was nothing unreasonable or contrary to law in such a rule. In a recent case one of the rules was as follows: — "The fines incurred by all present or future mortgagors by neg- lecting to make their monthly payments of principal, in- terest, fines and other payments, will be at the rate of five per cent, per month on the total amount in arrear." It was 6 & 7 Will. 4, c. 32. 21 held that the monthly fine was to be calculated at the rate of Sect. 1. five per cent, per month on the amount of the jDrevious fines and other payments, as well as of the principal and interest in arrear, and that the amount of the fine was not unreason- able {Re The Middlesbrough Buildivg Society, 54 L. J. Ch. 592; 51 L. T. 743; 49 J. P. 278; W. N. (1884), 208). See also Ex parte Voiseij, 21 Ch. D. 442 ; 52 L. J. Ch. 121 ; 31 W. E. 19; 47 L. T. 362 ; and for further cases on the con- struction of rules as to fines, see Lovejoy v. Mulhern, 46 L. J. Ch. 630 ; 37 L. T. 77 ; Re Tierney's Estate, Ir. E. 9 Eq. 1 ; 8 Ir. L. T. Eep. 29. With regard to the borrowing of money by societies under Power of the Act, a point on which the Act itself is silent, an oijinion ^"rro^^ *° at one time prevailed that, thoiigh a rule authorizing the mouey. directors to borrow money for the purposes of the society 1- Where • • ttlG mlGS to a limited extent was good, a rule giving them an unlimited contain a power to borrow for such puriioses was illegal and void as power to being contrary to the scope and intent of the statute. See Laing v. Reed, 5 Ch. p. 8 ; 39 L. J. Ch. 1; 18 W. E. 76 ; 21 L. T. 773; 34 J. P. 134; HilVs Case, 9 Eq. 605; 39 L. J. Ch. 628 ; 18 W. E. 967 ; 22 L. T. 777 ; 34 J. P. 532 ; Re Professional, Commercial, and Industrial Permanent Benefit Building Society, 6 Ch. 856 ; 19 W. E. 1153 ; 25 L. T. 397 ; Be Guardian Permanent Benefit Building Society, Calvert^s Case, 23 Ch. D. 440 ; 52 L. J. Ch. 857 ; 32 W. E. 73 ; 48 L. T. 134. The House of Lords, however, has recentlj'' held that this idea is erroneous, and that a rule authorizing the directors to borrow money for the purposes of the societj-, without any limit being expressed as to the amount, is per- fectly good, and the loans contracted under it valid ; see Agneio v. Murray, 9 App. Cas. 519; 53 L. J. Ch. 745; 33 W. E. 173 ; 51 L. T. 462, reversing the decision of the Court of Appeal in Calvert's Case, from which Agnew v. Murray was, in substance though not in name, an appeal. In that case the 32nd rule of the society was as follows : — ■ " The trustees or directors for the timebeing of this society may, from time to time as occasion may require, borrow and take up at interest any sum or sums of money from the society's banker, or from anj^ banker, or from any other 22 The Building Societies Act, 1836. Sect. 1. EfYect of provision that bor- rowed moneys shall be a first charge on the funds of the sncietj'. person or persons ; and any borrowed money shall bo a first charge on the funds and property of the society. And in case the trustees or directors shall at any time give their joint and several promissory note or other security for money borrowed for and on behalf of the societj-, then and in such case the persons giving the security shall bo indemnified by the society, and the funds and jiroperty of the society shall be held subject and liable to the repayment of the borrowed moneys, the borrowed moneys being always deemed a first charge on the society's funds and propertj'." Under this rule the directors borrowed large sums for the proper pur- poses of the society, and deposited with the lenders as security title deeds of proi^erties which had been mortgaged to the society by advanced members. The society was ordered to be wound up. The House of Lords held that the rule was valid, and that the lenders were entitled in the •winding-up to payment out of the assets after satisfaction of the outside creditors and in priority to the claims of all shareholders or members. It was held, however, in the case last cited, that the lenders must give up their securities to the official liquidator, the claim to special equitable charges upon specific properties being inconsistent with the true meaning of the rule, which was that all the moneys borrowed under it were to have the benefit, equally and pari passu, of a first charge upon tho general funds and property of the society ; and see also Small V. Smith, 10 Ajip. Cas. p. 131. In a recent case, the first rule of the societj' declared that it was established ' ' for the purpose of raising by monthly subscriptions and deposits on loans a fund to make advances to members of the value of their shares, to enable them to erect or pui-chase one or more house or houses," &c. At a meeting of directors, it was resolved that the directors might receive dej^osits of money on debentures; and under that resolution they received loans from persons not otherwise members. On the society being wound up, it was held, by Mr. Justice Kay, that the rule sufficiently expressed the power to receive deposits on loan, and that the lenders were outside creditors, and entitled to be paid in priority to tho 6 & 7 Will. 4, c. 32. 23 members of all classes, including those -^lio had given notice Sect. 1. of withdrawal before the commencement of the winding-up ■ [Re Mutual Aid Permanent Benefit Building Society, 29 Ch. D. 182 ; 54 L. J. Ch. 493 ; 33 W. E. 575 ; 52 L. T. 406; affirmed on appeal, 30 Ch. D. 434). A building society, however, has no power to borrow 2. "Where money unless its rules authorize it so to do ; see Be National ^^^ ^'H^®^ Permanent Benefit Building Society, Ex parte JVilliamso7i, 5 power to Ch. 309 ; 18 W. E. 388 ; 22 L. T. 284 ; 34 J. P. 341 ; Cu7ihje borrow. Brooks & Co. V. Blackburn Benefit Building Society^ 9 App. Cas. 857; 54 L. J. Ch. 376; 33 W. E. 309; 52 L. T. 225; affirming S. C. below, 22 Ch. D. 61; 52 L. J. Ch. 92; 31 W. E. 98 ; 48 L. T. 33 ; though the power to borrow need not be express (Blackburn Building Society v. Cunliffe Brooks & Co., 22 Ch. D. p. 70, per Lord Selborne, L. C). "If it could be shown that the course of business authorized by the rules was such as to give, as incidental to it, a power to borrow, it would be authorized, though not expressly autho- rized; " ^)er Lord Blackburn, in Cunliffe Brooks & Co. \. Blackburn Benefit Building Society, 9 App. Cas. p. 865. In that case the facts were as follows : — The society, whose rules contained no power to borrow, was allowed by its bankers to overdraw its account to a large amount. In 1876 a memorandum was signed by the officers of the society, and confirmed by the directors, stating that certain deeds of bor- rowing members which had been deposited with the bankers ■were deposited not only for safe custody, but as a security for the balance from time to time. In 1881 an order for winding-up the society was made, and the official liquidators brought an action to recover these deeds, which the bankers claimed to retain as security for the balance of their account. No evidence was given as to the application of tho money which was drawn out by the society ; but it was admitted that some part was appHed in payment of members with- drawing from the society, and the remainder in payment of salaries, legal expenses, and expenses of mortgaged property. The Court of Ajipeal held that the overdrafts were ultra vires, being a borrowing not authorized by the rules, and not properly incident to the course and conduct of the 24 The BuILDl^-G Societies Act, 1836. Sect. 1. society's business for its proper purposes ; and that the bankers were not creditors of tbe society in respect of the overdrafts ; but that they were entitled, according to a well- settled principle of equity, to hold the deeds as a security for repayment of so much of the moneys advanced by them, as was applied in payment of the debts and liabilities of the society properly payable and had not been repaid to the bankers, excluding payments to withdrawing menjbers ; that the burden of proving this lay on the bankers, and that in satisf j'ing that burden the bankers could not have the benefit of the rule in Clayton'' s Case (1 Mer. 572). The Court of Appeal made an order accordingly, directing inquiries, with a declaration that in making the inquiries the bankers were to be charged with all sums received bj' them on account of the society, since it ceased to have any balance to its credit with the bankers, and that they were not to be allowed any sums advanced by them since that date, which were applied in making payments to withdrawing members or otherwise than in i^aying such debts and liabilities of the society as aforesaid. On an appeal by the bankers alone the House of Lords expressed no opinion uj)on the question of payments to withdrawing members or the bankers' right to hold the securities, but held that in other respects the decision and order of the Court of Appeal were right. The liquidators then brought an action against the bankers to recover all moneys w'hich had been paid to them by the society and apj)licd by the bankers in discharge of their loan. The Court of Appeal held that it was no answer to the action that the moneys had been so applied by the order of the dii'cctors of the society under a mistake of law as to their power to borrow, the borrowing and directing the application of the moneys being both unauthorized and not binding on the society ; but the bankers were allowed to stand in the place of withdrawing members of the societj', who had been l)aid out of moneys so advanced by the bankers, and to receive the amounts which would bo payable to such mem- bers if they had not been paid off, and they were also allowed to have the benefit of securities obtained by the society by means of the overdrafts allowed by the bankers, and to have 6 & 7 Will. 4, c. 32. 25 the benefit of sucli securities according to their order of Sect. 1. priority, witliout being postponed to other securities granted " "" by the society {Blackburn Benefit Building Society v. Cun- liffe Brooks & Co., 29 Ch. D. 902). It was also held in the same case, that the fact that annual balance sheets, show- ing the amounts due to the bankers, had been sent to all members of the society and adojsted at the annual meet- ings, did not amount to a ratification by the society of the acts of the directors, and that no ratification of such acts by the majority of the members would bind the minority. If the rules of the society contain a limited power to borrow, 3. WTieve it must be strictly pursued, and if the limits of the power are ^^^ ^°''" exceeded the loan will create no liability against the society. poweAias Thus, where the rules authorized the committee to obtain ^®®" '^^' CGG(i6(i. loans for the purpose of making advances to members, and the committee borrowed money for general purposes and in order to pay debts, the society were not liable {Moye v. Sparrow, 18 W. E. 400; W. N. (1870), 33; 22 L. T. 154). So, where the rules empowered the directors to borrow ' ' for the purj)oses of the society," and the directors employed the money they borrowed in loan transactions with another society and in buying an estate {Be Durham County Buildiny Society, Davis' Case, 12 Eq. 516 ; 41 L. J. Ch. 124 ; 25 L. T. 83). In another case, however, in the same winding-up, the Court refused to order the lender to give up deeds which had been deposited with him as security for the loan ( Wilson s Case, 12 Eq. 521 ; 41 L. J. Ch. 125 ; 25 L. T. 84). It may, perhaps, be doubted whether this last decision can now be relied on; see Cunliffe Brooks & Co. v. Blackburn Benefit Building Society, cited above ; though there is this difference between the two cases, that in Wilson's Case there was a power to borrow, though the money borrowed was mis- applied, whereas in the Blackburn case there was no power to borrow at all. Again, where the rules authorized the directors to borrow up to a certain amount, and they con- tracted a loan after the prescribed limit had been akeady exceeded, the Court of Appeal held that the society, which had received no benefit from the loan, wore not liable to w. c 26 The Building Societies Act, 1836. Sect. 1. repay it ; tlioiigli they also held that, under the circum- stances, the directors themselves were personally liable for the money which had been advanced {Chcqtleo v. Brunsiuick Building Hocietrj, 6 Q. 13. D. G96 ; 50 L. J. Q. B. 372 ; 29 W. E. 529 ; 44 L. T. 449 ; reversing S. C. below, 5 C. P. D. 331 ; 49 L. J. C. P. 796 ; 29 W. R. 153). In his judgment in this case, Baggallay, L. J., said: " The acts of the directors would in no way give effect to that which was in itself un- lawful, nor in my opinion would the assent of every share- holder to the transaction make it binding upon the society as a society, whatever might have been the liability of indi- vidual shareholders If the society had received the benefit of the 1001. , if for instance that amount had found its way to the credit of their banking account, the plaintiffs might, upon the authority of some of the decisions which have been cited in their behalf, have been enabled to esta- blish a claim against the society to the extent of the benefit derived by them from the transaction, but no such benefit was derived by the society from the transaction with which we are dealing It has also been urged upon us that the plaintiffs had no means of knowing or ascertaining whether the society had exhausted its powers of borrowing ; or whether indeed there was any limit to such power. To this argument I can only reply, that persons who deal with corporations and societies that owe their constitution to or have their powers defined or limited by Acts of Parliament, or are regulated by deeds of settlement or rules, deriving their eft"ect more or less from Acts of Parliament, are bound to know or to ascertain for themselves the nature of tho constitution and the extent of the powers of the corpora- tion or society with which they deal. The plaintiffs and every one else who have dealings with a building society are bound to know that such a society has no power of bor- rowing, except such as is conferred upon it by its rules, and f in dealing with such a society they neglect or fail to ascer- tain whether it has the power of borrowing, or whether any imitcd power it may have has been exceeded, they must take the consequences of their carelessness. It may be that the plaintiffs in the present case have been misled, by the misrepresentations or conduct of others, into tho belief that 6 & 7 Will. 4, c. 32. 27 the company had full antliority to accept the loan from Sect. 1. them; that is a question which I shall have to consider when dealing with the other appeal ; such representations or con- duct may doubtless give rise to a claim against the parties making such misrepresentations or so conducting themselves, but in my opinion they can in no way give rise to or support a claim against the society." There is no distinction between borrowing by overdrawing Overdraw- the society's banking account and borrowing by obtaining a "^S oauk- loan in the ordinary way {Cunliffe Brooks & Co, v. Blachhurn count is Benefit Building Society ; Looker v. Wrigley, Leigh v. Wrigley, torrowing. 9 Q. B. D. 397 ; 46 J. P. 758) ; the cases to the contrary {post, p. 108) cannot now be relied on. As to the power of incorporated societies to borrow money, incorpo- see the Building Societies Act, 1874, s. 15, and note thereto, rated S0C16L16S post, p. 106 ; and as to loans made to unincorporated societies in the interval between Nov. 2, 1874, and April 22, 1875, see^os^, p. 99. A rule giving the directors power to issue deposit or paid- Preference up shares at a fixed rate of interest, with a right to withdraw '*"^^^^- the money in preference to the ordinary unadvanced mem- bers, is valid, and the holders will be entitled in the event of the society being wound up to be paid in priority to the un- advanced members. Such shares are, in fact, true prefer- ence shares ; and there is nothing either in the statute itself or in the general law to render their issue, when authorized by the rules of the society, illegal (^e Guardian Permanent Benefit Building Society, Scott's Case, 23 Ch. D. 440, 453 ; 52 L. J. Ch. 857 ; 32 W.E. 73 ; 48 L.T. 134; affirmed on appeal, nom. Murray v. Scott, 9 App. Cas. 519 ; 53 L. J. Ch. 745 ; 33 W.E. 173; 51 L.T. 462). Shares in a building society are not within the Mortmain Shares are Act, 9 Geo. 2, c. 36, and may therefore be bequeathed to a jior^^^in charity {Entwistle v. Davis, 4 Eq. 272 ; 36 L. J. Ch. 825 ; 31 Act. J. P. 708). As to the mode of ascertaining the value to an advanced County member of the property mortgaged by him to the society, in ^°^°- order to determine whether he is entitled in resjiect of such property to a vote for the county, see EoUeston v. Cope, c2 28 The Building Societies Act, 1836. Sect. 1, Winding- up. On whose petition. Loan ultra vires. L. E. G C. r. 292; 1 Hop. & Colt. 488; 40 L. J. C. P. 160; - 19 W. E. 927 ; 24 L. T. 390, and cases there cited; Eogers on Elections, p. 42, 14th ed. An unincorporated building society may be wound up under the Companies Act, 1862 [Re No. 3 Midland Counties Benefit Building Society, 4 De G. J. & S. 468 ; 33 L. J. Ch. 739; 11 Jur. N. S. 229; 13 W. E. 399; 4 N. E. 536; 29 J. P. 613, reversing S. C. below, 33 L. J. Ch. 520 ; 10 Jur. N. S. 505; 10 L. T. 258; 28 J. P. 295; Re Doncnster Per- manent Building Societij, 3 Eq. 158 ; 15 W. E. 102 ; 15 L. T. 270 ; 31 J. P. 310; Re Queen''s Benefit Building Society, 6 Ch. 815; 40 L. J. Ch. 381; 19 W. E. 597; 24 L. T. 346); and the winding-up proceeds in the same way as in the case of an ordinary unregistered comi)any. An order to wind \\]) may be made at the instance of an outside creditor [Re No. 3 Midland Counties Benefit Building Society), of an unadvanced member who has given notice of withdrawal [Re Queen's Benefit Building Society), or of an advanced member [Re Professional Commercial and Industrial Benefit Building Society, 6 Ch. 856 ; 19 W. E. 1153 ; 25 L. T. 397). But though an outside creditor is, except Tinder special circumstances, entitled to a winding-up order ex debito justitice, there is no such absolute right in the case of a member ; and if the Court sees that an order to wind up will be prejudicial to the best interests of the society, and in fact will do more harm than good, or is sought for the pur- pose of obtaining an undue advantage over other members, the petition will be dismissed : see Re Professional Commercial and Industrial Benefit Building Society; Re Planet Benefit Building and Investment Society, 14 Eq. 441; 41 L. J. Ch. 738 ; 20 W. E. 935 ; 27 L. T. 638 ; Re London Permanent Benefit Building Society, 17 W. E. 513, 717 ; 20 L. T. 388 ; 21 L. T. 8; Martin v. Scottish Savings Investment and Build- ing Society, 17 Sc. L. E. 221. Where the petitioner had lent money to a society which had no power to harrow, it was held that the loan created no debt, and the petition was accordingly dismissed [Re National Permanent Benefit Building Society, Ex parte Williamson, 5 Ch. 309 ; 18 W. E. 388; 22 L. T. 284; 34 J. P. 341). i 6 & 7 Will. 4, c. 32. 29 Both advanced and unadvancod members are liable in a sect. 1. winding-up to contribute towards payment of debts due to outside creditors {Re Doncaster Permanent Building Society, 3 mgi^^p^*" Eq. 158; 15 "W. E. 102; 15 L. T. 270; 31 J. P. 310); but wiien all these debts bad been paid, and the advanced mem- bers bad redeemed tlieir shares, it was held, the rules providing that the funds of the society should belong to the members in proportion to the time they had been subscribers, that no further call could be made, and that the surplus assets must bo distributed among the unadvanced members according to their respective periods of subscription [Ee Don- caster Permanent Building Society, 4 Eq. 579 ; 36 L. J. Ch. 871). "Where the rules provided that advanced members, as well Sharing as the unadvanced, should be entitled to a share in the profits, 1°^^®^- in proportion to the amounts respectively standing to the credit of their shares, it was held, there being no outside creditors, that the advanced members must bear a share of the losses in proportion to the sums standing to their credit at the time when the society resolved to wind up ( Trustees of The North British Building Society, 12 E. 1271 ; 22 Sc. L. E. 833). In the case of incorporated societies the liability of Incorpor- members is strictly limited : see the Building Societies Act, g^^jgygg 1874, s. 14, and note thereto, post, p. 104. In Scottish Property Investment Company Building Society v. Boyd, 12 E. 127 ; 22 Sc. L. E. 43, it was held, there being no outside creditors unpaid, that an advanced member could not be compelled, on the society going into liquidation, to repay his loan othei'wise than by instalments as stipulated in his bond. The liquidator contended that the eSect of the winding-up was to compel the advanced member to pay the whole balance remaining due from him at once, and cited Brownlie V. Russell (see post, p. 31) in support of this view. The Lord Justice Clerk in the course of his judgment (12 E., p. 137) said: — "I am of opinion that there is neither principle nor authority which can maintain such a demand ; that the company, although in liquidation, continues to subsist for the purpose of winding-up, for the realizing of 30 The Building Societies Act, 1836. Sect. 1. its funds, and fulfilment of its obligations, and that as it was effectuallj' bound to accejit i:)ayment of the alleged debt by the stijmlated instalments, the liquidator is not entitled to evade these stipulations but is bound to fulfil them. It does not seem to me of much moment to inquire whether this building society comes strictly under the category of a trading partnership or not. It is certainly primarily regu- lated by the Acts of Pai-liament which have been passed in regard to such associations, and by the rules of the special association. Subject, however, to these, I should have thought that it belonged to the category of society or partnership as understood in our law. But such a society must, at all events, continue to exist for the purpose of winding-up, and it must fulfil its obbgations in the terms and on the conditions to which its contract binds it, what- ever may be the legal character of its constitution. There is no provision in any Act of Parliament, or in the rules of this society, which justifies the violation of deliberate con- tract, or which empowers the company or the shareholders to terminate them by going into liqiiidation. This may, and no doubt does, put an end to future transactions, but it cannot affect the rights of creditors constituted by prior obligations. Neither do I think it of moment to consider minutely the precise position of an advanced shareholder under this contract. My own opinion is that under such a contract ho is more of a debtor than of a shareholder, and that there is nothing in the fact of his being on the roll of shareholders which in any way limits his right to receive fulfilment of the obligations of the company in terms of their undertaking ; neither does it seem necessarily to imply any future or contingent obligation after the contract of repayment has been fulfilled. Much, of course, will depend on the particular rules of any given society, but I know of no authority for holding it to be a general rule that the liquidation of a building society of this kind alters the terms of contracts made with advanced shareholders, or renders it illegal to continue to receive payments on such debts by instalments in terms of the obligation." Security In a recent case the ofiicial liquidator took out a summons for costs. 6 & 7 Will. 4, c. 32. 31 in the winding-up against the manager to make him liable Sect. 1. for certain moneys of the society. The manager applied for security for costs under sect. 69 of the Companies Act, 1862, and Bacon, V.-C, held that the Court had general jurisdic- tion to make the order asked for [Re Seventh East Central Building Society, 51 L. T. 109). The rights and liabilities of m.embers who have given ^Vith- notice of •withdrawal depend upon the rules of the society, eace as aforesaid, who shall file and certify the same as aforesaid ; and that no such rule, or alteration in or amend- ment of any former rule, shall he binding or have any force or effect until the same shall have been confirmed by such justices, and filed as aforesaid." The words in italics are repealed by sect. 3 of 4 & 5 "Will. 4, c. 40, post, p. 83. "Where a building societj'' took a mortgage from a member before its rules had been certified and deposited, but these 6 & 7 Will. 4, c. 33. 49 formalities were afterwards complied witli, it was lield that Sect. 4. the deed was nevertheless exempt from stamp duty under ~ the Act ( Williams v. Eaijward, 22 Beav. 220 ; 25 L. J. Ch. 289 ; 1 Jur. N. S. 1128 ; 26 L. T. (0. S.) 134 ; 19 J. P. 788). As to exemption from stamp duty, see sect. 37 and note thereto, j^ost, j). 78. 8. "And be it further enacted, that all rules from time Eules, to time made and in force for the management of such t^red and society as aforesaid, and duly entered in such book as afore- deposited, said, and confirmed hy the justices as aforesaid, shall be bind- •? bind- ing on the several members and officers of such society, and members the several contributors thereto, and their representatives, ^?^t' ^Ispo- all of whom shall be deemed and taken to have full notice thereof by such entry and contribution as aforesaid ; and Copj- of the entry of such rules in such book as aforesaid, or the to^be"e- transcript thereof deposited ivith such clerk of the peace as ceived in aforesaid, or a true copy of such transcript, examined with ®" '^^ce. the original and proved to be a true copy, shall be received as evidence of such rules respectively in all cases ; and no certiorari, suspension, advocation, reduction, or other legal process shall be brought or allowed to remove any such rules info any of his Majesty's Courts of Eecord ; and every copy of any such transcript deposited luitli any cleric of the peace as aforesaid shall be made without fee or reward, except the actual expense of making such copy." The words in italics are repealed by 4 & 5 Will. 4, c. 40, s. 3, post, p. 83. In R. V. Boynes, 1 Car. & K. 65, it was held that to give evidence of the transcript of the rules of a benefit society enrolled at the office of the clerk of the peace, by proof of an examined copy of it, the witness who examined the copy with the transcript must prove that he examined the copy of all the rules with the transcript. 9. "And be it further enacted, that no rule confirmed by Xo con- the justices of the peace in manner aforesaid shall be altered, 'F'®'^' "'. "^ •'^ -' ' rule to be rescinded, or repealed, unless at a general meeting of the altered but members of such society as aforesaid, convened by public ''^'^ ^ S^eral •' ' -^ •■■ meetmg ox W. D 50 The Building Societies Act, 1836. Sect. 4. notice, -written or printed, signed by the secretary or presi- dent or other principal officer or clerk of sucli society, in the society, - • -i- .• x' i. x. ^Q pursuance ot a requisition tor tnat j^urpose by seven or more of the members of such society, which said requisition and notice shall be publicly read at the two usual meetings of such society to be held next before such general meeting for the purpose of such alteration or repeal, unless a committee of such members shall have been nominated for that jiurposo at a general meeting of the members of such society convened in manner aforesaid, in which case such committee shall have the like power to make such alterations or repeal, and unless such alterations or repeal shall be made with the concurrence and approbation of three-fourths of the members of such society then and there present, or by the like proportion of such committee as aforesaid, if any shall have been nomi- nated for that purpose." The words in italics are rejDealed by 4 & 5 "WiU. 4, c. 40, s. 3, post, p. 83. Special Where the rules required that no action should be brought °' or defended without the sanction of a majority of members present at "a special meeting," it was held that the sanc- tion of a nlajority present at a special general meeting was sufficient {Cittbill v. Kingdom, 1 Ex, 494; 17 L. J. Ex. 177). " The meaning of a special meeting is that the meeting shall not be convened unless the parties have notice of the purpose of meeting. A meeting may be both general and special — general for the purpose of doing general business, and special for a particular purpose, then it becomes a special general meeting:" per Alderson, B., 1 Ex. p. 504. Under this section the officers of the society are hound to summon a meeting of the members upon a requisition to that effect being duly made to them, they have no discretion in the matter {E. v. Oldham and United Parishes Insurance Society, 21 L. J. Q. B. 1 ; 16 J. P. 149 ; S. C. nom. li. v. Bannatyne, 18 L. T. (0. S.) 74; overruling R. v. Bannatyne, 2 L. M. & P. 213 ; 20 L. J. Q. B. 210). Rules shall 10. " And be it further enacted, that the rules of every specify society formed under the authority of this Act shall specify 6 & 7 Will. 4, c. 32. 51 the place or places at which, it is intended such society shall Sact, 4. hold its meetings, and shall contain provisions with respect . insGtiiifir to the powers and duties of the members at large, and of and duties such committees or officers as may be appointed for the of officers. management of the affairs of such society : provided always, Societies that it shall and may be lawful for any such society to alter place of their place or places of meeting whenever they may consider meeting. it necessary, upon giving notice thereof in writing to the clerh of the peace for the county luithin luhich such society shall be held, the said notice to be given within seven days before or after such removal, and signed by the secretary or other principal officer, and also by three or more of the members of the said society ; and provided that the place or places at which such society intend to hold their meetings shall be situate within the county in which the rules of the said society are enrolled." Where the officers of a friendly society took upon them- Place of selves to convene a general meeting of the society at Man- ^-^'^^'^S- Chester, when according to the rules the place of business was at Liverpool, the Court of Queen's Bench held that new rules adopted at the meeting were entirely null and void {R. V. Ticld Pratt, 6 B. & S. 672 ; 29 J. P. 388, a case decided under the Friendly Societies Act, 1855, now repealed, sect. 28 of which contained a similar provision to that in the above section). The notice is now sent to the Registrar of Priendly Socie- ties ; see the Building Societies Act, 1874, s. 7, post, p. 97. A building society cannot remove its place of meeting out of the county in which for the purposes of its business it was originally established ; see E. v. Registrar of Friendly Societies, 16 J. P. 613 ; 19 L. T. (0. S.) 182. 11. "And be it further enacted, that every such society Society- shall and may from time to time, at any of their usual meet- ™'iy^P- ings, or by their committee, if any such shall be appointed officers. for that society, elect and appoint such person into the office of steward, president, warden, treasurer, or- trustee of such society, as they shall think proper, and also shall and may from time to time elect and appoint such clerks and other d2 62 The Building Societies Act, 1836. Sect. 4. officers as shall be deemed necessary to carry into execution the purposes of such society, for such space of time and for siich purposes as shall be fixed and established by the rules of such society, and from time to time to elect and appoint others Securities in the room of those who shall vacate or die ; and such trea- for offices'^ surer, trustee, and all and every other officer or other person of trust if whatever who shall be aiipoiuted to any office in anywise touch- equue . ^^^^ ^^ concerning the receipt, management, or expenditure of any sum of money collected for the purpose of any such society, before he, she, or they shall be admitted to take upon him, her, or them the execution of any such office or trust, (if required so to do by the rules of such society to which such officer shall belong,) shall become bound in a bond, according to the form prescribed in the schedule to this Act annexed, with two sufficient sureties, for the just and faith- ful execution of such office or trust, and for rendering a just and true account according to the rules of such society, and in all matters lawful to paj' obedience to the same, in such penal sum of money as by the major part of such society at any such meeting as aforesaid shall bo thought exi^cdient. Treasurer and to the satisfaction of such society ; and that every such to ffive ^'^^ bond to be given by or on the behalf of such treasurer bond to or trustee, or of any other person appointed to any other (,f\^Q^ ' office or trust, shall be given to the clerk of the peace of the peace. county where such society shall be established, for the time being, without fee or reward ; and in case of forfeitixre it shall be lawful to sue upon such bond in the name of the clerk of the peace for the time being, for the use of the said society, fully indemnifying and saving harmless such clerk of the peace from all costs and charges in respect of such suit ; provided that such bond shall have in Scotland the same force and effect as a bond in the form in use in Scotland containing a clause of registration." Officers. As to the terms on which officials of a building society are held to give their services, see Alexander v. JVorman, G II. & N. 100; 30 L. J. Ex. 198 ; 3 L. T. 477 ; 25 J. P. 312. In that case the surveyor of a building society did certain work on behalf of the society. The society collapsed for want of funds, whereupon the surveyor brought an action for his 6 & 7 Will. 4, c. 32. 53 commission against one of the managing directors. The Court Sect. 4. held that there was no proof that the defendant had ever con- tracted that he, or he and his fellow-directors would pay the plaintiff for his services ; and Martin, B. , in delivering judgment, said: — " We think it a mistake to suppose that, in societies of the kind, the surveyor or secretary or the officers do work and labour upon the same terms as profes- sional men of their class ordinarily do. They generally have a much greater interest in them than the directors, and in the great majoiity of cases are the individuals who get them up, and at whose request the directors consent to accept the office and take upon themselves the liabilities and duties of their situation ; and it is to us very clear that such officers discharge duties and perform services with the understanding on all hands that they are to be remunerated out of the funds, and that if the funds fail the officers must remain unpaid." As to the general powers of the directors of a building Directors, society, see Small v. Smith, 10 Apj). Cas. 119, where it was held that they had no power to bind the society by giving a guarantee, such a transaction not being authorized by the rules nor incidental to the conduct of the society's business. An officer of a building society who has been dismissed by Manda- a resolution of the society has no remedy by mandamus, ™^^- which Hes only to reinstate a person in an office where the office and its tenure are of a permanent character ; see Evans V. Hearts nf Oak Benefit Society, 12 Jur. N. S. 163. Assuming that the provision as to the giving of a bond Bond, applied to building societies, then it would seem from sect. 7 of the Building Societies Act, 1874, that the bond ought now to be given to the Eegistrar of Friendly Societies, though the words " done by or sent to" do not quite meet the case of a bond ; see the section, 2^ost, p. 97. 12. " And be it further enacted, that every such society Appoint- shall and may from time to time elect and appoint any ^^''^^ of number of the members of such society to be a committee, mittees. the number thereof to be declared in the rules of eveiy such society, and shall and may delegate to such committee all or 54 The Building Societies Act, 183G. Sect. 4. any of tho jio-n-crs given by this Act to bo executed, who, being so delegated, shall continue to act as such committee, for and during such time as they shall be appointed, for Powers of such society, for general purposes, the powers of such com- coniiiiiuees ^iiittee being first declared in and by the rules of such society, to be de- confirmed by the justices of the peace at their sessions, and filed the rules of "^ ^^'^ manner hercinliefore directed ; and in all cases where a the society, committee shall bo appointed for any particular purpose, the particular powers delegated to such committee shall be reduced into ones eu- writing and entered into a book by the secretary or clerk of book such society, and a majoritj^ of the members of such com- mittee shall at all times be necessary to concur in any act of such committee; and such committee shall, in all things delegated to them, act for and in the name of such society ; and all acts and orders of such committee, under the j^owers delegated to them, shall have the like force and effect as the acts and orders of such society at any general meeting thereof could or might have had in pursuance of this Act : Committee Provided always, that the transactions of such committee troi2a|jlgl)y shall bo entered in a book belonging to such society, and society. shall be from time to time and at all times subject and liable to the review, allowance or disallowance and control of such society, in such manner and form as such society shall by their general rules, confirmed by the justices a7id filed as a/ore- said, have directed and ai^pointed, or shall in like manner direct and appoint." The words in italics are repealed by 4 & 5 "Will. 4, c. 40, s. 3, post, p. 83. Treasurer 13. " And be it further enacted, that it shall and may be to lav'^out^ lawful to and for the treasurer or trustee for the time being suri^lus of of any such society, and he, she, and they is and are herebj- contnbu- authorized and required, from time to time, by and with tho consent of such society, to be had and testified in such manner as shall be directed by the general rules of such society, to lay out or disj^oso of such part of all such sums of money as shall at any time be collected, given, or paid to and for the beneficial ends, intents, and piu-posos of such society, as the exigencies of such society shall not call for the 6 & 7 Will. 4, c. 32. 55 immediate application or expenditure of, either on real or Sect. 4. heritable securities or heritable property, to be approved of as aforesaid, (such securities to be taken in the name of such treasurer or trustee for the time being,) or to invest the same in the public stocks or funds, savings banks, or govern- ment securities, or in any of the chartered banks in Scotland, or in the bank of the Commercial Banking Company of Scotland, and not otherwise, in the proper name of such treasurer or trustee ; and from time to time, with such con- sent as aforesaid, to alter and transfer such securities and funds, and to make sale thereof respectively ; and that all and to the dividends, interests, and proceeds which shall from time "^^^S tne ' ' / . . l^roceeds to to time arise from the monies so laid out or invested as account. aforesaid shall from time to time be brought to account by such treasurer or trustee, and shall be applied to and for the use of such society, according to the rules thereof." Sect. 6 of 6 & 7 "Will. 4, c. 32, post, p. 91, forbids any Savings building societj" to invest in any savings bank, or with the '^^^'^^• Commissioners for the Eeduction of the National Debt. There is nothing, it seems, to prevent a building society Investment under the old law from investing its surplus funds in the f^^ds^ purchase of real estate ; though such a society will not be allowed to convert itself into a freehold land society by speculating in land beyond this limit; see Grimes v. Harrison, 26 Beav. 435 ; 28 L. J. Ch. 823 ; 5 Jur. X. S. 528 ; 33 L. T. (0. S.) 115; 23 J. P. 421 ; Mullodc v. Jenkins, 14 Beav. 628 ; 21 L. J. Ch. 65; IS L. T. (0. S.) 203; i?e Kent Benefit Building Society, 1 Dr. & Sm. 417 ; 30 L. J. Ch. 785; 7 Jur. N. S. 1045; 9 W. E. 686; 4 L. T. 610; 25 J. P. 805, cited ante, p. 19. A society may lend its surplus funds on real security to persons not members of the society {Cuthill y. Kingdom, 1 Ex. 494; 17 L. J. Ex. 177); and of course may advance money on mortgage to one of its own members {Morrison v. Glover, 4Ex. 430; 19 L.J. Ex. 20; 14L. T. (O. S.) 204 ; 14J. P. 84). Where the directors of a building society had deposited m.onej- of the society with a finance comi^any in a manner not authorized by the rules, the Court held that it was trust 66 The Buildikg Societies Act, 1836. Sect. 4. mouoy in the hands of the company and might be recovered — ■ accordingly [Ilardyv. Metropolitan Land & Finance Co., 7 Ch. 427 ; 41 L. J. Ch. 257 ; 20 W. E. 425 ; 26 L. T. 407) ; see also Re Coltman, 19 Ch. D. 64; 51 L. J. Ch. 3; 30 W. E. 342 ; 45 L. T. 392, cited infra, p. 120. Treasurers, 14. "And be it further enacted, that every person who der ac-^*^"' ^^^^^ have, or receive any part of the monies, effects, or funds , counts, and of or belonging to any such society, or shall in any manner bahinces ^^'^^ been or shall be entrvistod -with the disposal, manage- &c. ; ment, or custody thereof, or of any securities, books, papers or property relating to the same, his or her executors, ad- ministrators and assigns respectively, shall, upon demand made, or notice in writing given or left at the last or usual place of residence of such persons, in pursuance of any order of such society, or committee to be appointed as aforesaid for that purpose, give in his or her account at the usual meeting of such society, or to such committee thereof as aforesaid, to be examined and allowed or disallowed by such society or committee thereof, and shall, on the like demand or notice, pay over all the monies remaining in his or her hands, and assign and transfer or deliver all securities and effects, books, papers, and projierty, taken or standing in his or her name as aforesaid, or being in his or her hands or custody, to the treasurer or trustee for the time being, or to such other person as such society or committee thereof and in case shall appoint ; and in case of any neglect or refusal to deliver of neglect, g^^^^j^ account, or to pay over such monies, or to assign, trans- application . ' . . may bo fer or deliver such securities and effects, books, papers and made to property, in manner aforesaid, it shall and maj^ be lawful to of Exche- and for every such society, in the name of the treasurer or quer, &c. trustee or other principal officer thereof, as the case may be, to exhibit a petition in the Court of Exchequer in EiKjJand or Ireland, or in the Court of Session in Scotland, or the Courts of Great Sessions in Wales respectivehj, who shall and may proceed thereupon in a summary way, and make such order therein, upon hearing all jjarties concerned, as to such Court in their discretion shall seem just, which order shall be final 6 & 7 Will. 4, c. 32. 57 and conclusive ; and all assignments, sales, and transfers Sect. 4. made in pursuance of such order shall be good and effectual in law to all intents and purposes wliatsoeYer." See Re Heanor Friendly Society, 1 Beav. 508 ; Re Lord Hill Friendly Society, 2 J. P. 84. The jurisdiction of the Court of Exchequer is now trans- ferred to the High Court of Justice (Jud. Act, 1873, s. 16). 15. " And be it further enacted, that when and so often as Where any person seised or possessed of any lands, tenements, or trustees, hereditaments, or other property, or any estate or interest of jurisdic- therein, as a trustee of any such society, shall be out of the t^'^'^ ° ., 1 11 1 A /• Court, or it jurisdiction of or not amenable to the process of the Court of te uncer- Exchequer in England or Ireland, or the Court of Session in ^^}^^, r, n^ 7 1 11 -L whether Scotland, or of the Court of Great Sessions in 11 ales, or shall be they are idiot, lunatic, or of unsound mind, or it shall be unknown or alive, or uncertain whether he or she be living or dead, or such per- to convey, son shall refuse to convey or otherwise assure such lands, &°-' Coiut tenements, hereditaments, or property, or estate or interest, „^qj. ^^y to the person duly nominated as trustee of such society in appoint a their stead, either alone or together with any continuing couvey. trustee, as occasion shall require, then and in every or any such case it shall be lawful for the judges of the said Courts resj)ectively to appoint such person, as to such Court shall seem meet, on behalf and in the name of the person seised or possessed as aforesaid, to convey, surrender, release, as- sign, or otherwise assure the said lands, tenements, heredita- ments, or property, or estate or interest, to such trustee so duly nominated as aforesaid ; and every such conveyance, release, surrender, assignment, or assurance shall be as valid and effectual to all intents and purposes as if the person being out of the jurisdiction or not amenable to the process of the said Courts, or not known to be alive, or having re- fused, or as if the person being idiot, lunatic, or of unsound mind, had been at the time of the execution thereof of sane mind, memory, and understanding, and had by himself or herself executed the same." See Ex parte Armstrong and Shallcross, 16 Sim. 296 ; Re Eclipse Mutual Benefit Association, 23 L. J. Ch. 280 ; Kay. d5 ^cS The Building Societies Act, 183G. gect. 4. App. XXX. ; 2 Eq. Eop. 318. As to tlie Court of Exchc- quer, sec Jutl. Act, 1873, s. IG. "Wlipn 16, " And bo it further enacted, that when and as often as shall be ^^ shall happen that all and every person in whoso name any absent, &c. part of the several stocks, annuities and funds transferable, may order ^^ which hereafter shall be naade transferable at the Bank of stock to be England, or in the books of the Governor and Company of the am? divT-*^ Bank of England, is, are, or shall bo standing as a trustee of ilcndspaid. any such society, shall bo absent, out of the jurisdiction or not amenable to the process of the said Court of Exchequer in EnyJand or Ireland, or the Court of Session in Scotland, or the Courts of Great Session in Wales, or shall be a bankrupt, insolvent or lunatic, or it shall be uncertain or unknown whether such trustee is living or dead, that then and in such case it shall and may be lawful to and for the judges of the said Courts respectively to order and direct that the account- ant general, or the secretary or deputy secretary, or other proper ofHcer for the time being of the Governor and Com- pany of the Bank of England, do transfer in the book of the said company such stock, annuities or funds standing as aforesaid, to and into the name of such person as such society may ajDpoint, and also pay over to such person as aforesaid the dividends of such stock, annuities or funds; and when and as often as it shall hapjjcn that one or more only, and not all or both of such trustees as aforesaid, shall be so absent, or not amenable to such process as aforesaid, or a bankrupt, insolvent or lunatic, or it be uncertain or unknown whether any one or more of such trustees is or are living or dead, that then, and in all and every such last-mentioned case and cases, it shall and may be lawful to and for the judges of the said courts re- spective!}' to order and direct that the other and others of such trustees who shall be forthcoming and ready and qualified to act do transfer such stock, annuities or funds to and into the name of such person as aforesaid, and also that such forthcoming trustee do also receive and pay over the dividends of such stock, anniiities or funds as such society shall direct ; and that all such transfers and payments so 6 & 7 Will. 4, c. 32. 59 made shall be and are hereby declared to be valid and effec- Sect. 4. tual to all intents and purposes -wbatsoever, any former statute, law, usage or custom to tbe contrary thereof in any- wise notwithstanding." See note to sect. 14. 17. "And be* further enacted, that no fee, reward, emolu- * Sic. m.ent or gratuity whatsoever shall be demanded, taken or N'o fee to received by any officer or minister of such Courts for any ^^^ ^^^^ matter or thing done in such Courts in pursuance of this proceeding Act ; and that upon the presenting of any such petition it Q^m-^g ^(, shall be lawful for the judges of the said Courts respectively to assign counsel learned in the law, and to appoint a clerk or practitioner of such Court, to advise and carry on such peti- tion on the behalf of such society, who are hereby resj)ectively required to do their duties therein without fee or reward." 18. " Provided always, and be it further enacted, that in Who shall all cases in which orders shall be made by any of the Courts ^® named aforesaid for the transfer of stocks or funds transferable at orders of the Bank of England the persons to be named in such orders t.^*^ Coui-t respectively for making such transfers shall be the secretary, transfers. ° deputy secretary or accountant general of the Governor and Company of the Bank of England for the time being, or one of them, except in cases where one or more of the trustees in whose name such stocks or funds shall stand shall be ordered to transfer the same without the concurrence of any other or others of such trustees, anything herein contained to the contrary thereof in anj^-ise notwithstanding." 19. " And be it further enacted, that this Act shall be and Act to be is hereby declared to be a full and complete indemnity and '''^ I'l'^^^S' discharge to the Governor and Company of the Bank of Bank. England, and their officers and servants, for all acts and things done or permitted to be done pursuant thereto, and that such acts and things shall not be questioned or im- peached in any court of law or equity to their prejudice or detriment." Sect. 20 was repealed by sect. 1 of the Act 4 & 5 Will. 4, Sect. 20. 00 The Building Societies Act, 1836. Sect. 4. c. 40, the twelfth section of which contains a more compre- hensive provision to the same effect; sec this section, j^ost, p. 88. Effects of 21. "And be it further enacted, that all real and heritable bTv^ested ° propertj', monies, goods, chattels, and effects whatever, and in the all titles, securities for money, or other obligatory instru- treasurorT "^^^^^ ^^^ evidences or muniments, and all other effects for the whatever, and all rights or claims belonging to or had by time bemg, gyg]^ societv, shall be vested in the treasurer or trustee of who may . " bring and such society for the time being, for the use and benefit of defend such society and the respective members thereof, their re- actions,&c. . •' \ . . ,. , . spective executors or administrators, according to their respective claims and interests, and after the death or re- moval of any treasurer or trustee shall vest in the succeed- ing treasurer or trustee, for the same estate and interest as the former treasurer or trustee had therein, and subject to the same trusts, without any assignment or conveyance whatever, except the transfer of stocks and securities in the public funds of Great Britain and Ireland, and also shall, for all purposes of action or suit, as well criminal as civil, in law or in equity, in anywise touching or concerning the same, be deemed and taken to be, and shall in every such proceeding (where necessary) be stated to be, the property of the person appointed to the office of treasurer or trustee of such society for the time being, in his or her proper name, without further description ; and such person shall and he or she is hereby respectively authorized to bring or defend, or cause to be brought or defended, any action, suit, or pro- secution, criminal as well as civil, in law or in equity, touch- ing or concerning the property, right, or claim aforesaid of or belonging to or had by such society ; provided such person shall have been thereunto duly authorized by the consent of the majority of members present at any meeting of the society or committee thereof, and such person so appointed shall and may, in all cases concerning the property, right, or claim aforesaid of such society, sue and be sued, plead and be impleaded, in his or her proper name, as treasurer or trustee of such society, without other description ; and no such suit. surer or trustee." 6 & 7 Will. 4, c. 32. 61 action, or prosecution shall be discontinued or abate by tbe Sect. 4. death, of such, person, or his or her removal from the office of treasurer or trustee, but the same shall and may be pro- ceeded in by the succeeding treasurer or trustee in the proper name of the person commencing the same, any law, usage, or custom to the contrary notwithstanding ; and such suc- ceeding treasui-er or trustee shall pay or receive like costs as if the action or suit had been commenced in his or her name, for the benefit of or to bo reimbursed from the funds of such society." The words "treasurer or trustee" include treasurers or "Xrea- trustees ; see sect. 38 of the Act, j^ost, p. 82. Probably the true construction of this section is that secu- rities taken in the name of the treasurer vest in his successors, and if taken in the name of the trustee or trustees vest in the succeeding trustee or trustees {Morrison v. Glover, 4 Ex. p. 443, per Alderson, B.). The trustees for the time being can sue on securities given to their predecessors even in a case where the rules of the society provide that on the removal of a trustee he shall assign all securities to the succeeding trustees, and no such assignment has been made {Morrison v. Glover, 4 Ex. 430 ; 19 L. J. Ex. 20; 14 L. T. (0. S.) 204 ; 14 J. P. 84 ; and see Cartridge v. Griffiths, 1 B. & Aid. 57). In Walker Y. Giles, 6 C. B. 662; 18 L. J. C. P. 323; 13 Jur. 588; 13 L. T. (O. S.) 209, one of two trustees resigned and another was appointed in his stead. A question having arisen as to the effect of this appointment, Maule, J., said : — " The effect of the 21st section of the 10 Geo. 4, c. 58, as it seems to me, is, to make the continuing and the new trustees joint tenants. It operates as a new apjoointment of all" (6 C. B. p. 692). Where, however, the amended rules of a society directed that three trustees should be appointed, of whom one should be treasurer, in whose names the funds of the society should be invested, and three trustees were appointed but a fourth person was appointed treasurer, the Court held that these three trustees could not sue the former treasurer for a balance in his hands on account of the society {Dewhurst v. 02 The Building Societies Act, 1836. Sect. 4. Clarkson, 3 E. & B. 194 ; 23 L. J. Q. B. 247 ; 2 C. L. E. 1143; 18 Jur. G93; 23 L. T. (0. S.) 109; 18 J. P. 535). Personal As to the personal liability of a trustee or treasurer against trustees. 'svlaom an action is brought, see Wormwell v. Hailstone, 4 M. & P. 512 ; G Bing. G68 ; IIarrison\. Timmins, 4 M. & W. 510 ; and sec further as to the liability of trustees, sect. 22 and note thereto. The provision in sect. 21 that the trustee may sue and be sued relates "only to the form of suing or being sued {Price V. Taylor, 5 II. & N. p. 544, ^jer Wilde, B.). Limitation 22, " And bo it further enacted, that the treasurer or sibluty^of" ti'iistee, or any other officer of any society established under treasurers the authority of this Act, shall not be liable to make or trus ee?. g^^^ jjj^y deficiency which may arise in the funds of such society, unless such persons shall have respectively declared by writing under their hands, deposited and registered in like manner with the rules of such society, that they are willing so to be answerable ; and it shall be lawful for each of such persons, or for such persons collectively, to limit his, her, or their responsibility to such sum as shall be specified Treasurer, {^ any such instrument or writing : provided always, that for money ^^^ ^^^^ treasurer, trustee, and every other the officer of any actually such society, shall be and they are hereby declared to be personally responsible and liable for all monies actually re- ceived by him, her, or them on account of or to and for the use of the said society." Liability This section does not increase the liability of the treasurer of olficers q£ g^ building society beyond that of a bailee, in respect of the loss of money immediately after its receipt. Thus, where an action was brought against a guarantee association to make good a sum of ITOZ. which a treasurer, for whom they were sureties, had received, and of which he had been imme- diately robbed, the Court held that they were not liable. Lord Campbell, C. J., in delivering judgment, said: "This plea (found to be true) alleges a loss of the monies by irresis- tihle violence ; and the general doctrine is not denied, that if the subject-matter bailed be lost by vis major, which we translate irresistible violence, the bailee is discharged. If J. Jones, the principal, was guilty of no default, the defen- 6 & 7 Will. 4, c. 32. 63 dants, as Ms sureties, cannot he liable. Eeliance, liowever, Esct. 4. is placed on the 6 & 7 Will. 4, c. 32, s. 4, and the 10 Geo. 4, 0. 56, s. 20,* by wHcb. it is said that as soon as the treasurer Q;/. 22. of such a society receiyes any money on account of the society, he, eo instanti, becomes a debtor to the society : so that payment alone can discharge him from his liability. But we think this must be confined to such monies received by him as he might use as his own, he being at liberty to pay the debt with other monies. He cannot, in respect of one receij^t by him as treasurer, be considered at the same time as bailee of specific, ear-marked monies, and a debtor to the same amount, with the j)ower of discharging his engagement by payment of an equivalent sum from any source, or in any denomination of coin, or in any paper securities which pass as cash. According to the averment in this declaration, J. Jones was undoubtedly bailee of the 170?., and, therefore, he was not a debtor to that amount. As bailee, the true relation in which he stood to the society, he was discharged by the rob- bery. If this were not so, his liability would be greater than that of a common carrier ; for he would not even be discharged by the act of God or of the Queen's enemies ; and indeed Mr. Knowles was driven to contend that if while carrying to the bankers a bag of gold representing the 170Z. within a few minutes after receiving it an earthquake had swallowed it up, he still would have been debtor to the society for the amount. But we are of opinion that the statutes relied upon were not intended to cast such an extraordinary liability tipon an officer of such a society or upon his sui'eties" {JValLer v. The British Guarantee Association, 21 L. J. Q. B. 257 ; 16 Jur. 885; 19 L. T. (0. S.) 87 ; 16 J. P. 582). In Grimes v. Harrison, 26 Beav. 435 ; 28 L. J. Ch. 823 ; Trustees 5 Jut. N. S. 528; 33 L. T. (O. S.) 115; 23 J. P. 421, the ^^cting directors of a building society misapj^lied 800?. , part of the terially funds of the society. The cheques for this sum were signed °?^y ^°*' by the trustees, but as they had acted only ministerially and by the order of the directors the Court held that they were not liable, notwithstanding there was some informality in the authority given to them by the directors. As the trustees, however, instead of simply relying upon their position as G4 The Bdildixg Societies Act, 1836. Sect. 4. Liability on bills or notes. Price V. Taijlur. mere servants of the directors, took uiion themselves to ■ defend and support the transactions in question, they got no costs. But •where two members of a building society, acting as trustees pro hdc vice and not being the general trustees of the society, concurred in a transaction which was ultra vires and not acqiiiesced in by all the members, and in the course of it entered into personal covenants for the payment of money under which they were subsequently made liable, it was held that they could not compel contribution among the shareholders to recoup their loss (^e Kent Benefit Building Society, 1 Dr. & S. 417; 30 L. J. Ch. 785; 7 Jur. N. S. 1045 ; 9 W. E. 68G ; 25 J. P. 805 ; 4 L. T. 610). The deci- sion would no doubt have been the same had they been the general trustees of the society. Where a bill or note is drawn by a trustee or other official of a building society he must be careful, if ho mean to exempt himself from personal responsibility, to use clear and explicit words to show that intention ; the mere addition to his name of the word "trustee" or "socretarj'" will not suffice. In Price v. Taylor, 5 H. & N. 540 ; 29 L. J. Ex. 331 ; 6 Jur. N. S. 402 ; 8 W. E. 419 ; 2 L. T. 221 ; 24 J. P. 470, a promissory note was made in the following form : — "Midland Counties Building Society, Xo. 3. " Birmingham, March 12th, 1858. ' ' Two months after demand in writing we promise to pay to Mr. Thomas Price the sum of lOOZ., with interest after the rate of six pounds per centum per annum, for value received. "£100. "W. E. Heath, ) "JonNTAYLOii.r'""^'^^^' "W. D.Fisher, Secretary." On an action being brought on the note against Tajdor and Fisher the Court held that the parties who had signed the note were personally liable upon it, and that the right of the holder to sue them was not affected by the 6 & 7 "Will. 4, c. 32, and the 10 Geo. 4, c. 56, s. 21. 6 & 7 Will. 4, c. 32. 65 In Allan v. Miller, 22 L. T. 825, a promissory note "n-as Sect. 4. made in the following form : — "£200. " Gateshead, Oct. 18, 1864. ^S.'r.^" "On demand we promise to pay Mr. James Allan 200Z., value received for the Second Gateshead Provident Benefit Building Society, and interest thereon at 5 per cent. ])er annum, payable half-yearly. " George Miller, \ " C. D. Garbutt, [ Trustees. " JouN Xeddle, ) " TnoMAS Xeilson', Secretary." The Court held that the case was not substantially different from Price v. Taylor, and that the defendants were per- sonally liable. In Bottomley v. Fisher, 1 H. & C. 211 ; 31 L. J. Ex. 417 ; Bottomhi/ 10 W. R. 669 ; 6 L. T. 688 ; 27 J. P. 23, a promissory note ^'- ^'^^^>'«^- was made in the following form : — " Midland Counties Building Society, No. 3. "Birmingham, 1st Sept., 1856. " One month after demand, we jointly and severally pro- mise to pay to Mr. John Bottomley the sum of one hundred and twenty pounds, with interest thereon after the rate of six pounds per cent, per annum (payable half-yearly), for value received. " W. R. Heath, "S.B. Smith, j ^"'^c^''^^- " W. D. Fisher, Secretary.'" An action was brought on this note against Fisher alone. Held, that he was personally liable. See further as to the liability of trustees and directors on bills and notes, Lindley on Partnership, Vol. I., p. ^^Qetseq. 4th ed. The directors of a building society are liable to pay for Work done work done by order of the secretary if there is evidence to for society- satisfy the jury that the secretary was the general agent of order of the directors, even though the work was not ordered at a t^^^ secre- board meeting {AUard v. Bourne, 15 C. B. N. S. 468; 3 N. R. 42). In a recent case the secretary of a building society employed Liability of a private clerk who assisted him in transacting the business secretary 60 The Building Societies Act, 183G. Sect. 4. for the acts of his clerk. Purchase by oiScer of societv. Allow iug commis- sion. Payment to persons appearing to be next of kin declared valid. Por pay- ment oi sums not exceeding 20^. ■\vlicro members die intes- tate. of the society. Tlio directors from time to time with the knowledge and assent of the secretary handed cheques to this clerk for the jiurposo of being paid to withdrawing members, though according to the rules the directors ought themselves to have paid the cheques to the withdrawing members direct. The clerk misappropriated the cheques ; held, upon the society being wound up, that the secretary was liable to make good the sums so misappropriated {Ex parte James, 48 J. P. 54). An officer of the society, employed about a sale of proiwrty mortgaged to the society and sold under the power of sale, is disabled from purchasing ; see Martinson v. Clowes, cited ajite, p. 43. It is not uncommon for the directors of a building society to allow a commission to any of their number who introduce business to the society. It is conceived that this is illegal, as being a breach of the rule that a trustee may not make a profit out of his trust. 23. " And be it further enacted, that whenever the tx'ust- ces of any society established under this Act, at any time after the decease of any member, have j^aid and divided any sum of money to or amongst any person or persons who shall at the time of such payment appear to such trustees to be entitled to the effects of any deceased inte.state member, the pajTnent of any such sum or sums of money shall be valid and effectual with respect to any demand of any other person or persons as next of kin of such deceased intestate member, or as the lawful representative or representatives of such member, against the funds of such society or against the trustees thereof; but nevertheless such next of kin or representatives shall have remedy for such money so paid as aforesaid against the person or persons who shall have re- ceived the same." 24. "And be it further enacted, that in case any mem- ber of any society shall die, who shall be entitled to any sum not exceeding twenty pounds, it shall be lawful for the trustees or treasurer of such society, and they are hereby authorized and permitted, if such trustees or trea- surer shall be satisfied that no will was made and left by such deceased member, and that no letters of administration 6 & 7 Will. 4, c. 32. C7 or confirmation will be taken out, of the funds, goods, and Sect. 4. chattels of such depositor, to pay the same at any time after the decease of such member according to the rules and regulations of the said institution, and in the event of there being no rules and regulations made in that behalf, then the said trustees or treasurer are hereby authorized and per- mitted to pay and divide the same to and amongst the person or persons entitled to the effects of the deceased intestate, and that without administration in England or Ireland, and without confirmation in Scotland." 25. "And be it further enacted, that for the more effec- Justices tually preventing fraud and imposition on the funds of such ^^^^ ^^^ societies, if any ofEcer, member, or any other person being fraud, and or representing himself or herself to be a member of such P^^^^'^ py . ° . . . . tine or un- society, or the nominee, executor, administrator, or assignee prisou- of any member of such society, or any other person what- ^'^^t. ever, shall in or by any false representation or imposition fraudulently obtain possession of the monies of such society or any part thereof, or, having in his or her possession any sum of monej' belonging to such society, shall fraudulently with- hold the same, and for which ofience no especial provision is made in the rules of such society, it shall be lawful for any one justice of the peace residing within the county within which such society shall be held, upon complaint made on oath or affirmation by an officer of such society appointed for that purpose, to summon such person against whom such complaint shall be made to apipear at a time and place to be named in such summons ; and upon his or her appearance, or, in default thereof, upon due proof, upon oath or affirma- tion of the service of such summons, it shall and may be lawful for any two justices residing within the county afore- said to hear and determine the said complaint according to the rules of the said societj', confirmed as directed by this Act; and upon due proof of such fraud the said justices shall convict the said party, and award double the amount of the money so fraudulently obtained or withheld to be paid to the treasurer, to be applied by him to the purposes of the society so proved to have been imposed upon and defrauded, together with such costs as shall bo awarded by the said 68 The Building Societies Act, 1836. Seel. 4, justices, not exceeding the sum of ten shillings ; and in case such person against •whom such complaint shall bo made shall not pay the sum of money so awarded to the person and at the time specified in the said order, such justices are hereby required, by warrant under their hands and seals, to cause the same to be levied by distress and sale of the goods of such person on whom such order shall have been made, or by other legal proceeding, together with such costs as shall be awarded by the said justices, not exceeding the sum of ten shillings, and also the costs and charges attending such distress and sale or other legal proceeding, returning the overplus (if any) to the owner ; and, in default of such dis- tress being found, the said justices of the peace shall commit such person so iM'oved to have offended to the common gaol or house of correction, there to be kept to hard labour for such a period, not exceeding three calendar months, as to them shall seem fit : provided nevertheless, that nothing herein contained shall prevent the said society from proceed- ing by indictment or complaint against the party comi:)lained of ; and provided also, that no party shall be proceeded against by indictment or complaint, if a previous conviction has been obtained for the same offence under the provisions of this Act." The words in italics are repealed by 4 & o Will. 4, c. 40, s. 3. Sect. 2G. Sect. 26 related to the proceedings necessary for the disso- lution of a society. It does not seem to be applicable to building societies. Rules to be 27. "Provided always, and be it further enacted, that pro- directin"- "vision shall be made by one or more of the rules of every such how dis- society, to he confirmed as required by this Act, specifying bo s^e\tled whether a reference of every matter in dispute between any such society, or any person acting under them, and any indi- vidual member thereof, or person claiming on account of any member, shall bo made to such of his Majesty's justices of the peace as may act in and for the county in which such society may be formed, or to arbitrators to be appointed in Appoint- manner hereinafter directed ; and if the matter so in dispute ment of sball be referred to arbitration, certain arbitrators shall be arbitrators. I 6 & 7 Will. 4, c. 32. 69 named and elected at the first meeting of such society, or Sect. 4. general committee thereof, that shall be held after the enrol- ' ment of its rules, none of the said arbitrators being benefi- cially interested, directly or indirectly, in the funds of the said society, of whom a certain number, not less than three, shall be chosen by ballot in each such case of dispute, the number of the said arbitrators and mode of ballot being determined by the rules of each society respectively; the names of such arbitrators shall be duly entered in the book of the said society in which the rules are entered as afore- said ; * and in case of the death, or refusal or neglect of any * See s. 7, or all of the said arbitrators to act, it shall and may be law- '^"^'^' !•*• '*^- ful to and for the said society, or general committee thereof, and they are hereby required, at their next meeting, to name and elect one or more arbitrator or arbitrators as aforesaid to act in the place of the said arbitrator or arbitrators so dying or refusing or neglecting to act as aforesaid ; and whatever award shall be made by the said arbitrators, or the major part of them, according to the true purport and meaning of the rules of such society, confirmed hy the justices according to the directions of this Act, shall be in the form to this Act annexed, and shall be binding and conclusive on all parties, and shall be final, to all intents and purposes, without ajjpeal, or being subject to the control of one or more justices of the peace, and shall not be removed or removable into any Court of law, or restrained or restrainable by the injunction of any Court of equity ; and should either of the said parties in dis- Justices pute refuse or neglect to comply with or conform to the deci- ? ^^' sion of the said arbitrators, or the major part of them, it shall pliauce and may be lawful for any one justice of the peace residing ■"'^*^^.^^'^ „ within the county within which such society shall be held, arbitrators. upon good and sufficient proof being adduced before him of such award having been made, and of the refusal of the party to comply therewith, upon complaint made by or on behalf of the party aggrieved, to summon the person against whom such complaint shall be made to appear at a time and place to be named in such summons ; and upon his or her appear- ance, or in default thereof, upon duo jiroof, ujion oath, of the service of such summons, any two justices of the peace may 70 The Building Societies Act, 1836. Sect. 4. proceed to make sucli order thereupon as to tliem may seem just; and if the sum of money so awarded, together with a sum for costs not exceeding the sum of ten shillings, as to such justices shall seem meet, shall not bo immediately paid, then such justices shall, by warrant under their hands and seals, cause such sum and costs as aforesaid to be levied by distress or by distress and sale of the monies, goods, chattels, seciirities, and effects belonging to the said party or to the said society, or other legal jiroceeding, together with all further costs and charges attending such distress and sale or other legal pro- ceeding, returning the overplus (if any) to the said party, or to the said society, or to one of the treasurers or trustees thereof ; and in default of such distress being found or such other legal proceeding being ineffectual, then to be levied by distress and sale of the proper goods of the said party or of the officer of the said society so neglecting or refusing as aforesaid, by other legal proceedings, together with such further costs and charges as aforesaid, returning the over- plus (if any) to the owner : provided always, that whatever sums shall bo paid by any such officer, so levied on his or her property or goods in pursuance of the award of arbi- trators or order of any justices, shall be repaid, with all damages accruing to him or her, by and out of the monies belonging to such society, or out of the first monies which shall be thereafter received by such society." The words in italics were repealed hy sect. 3 of the Acb 4 & 5 Will. 4, c. 40. Disputes The statutory provisions now in force relating to the settlo- must bo ment of disputes between an unincorporated society and its rcf crrGQ. to a •/ arbitrators members may be shortly stated as follows : — or justices: j. The rules of every society must direct whether disputes arc to bo referred to arbitrators or to justices (sect. 27). 1. To arbi- -■ If they direct a reference to arbitration the arbitrators trators. must bo chosen in the manner pointed out in the above sec- tion; and their award, which must bo in a prescribed form, is final (sect. 27). 3. The award may be enforced by two justices in the manner above mentioned (sect. 27) ; and their order is final (sect. 29). 4. If either partj' declines to arbitrate, or the arbitrators 6 & 7 Will. 4, c. 32. 71 fail to make an award, the county court judge may decide Sest. 4. the dispute (Building Societies Act, 1874, s. 35), and his de- cision is final [ibid. s. 36). 5. If the rules direct a reference to justices the county 2. To jus - court judge may determine the dispute (Building Societies ^°®^* Act, 1874, s. 3o (2) ), and his determination -will be final {ibid. s. 36) ; but he may state a case for the opinion of the High Court and may grant discovery {ibid.). There has been some difference of opinion as to what is a What is a " dispute " -within the meaning of these statutory provisions ; -^^ithi^the but it may, it is conceived, be taken to be now settled that Acts, the parties will not be compelled to arbitrate, and so deprived of their ordinary right to have recourse to a Court of law, except in a case where the dispute is — (1) between the society and one of its members simjyiy qua member; and (2) of such a character that the machinery provided by the Acts is adequate to its complete settlement. To this it may be added, that where arbitration is the proper course either party can insist on its being adopted, and that when the relation of mortgagor and mortgagee has once been created between a member and the society the provisions as to arbitration no longer apply. " When you come to look into the authorities which were Mulkern v. cited, they amount to this, that where the case went beyond Lord. the internal arrangements of the society, and introduced something which might be within their functions in the ordinary course of their business but yet still outside the whole scheme and scope of the society itself, then a person who had a much larger interest than any of those contem- plated among the ordinary members could not be deprived of recourse to the ordinary tribunals of the land. And more especially he could not be so deprived in regard to mort- gages, where, as in this case, possession was taken, where there was a question as to account against mortgagees for wilful default, and where there was an account also for outlay and expenditure on the mortgaged premises by the mortgagees, and where certain other questions had arisen which could not be properly sifted unless you go to the proper Court, which has all the means and the powers of sifting and dealing with them. I think therefore, my Lords, T2 The Building Societies Act, 1836. Sect. 4. ■when you see wliat the real nature of the case is, there " cannot bo a doubt that this tribunal fell short of the require- ments of the case, and that the party who sought to have a decree for account and redemption was entitled to it" {Mul- kern v. Lord, 4 App. Cas. p. 192, per Lord Hathcrley). And in the same case Lord O'Uagan in the course of his speech said: — "This being the nature of the transaction, what is the machinery which the appellants seek to apply to it ? That which manifestly was intended to deal with small affairs amongst humble people, and with simjilo controversies easily brought to a short and iinal issue. It aimed to secure mutual assistance to the working classes, in circumstances of difficulty, and to settle their ordinary disputes and enforce their limited demands, at the least expense and in the promptest way. It contemplated the daily dealing of the members one with another, and was in no way adopted to the arrangement of considerable claims and the solution of doubtful questions." Where an In the following cases it was held that an action or suit was not a^' ^ ^^^ proper method of deciding the matter in dispute, and that reference the parties could not be compelled to arbitrate : — Mulkern v. J°t^^^-. Zo?-cZ,4App.Cas.l82; 48 L. J.Ch. 745 ; 27W.E.510; 40L.T. tratiou, IS ' ^ ^ ' the proper 594 ; 43 J. P. 492, which was an action by an advanced member remedy. against the trustees, who were mortgagees in possession under mortgages amounting to upwards of 16,000Z., for an account and general relief, the rules simply directing that disputes between a member and the society should be referred to arbitration pursuant to the 10 Geo. 4, c. 56 : Morrison v. Olover, 4 Ex. 430; 19 L. J. Ex. 20 ; 14 L. T. (0. S.) 204; 14 J. P. 84, which is indistinguishable from MuUcern v. Lord ; and see Doe dem. Morrison v. Olover, 15 Q. B. 103; 15 L. T. (0. S.) Ill, between the same parties : Farmer v. Giles, 5H. & N. 753 ; 30 L. J. Ex. 65 ; 8 W. R. 649 ; 2 L. T. 387 ; 24 J. P. 603, an action against a member on a covenant in a mortgage deed for pajTnent of the subscriptions and interest payable on his shares : Cuthill y. Kingdom, 1 Ex. 494 ; 17 L. J. Ex. 177, also an action on a covenant in a mortgage, but the question in this case was decided on the construction of a particular rule of the society : Fleming v. Self, 3 De G. M. & 6 & 7 Will. 4, c. 32. 78 G. 997 ; 24 L. J. Ch. 29 ; 1 Jur. N. S. 25 ; 3 Eq. Rep. 14 ; 3 Sect. 4. W. E. 89; 24 L. T. (O. S.) 101 ; 18 J. P. 772, a redemption suit : Prentice v. London, L. E. 10 C. P. 679 ; 44 L. J. C. P. 353; 33 L. T. 251; 39 J. P. 711, where tlie real ques- tion was whetlier the plaintii?, who claimed as transferee of certain shares which the trustees had cancelled, was a member of the society at all : Smith v. Lloyd, 26 Beav. 507, a suit by an unadvanced withdrawing member for an account and payment of what should be found due : Douhleday v. Hosking, 15 Eq. 344, ??., a similar case to Smith v. Lloyd: and see Harmer v. Gooding, 3 De Gr. & Sm. 407 ; 13 Jur. 400; 13 L. T. (O. S.) 134, where the suit was stopped by a demurrer for want of parties and not afterwards proceeded with. In R. V. Trafford, 4 El. & Bl. 122 ; 24 L. J. M. C. 20 ; 1 Jur. N. S. 252 ; 24 L. T. (0. S.) 308 ; 19 J. P. 6, a dispute arose between "the society and a withdrawing member as to the terms on which he was entitled to redeem a mortgage. The society refused to refer the dispute to arbitration, and two justices therefore made an order under 4 & 5 Will. 4, c. 40, s. 7. Held, that they had no jurisdiction, the disj)ute having arisen not solely from the relation of member and society but from that of mortgagor and mortgagee. On the other hand where a member withdrew from the Where society; and on the trustees refusing to pay him the value of reference his shares brought an action against them for the amount, it tration is was held that the Court had no jurisdiction (^Ex parte Payne, tlie proper 5 D. & L. 679; 18 L. J. Q. B. 197; 13 Jur. 634); and see ''''°''"^^'' Crisp V. Bunbury, 8 Bing. 394 ; 1 M. & Sc. 646 ; Timms v. Williams, 3 Q. B. 413; 11 L. J. Q. B. 210. To the same effect are Huckle v. Wilson, 2 C. P. D. 410 ; 26 W. E. 98, and Johnson v. Altrincham Permanent Benefit Building Society, 49 L. T. 568 ; 48 J. P. 24; and the fact that a notice of with- drawal has been given and assented to by the trustees does not prevent the application of a rule providing for arbitration {Wright v. Deeley, 4 H. & C. 209; 30 J. P. 631; W. N. (1866), 74 ; Huckle v. Wilson) ; the person who withdraws being treated as a member, for the purpose of arbitration, until his rights are determined {Armitage v. Walker, 2 K. & J. W. B 74 The Building Societies Act, 1836. Sect. 4. p. 222; 2 Jur. N. S. 13; 2G L. T. (0. S.) 182; 20 J. P. 53, per Wood, V.-C). Thompson In Thompson \. Planet Benefit Building Society, 15 Eq. 333; V. nanet 42 L. J. Ch. 364 ; 21 W. E. 474 ; 28 L. T. 549 ; 37 J. P. Benefit ' ' ' Building 468, a bill was filed by a sbareboldor against the society and liociety. £^g directors, alleging misconduct against the latter. The plaintiff prayed a declaration that be was not bound by certain new rules that bad been passed, and he also prayed the benefit of certain of the original rules and for relief against the directors personally. The bill was demurred to both by the society and the directors, and after full argument it was held by Bacon, V.-C, that the dispute was one for the deci- sion of which arbitrators were the proper authority, and the demurrers were allowed, but, in consideration of the state of the authorities, without costs. His lordship declined to follow Douhleday \. Ilosking, considering the weight of authority was against it ; and ho did not feel himself much bound by Smith v. Lloyd, being of opinion that that case had been decided hj Lord Eomilly under the erroneous idea that the 10 Geo. 4, c. 56 had been repealed. In Trott V. Hughes, 16 L. T. (O. S.) 260, a member who had given notice of withdrawal moved to restrain the directors from parting with the funds of the society, on the ground that he had a primary lien on them for the return of the subscriptions he had paid and that he apprehended a misapplication of the funds by the directors. Lord Cran- worth, V.-C, held that the Court of Chancery was not the proper forum for the decision of such questions in face of a rule referring disputes to the directors, and if their deci- sion was not satisfactory then to arbitration, and refused the motion with costs. Jieeresv. In -Keews v. White, 17 Q. B. 995; 21 L. J. Q. B. 169 ; White. ' 16 Jur. 637; 18 L. T. (0. S.) 271 ; 16 J. P. 118, it was held that the trustees could not suo on covenants in a mortgage made by an advanced member to the society ; but this is clearly not the law now, see Midkern v. Lord and the other cases cited above. A claim by the trustees of a society against the treasurer for money which ho has received and has failed to pay over 6 & 7 Will. 4, c. 32. 75 to them, is not a " dispute " which must be referred to arbi- Sect. 4. tration, and an action will lie for its recovery {Sinden v. ~ Banks, 3 El. & El. 623 ; 30 L. J. Q. B. 102 ; 7 Jur. N. S. 910; 9 W. E. 415 ; 3 L. T. 775 ; S. G. nom. Lindon v. Banks, 25 J. P. 390). For the form of an award sqq post, p. 82. The arbitrators must give notice of their intention to pro- Notice ceed with the reference. Where one of the rules of the "1"^* ^^ given bv society provided that all notices should bo deemed duly arbitrators^ served by posting the same to the members at their last registered address, the Court held that this only related to the ordinary business of the society and did not apply to notices by arbitrators [Hilton v. mil, 9 L. T. 383 ; 27 J. P. 760). The arbitrators may decline to hear counsel {Re Macqueen, 9 0. B. N. S. 793). When the arbitrator has made his award the Court has no Award power to alter it unless there is error on the face of it or it is cannot be- shown to have been corruptly obtained {Armitage v. Walker, tbe Coiirt. 2 K & J. 211 ; 2 Jur. N. S. 13 ; 26 L. T. (O. S.) 182; 20 J. P. 53). A justice is bound to issue his warrant to enforce the per- formance of the award when once made ; he cannot decline to do 80 on the ground that there has been a misapjilication of the funds of the society {Huyhes v. Layton, 33 L. J. M. C. 89 ; 10 Jur. N. S. 513 ; 8. G. nom. R. v. D'Eyncourt, 4 B. & S. 820; 9 L. T. 712; 28 J. P. 116; S. G. nom. Hiujhes v. B'Eyncourt, 3 K E. 420; 12 W. E. 408). As to arbitration in incorporated societies, see post, p. 134. Incor- porated societies. 28. " And be it further enacted, that if by the rules of any Reference such society it is directed that any matter in dispute as afore- of disputes said shall bo decided by justices of the peace, it shall and ^^'g-'J'^ ''^ ' may be lawful for any such justice, on complaint being made directed to him of any refusal or neglect to comply with the rules of i-ijes^of such society by any member or officer thereof, to summon the society, the person against whom such complaint shall be made to appear at a time and place to be named in such summons ; and upon his or her appearance, or in default thereof, upon due proof, on oath or affirmation, of the service of such sum- e2 76 The Building Societies Act, 1836. Sect. 4. mons, it shall and may be lawful for any two justices to proceed to hear and dotermiue the said complaint according to the rules of the said society ; and in case the said justices shall adjudge any sum of money to be paid by such person against whom such complaint shall be made, and such person shall not pay such sum of money to the person and at the time specified by such justices, they shall proceed to enforce their award in the manner hereinbefore directed to be used in case of any neglect to comply with the decision of the arbi- trators aj^pointed under the authority of this Act." Where the rules direct disputes to be referred to justices the County Court may determine the matter ; see Building Societies Act, 1874, s. 35 {2), post, p. 139; and see note to sect. 27, ante, p. 70. 29, "And be it further enacted, that every sentence, order, and adjudication of any justices under this Act shall be final and conclusive to all intents and purposes, and shall not be subject to appeal, and shall not be removed or removable into any court of law, or restrained or restrainable by the injunction of any court of equity, and that no suspension, advocation, or reduction shall be competent." Sect. 30, providing that funds might be subscribed into savings banks, was repealed ; see 6 & 7 Will. 4, c. 32, s. 6, jiost, p. 91. Sect. 31. Sect. 31 does not applj' to buikling societies. Ordei's of j ustices to be liiial. Sect. 30. Minors may be members, and have legal authority to act. Married women. 32. " And bo it further enacted, that a minor may become a member of any such society, and shall be empowered to execute all instruments, give all necessary acquittances, and enjoy all the privileges and be liable to all the responsibili- ties appertaining to members of matured age, notwithstand- ing his or her incapacity or disability in law to act for himself or herself: provided always, that such minor be admitted into such society by and with the consent of his or her parents, masters, or guardians." As to married women see the Married Women's Property Act, 1882, 45 & 46 Vict. c. 75, particularly sects. G — 10. 6 & 7 Will. 4, c. 32. 77 An executor became a member of a building society and Sect. 4. mortgaged leaseholds of bis testator to secure an advance, ^xec tors the mortgage deed showing on the face of it that the money was borrowed for executorshii) purposes. Malins, Y.-C. , held that there was no objection to the mortgage except in so far as it purported to be a security not only for repayment of what might become due from the borrower qua executor, but also for any sums which might be due from him individually, if he subscribed for other shares in the society ; this latter clause his lordship considered to be at variance with the rest of the deed and therefore inoperative [Cruikshanh v. Duffin, 13 Eq. 555 ; 41 L. J. Ch. 317 ; 20 W. E. 354 ; 26 L. T. 121 ; 36 J. P. 708). It is not unusual for societies to advance money to executors, but they should exercise some caution in doing so. 33. "And be it further enacted, that the rules of every Societies such society shall provide that the treasurers, trustees, ^^^^^^ make stewards, or other jsrincipal officer thereof shall, once in audits and every year at least, prepare or cause to be prepared a general statements statement of the funds and effects of or belonging to such funds to society, specifying in whose custody or possession the said ^^^ mem- funds or effects shall be then remaining, together with an account of all and every the various sums of money received and expended by or on account of the said society since the publication of the preceding periodical statement ; and every such periodical statement shall be attested by two or more members of such society appointed auditors for that purpose, and shall be countersigned by the secretary or clerk of such society ; and every member shall be entitled to receive from the said society a copy of such periodical statement, on pay- ment of such sum as the rules of such society may require, not exceeding the sum of sixpence." In Holgate v. Shutt, 27 Ch. D. Ill ; 53 L. J. Ch. 774; 32 Audited W. E. 773 ; 51 L. T. 433, one of the rules of the society acoount . '' may be provided that the accounts should be audited every year ' ' by impeached auditors appointed by the society," and that after the °" *^®, ^ ground oi accounts had been audited and signed the treasurer should fraud. not be answerable for mistakes, omissions or errors after- wards proved in the accounts. In an action by members 78 The Building Societies Act, 1836. Sect. 4. against the treasurer the Court held that though the audited accounts must be received as prima facie evidence the rule did not prevent the members from impeaching the accounts on the ground of fraud. The plaintiffs then raised a fui'ther point, viz. that the accounts having been audited by one person only who was not a member of tho society the accoimts were not even j^^i'nd facie evidence for the defen- dant. The Court was of opinion that the accounts had not been audited in accordance with the rules, but held that the defendant was not precluded from showing that the audited account ought to be treated as a settled account upon other grounds {Ilolgate v. Shutt, 28 Ch. D. Ill ; 54 L. J. Ch. 436 ; 51 L. T. G73 ; 49 J. P. 228). In the course of his judgment Frj% L. J., said : — " The 7th rule provides that ' The books of the secretary, vice-president, and treasurer shall be audited every twelve calendar months by auditors appointed by the society, and signed by such auditors to denote their accuracy in the secretary's book.' It aj)pears to me to be plain that the auditors referred to in that passage must be the auditors pointed out by the statute of 10 Geo. 4, that is to say, there must be two auditors for every yearly audit, and those auditors must be members of the society. Now in the present case the audit was for years made by a single person and that person was not a member of the society. It follows, in my judgment, that the audit has not been an audit in accordance with rule 7, or with any other rules of the society. It has been suggested that the general power given to the society of regulating their affairs by a majority covers this case. In my view it cannot override the express provisions of rule 7 and the provisions of the Act of Parliament." Sects. 31— Sects. 34 — 36 do not apply to building societies. 36. Exemption 37. " And be it further enacted, that no copy of rules, dut^s^ ^^^ power, warrant or letter of attorney granted or to be granted by any persons as trustee of any society established under this Act for the transfer of any share in the public funds standing in the name of such trustee, nor anj' receipts given for any dividend in any public stock or fund or interest of exchequer bills, nor anj' receipt, nor any entry in any book 6 et 7 Will. 4, c. ?j2. 79 of receipt, for money deposited in the funds of any such Sect. 4. society, nor for any money received bj' any member, his or ~ her executors or administrators, assigns or attorneys, from the funds of such society, nor any bond nor other security to be given to or on account of any such society, or by the treasurer or trustee or any officer thereof, nor any draft or order, nor any form of assurance, nor any appointment of any agent, nor any certificate or other instrument for the revocation of any such appointment, nor any other instru- ment or document ■whatever required or authorized to be given, issued, signed, made or produced in pursuance of this Act, shall be subject or liable to or charged ydih. any stamp duty or duties -whatsoever." It was decided in Walker v. QiJes, 6 C. B. 662 ; 18 L. J. Stamps on C. P. 323; 13 Jur. 588; 13 L. T. (0. S.) 209, and Barnard mortgages. V. Pilsworth, 6 C. B. 698, n. ; 18 L. J. C. P. 330, n. ; 14 L. T. (0. S.) 132, that mortgages to a building society came •within this section and were exempt from duty; and the same was held in Thorn v. Croft, 3 Eq. 193 ; 36 L. J. Ch. 68; 15 W. E. 54; 15 L. T. 205; 31 J. P. 356, by Wood, V.-C, who extended the decision to the case of mortgages to the society by persons not members of it. The Stamp Act, 1870, 33 & 34 Vict. c. 97, s. 112 (Aug. 10, Stamp Act, 1870), now provides as follows, in substitution for 31 & 32 18''0,s.ll2. Vict. c. 124, s. 11 (July 31, 1868), to the same effect :— " The exemption from stamp duty conferred by the Act of the sixth and seventh years of King William the Fourth, chapter thirty-two, for the regulation of benefit building societies, shall not extend to any mortgage to be made after the passing of this Act, except a mortgage by a member of a benefit building society for securing the repayment to the society of money 7iot exceeding five hundred pounds" In Williams v. Hayward, 22 Boav. 220 ; 25 L. J. Ch. 289; 1 Jul-. N. S. 1128; 26 L. T. (0. S.) 134; 19 J. P. 788, a mortgage to a building society executed before the rules had been certified and , deposited, though this was done subse- quently, was held to be exempt from stamp duty. lu Attorney-General \. Phillips, 2^ L. T. 832; 19 W. E. Keceipt. 1146, a member mortgaged a cottage to the society to secure 80 The Building Societies Act, 1836. Sect. 4. "Bond nor other security." " Draft or order." an advance. The society entered into possession, and re- ceived rent from tlie tenant of the mortgaged premises, for which they gave him a receipt in the following form : — " Temperance Permanent Land and Building Society (en- rolled as The Temperance Permanent Benefit Building Society.) "4, LudgateHill, "No. 26G7. " London, loth Oct., 1870. " Received of Mr. G. C. Knight twelve pounds, rent of premises, Barnhove Cottage, East Moulsey, due at Michael- mas 1870. " For the Trustees of the Society, "£12. " Henry J. Phillips, Secretary." The Court of Exchequer held that this was simply a receipt between landlord and tenant, and was liable to stamp duty. In Re Royal Liver Friendly Society, L. E. 5 Ex. 78 ; S. C. nom. Trustees of The Royal Liver Friendly Society v. Commis- sioners of Inla^id Revenue, 39 L. J. Ex. 37 ; 18 W. E. 349 ; 21 L. T. 721, a case on the construction of the Friendly Societies Act, 1855, s. 37, which is almost identical with the section in the text, except that the words "nor other security " are omitted after the word "bond," — Martin, B., said: — "My impression is that the word ' bond,' which occurs in both the earlier and the present section, refers, not to a loan or invest- ment of the society's funds in or upon bonds, such as the Harbour Bonds of the Mersey Docks, but to bonds given, whether with or without sureties, by clerks, agents to receive money, and others, as security for their duly accounting, or otherwise discharging, the functions of their office. That, I think, also, was the nature of the ' security ' mentioned in the earlier Act [10 Geo. 4, c. 56] ; but a more extensive meaning having been attributed to it, the word was afterwards omitted." Where a building society paid withdrawing members the amounts due to them by drafts to bearer, and made half- yearly payments of interest to members of the society in respect of their shares by similar drafts, both were held liable to stamp duty {Att.-Qen. v. QUinn, L. E. 6 Ex. 193; 6 & 7 Will. 4, c. 32. 81 40 L. J. Ex. 134; 19 W. E. 1027). Kelly, C. B., in deHver- Sect. 4. ing judgment, said : — "The section of tlie Act wHcli is relied on is sect. 37, whicli contains among tlie list of exempted instruments, ' draft or order ; ' it is necessary, therefore, to inquire what sort of drafts and orders are contemplated by the section. They must be drafts or orders ' required or autho- rized to be given, issued, signed, made, or produced, in pur- suance of ' the Act; and I think the words limit the drafts and orders mentioned to such as are drawn by an officer of the society for its purposes, or by a member upon the society, payable to himself only. The rules of the society evidently contemjilate a payment to the member personally, on the production of his pass-book, and after its examination, and not a payment made on the draft of a member at a distance, and perhaps abroad, payable to the bearer, and passing from hand to hand with or without indorsement. Indeed, looking at the facts stated in the case, it may be doubted whether this is really a benefit building society at all ; at all events this is not a transaction falling within the ordinary transac- tions of a building society, but is a transaction between banker and customer. The society has possessed itself of dei)osits amounting to more than one million pounds, which remain in its hands in the ordinary mode of banking busi- ness. A notice is required of a member's intention to with- draw his deposit, but on the expiration of the limited time, the member is entitled to withdraw either his completed share or shares of 301., or the whole or any part of his un- completed shares. This is clearly a banking transaction, and not a transaction within the operations either of a benefit building society or a friendly society, or within the spirit and meaning of 10 Geo. 4, c. 56, or 6 & 7 Will. 4, c. 32." By sect. 8 of 6 & 7 Will. 4, c. 32, no rules of any building Eules and society, nor any transfer of any share in any such society, transfers ■L n 1 T -Li • of snares, shall be liable to any stamp duty; see the section 2^ost, p. 92. As to the exemption from stamp duty in the case of in- Incorpo- corporated societies, see the Building Societies Act, 1874, gQpjg+jgg ea, see luo jjuiiuiug oucieLies .a-ut, xoi'*, S. 41, j)OSt, p. 142. e5 82 The Building Societies Act, 183G. Sect. 4. Construc- tion of Act. 38. "And bo it further enacted, that the word 'society' in this Act shall bo understood to include fricudlj' society or societies, institution or institutions ; the "word 'rules' to in- clude rules, orders, and regulations ; the Tvord ' county ' to include county, riding, division, or place ; and the words 'treasurer or trustee' to include treasurers or trustees; and the word 'person' to include persons ; and the word 'book' to include books; and the word 'bond' to include bonds; 'name' to include names; 'account' to include accounts; 'member' to include members and honorary members ; ' clerk of the peace' to include town clerk; unless it bo otherwise specially provided." Sects. 39— The three remaining sections contain only temporary and 41 formal j^rovisions. Form of award. Form of bond. The form of award and foi'm of bond given in the Act arc as follows :— " FOEM OF AWAKD. " "We, the major part of the arbitrators duly appointed by the Society established at , in the county of , do hereby award and order, that A. B. \_spcdfying hy name the party or the officer of the society'] do, on the day of , pay to C. D. the sum of [or we do hereby reinstate in or expel A. B. from the said society, as the case may he"]. Dated this day of , One thousand eight hundred and "E. F. " G. H." "Form of Bond. "Krcow all men by these presents, that we, A. B. of , treasurer [or trustee, &c.] of the Society established at , in the county of , and C. D. of , and G. H. of (as sureties on behalf of the said A. B.), are jointly and severally held and firmlj- bound to E. F., the present clerk of the peace [or town clerk] for the county [or county of a city, or county of a town, riding, - division, or place, as the case may he'] of , in the sura of , to be paid to the said E. F. as such clerk of the 6 & 7 T7iLL. 4, c. 32. 83 peace lor town clerk], or his successor, clerk of the peace [or Sect. 4. town clerk] of the said county lor county of a city, &c.] for the time being, or his certain attorney ; for which payment well and truly to be made we jointly and severally bind our- selves, and each of us by himself, oiu* and each of our heirs, executors, and administrators, firmly by these presents, sealed with our seals. Dated the day of , in the year of our Lord ""^Tiereas the above-bounden A. B. hath been duly ap- pointed treasurer [or trustee, &c.] of the Society established as aforesaid, and he, together with the above- bounden C. D. and G. H. as his sureties, have entered into the above- written bond, subject to the condition hereinafter contained ; now, therefore, the condition of the above-written bond is such, that if the said A. B. shall and do justly and faithfully execute his office of treasurer lor trustee] of the said society established as aforesaid, and shall and do render a just and true account of all monies received and paid by him, and shall and do pay over all the monies remaining in his hands, and assign and transfer or deliver all securities and effects, books, papers, and property of or belonging to the said society in his hands or custody to such person or persons as the said society shall appoint, according to the rules of the said society, together with the proper or legal receipts or vouchers for such jjayments, and likewise shall and do in all respects well and truly and faithfully perform and fulfil his office of treasurer [or trustee, «S:c.] to the said society, according to the rules thereof, then the above- written bond shall be void and of no effect, otherwise shall be and remain in full force and virtue." The Act 4 & 5 Will. 4, c. 40 (30th July, 1834) is as 4&5Wm.4, foUows :— c. 40. Sect. 1 repeals sects. 6, 20 and 30, parts of sects. 34 and 35, Sect. 1. and sect. 36 of 10 Geo. 4, c. 56. Sect. 2 does not relate to building societies. Sect. 2. 3. "And be it further enacted, that so much of the said Repeal of 10 Geo. 4, 84 The Building Societies Act, 1836. Sect. 4. recited Act as relates to the rules of friendly societies being' _rg . transmitted to the barrister or advocate, and deposited with and part of the clerk of the peace and certified by him, as well as so much ^" ' • as relates to alterations of rules being certified by the clerk of the peace, and that no rule or alteration or amendment should be binding until confirmed by the justices, and filed under the recited Act, shall be and the same are hereby repealed." The " said recited Act" is 10 Geo. 4, c. 56. Two tran- 4. "And be it further enacted, that two transcripts, rSes to be ^^^^^Y 'Written on paper or parchment, of all rules made in submitted pursuance of the said recited Act or this Act, signed by three t & niembers, and countersigned by the clerk or secretary, by whom (accompanied, in the case of an alteration or amendment of they are to p^^gg ^[i)^ an affidavit of the clerk or secretary or one of the becertmed. ' . . . . •' officers of the said society that the provisions of the said recited Act, or of the Act under which the rules of the society may have been enrolled, have been duly complied with,) with all convenient speed after the same shall be made, altered, or amended, and so from time to time after every making, altering, or amending thereof, shall be submitted, [in England and Wales and Berwick-upon-Tweed, to the barrister-at-law for the time being appointed to certify the rules of savings banks, and in Scotland to the Lord Advo- cate or any depute appointed by him for that purpose, and in Ireland to such barrister as may be appointed by his Majesty's Attorney-General in Ireland,] for the purpose of ascertaining whether the said rules of such society, or alte- ration or amendment thereof, are calculated to carry into effect the intention of the parties framing such rules, altera- tions, or amendments, and are in conformity to law and to the provisions of the said recited Act or this Act ; and that Barrister, the said [barrister or advocate] shall advise with the said tifv bot*h^' clerk or secretary, if required, and shall give a certificate on transcri^its. each of the said transcripts, that the same are in conformity to law and to the provisions of the said recited Act and this Act, or point out in what part or parts the said rides are Fee pay- repugnant thereto ; and that the [barrister or advocate,] for barrister advising as aforesaid, and perusing the rules, or alterations 6 & 7 Will. 4, c. 32. 85 or amendments of tlie rules of each respective society, and sect. 4. giving such certificates as aforesaid, shall demand no further fee than that specified in the said recited Act ; and one of One tran- such transcripts, when certified by the said [barrister or ad- script to be vocate], shall be returned to the society, and the other of society, the such transcripts shall be [transmitted by such barrister or other to be advocate to the clerk of the peace for the county wherein clerk of such society shall be formed, and by him laid before the peace. justices for such county at the general quarter sessions, or adjournment thereof, held next after the time when such transcript shall have been so certified and transmitted to him as aforesaid ; and the justices then and there present Justices to are hereby authorized and required, without motion, to allow '^o°fii"'^ and confirm the same : and such transcript shall be filed bv m • i. ^ _ •' Transcript such clerk of the peace with the rolls of the sessions of the to be filed. peace in his custody, without fee or reward ; ] and that all Eules, &c. rules, alterations and amendments thereof, from the time ^° bind- . ' . mg when when the same shall be certified by the said barrister or certified by advocate, shall be binding on the several members and ^'ai-rister. oSicers of the said society, and all other persons having interest therein." By sect. T of the Building Societies Act, 1874, all things Registrar required to be done by or sent to the barrister or advocate I'^bstituted ^ •' tor barris- ajid the clerk of the peace under 6 & 7 "Will. 4, c. 32 must ter. be done by or sent to the registrar of friendly societies. See the section, post, p. 97. The registrar, therefore, if satisfied with the rules, now sends one transcript back to the society and keeps the other himself. The certificate of the barrister under this Act is not con- Certificate elusive as to the legality of a rule [Laing v. Reed, 21 L. T. ^^w^far**^^ 83 ; affirmed on appeal, 5 Ch. 4 ; 39 L. J. Ch. 1 ; 18 W. E. conclusive. 76; 21 L. T. 773; 34 J. P. 134; Kelsall v. Tijhr, 11 Ex. 513; 25 L. J. Ex. 153 ; 26 L. T. (0. S.) 226 ; 20 J. P. 150 ; R. V. Davis, W. N. (1S66}, 24 ; 14 W. E. 329 ; 13 L. T. 629 ; 30 J. P. 116). "It could not bo contended, and it hardly was contended, that if the matter was plainly ultra vires, any certificate of the barrister could prevent the Court from interfering so as to prevent an abuse of power on the part of persons who have certain privileges conferred on them by 8G The Building Societies Act, 1836. Sect. 4. parliiiment. If there were sucli an abuse of power the certificate of tlio barrister could have no effect whatever. The words which render him competent to decide upon the legality of the instruments submitted to him, clearly do not apply to such a case as that before us. They probably apply to regulations affecting the engagements between the members themselves; such, for instance, as in what cases the majority might bind the minority. But if the law pro- hibited the raising of those sums of money, I apprehend that no certificate of the barrister could avail" (/^erLord Hatherley, 5 Ch. p. 7). In Dewhurst v. Clarkson, 3 El. & B. 194; 23 L. J. Q. B. 247 ; 18 Jur. G93 ; 23 L. T. (0. S.) 109 ; 2 0. L. E. 1143 ; 18 J. P. 535, however, it was held by the Court of Queen's Bench, Erie, J. diss., that where an amendment of the rules of a friendly society had been certified under this section such amendment was valid, although there had been no resolution of the society in compliance with the 10 Geo. 4, c. 56, s. 9, or with the rules of the society incorporating that section. See also as to the effect of the barrister's certificate. Pare V. Clegg, 29 Beav. 589; 30 L. J. Ch. 742 ; 7 Jur. N. S. 1136; 9 W. R. 795 ; 4 L. T. 669 ; 26 J. P. 53. Murray v. ^^ ^ recent case one of the rules of a building society Scott. authorized the board to issue deposit or paid-up shares for 30^. each at 5 per cent, interest with the right of withdrawing the whole or part of the deposit upon notice in preference to all other shares. This rule was struck out by the barrister, but nevertheless the directors printed and acted upon it by issuing shares accordingly. Some years afterwards they amended this rule by altering 30/. into IZ., and the amend- ment was certified by the barrister ; and those who had taken 30Z. shares exchanged them for IZ. shares, and others who had not before held paid-up shares took uj) shares of the new issue. The society was ordered to be wound up. It was held that the effect of the barrister's certificate was to make the rule which had been struck out a vaHd rule again, but altered by \l. being substituted for 30/. ; and that the holders of these shares, whether they became such before or after the 6 & 7 Will. 4, c. 32. 87 amendment was certified and whetlier tliey liad given notice Sect. 4. of withdrawal or not, must be paid in preference to tlie un- advanced members {Murray v. Scott, 9 App. Cas. 519 ; 53 L. J. Ch. 745 ; 33 W. E. 173 ; 51 L. T. 462, affirming S. C. below nom. Re Guardian Permanent Benefit Building Society, 23 Ch. D. 440 ; 52 L. J. Ch. 857 ; 32 W. E. 73 ; 48 L. T. 134). 5. "Provided always, and be it enacted, that the said [bar- Ban-ister rister] shall be entitled to no fui-ther fee for or in respect of ^^\-\? ^^ any alteration or amendment of any rules upon which one fee in re- fee has been already paid [to the said barrister] Avithin the ^Vf^^ °f period of three years : provided also, that if any rules, altera- within tions or amendments, are sent to such [barrister or advocate], three accompanied with an affidavit of being a copy of any rules, for ce'r- or alterations or amendments of the rules, of any other tificate to society, which shall have been already enrolled under the copies of provisions of the said recited Act or this Act, the said [bar- those al- rister or advocate] shall certify and return the same as afore- rolled said, without being entitled to any fee for such certificate." See note to sect. 4, supra. Sect. 6 does not apply to building societies. Sect. G. 7. " And whereas in and by the said recited Act provision If rules of is directed to be made by the rules of every society whether recrrefer- reference of any matter in dispute shall be made to justices enceiucase or to arbitrators ; and whereas it is expedient that further ^^ ai^bitra- provision should be made in case the reference is to arbi- tiou, and trators ; be it therefore enacted, that when the rules of any f °se^t ^^" society provide for a reference to arbitrators of any matter grant arbi- in dispute, and it shall appear to any justice of the 25eace, on ^ ■ ^'^l- the complaint on oath of a member of any such society, or may deter- of any person claiming on account of such member, that ^'""^ ^"^ application has been made to such society, or the steward or other officer thereof, for the jiurpose of having any dispute so settled by arbitration, and that such aj)i3lication has not within forty days been comjilicd with, or that the arbitrators have neglected or refused to make any award, it shall and may be lawful for such justice to summon the trustee, 88 The Building Societies Act, 1836. Sect. 4. treasurer, steward, or other officer of the society, or any one of them against whom the complaint is made, and for any two justices to hoar and determine the matter in dispute, in the same manner as if the rules of the said society had directed that any matter in dispute as aforesaid should be decided by justices of the peace, anything in the said recited Act contained to the contrary notwithstanding." See now sect. 35 of the Building Societies Act, 1874, post, p. 139, which apparently extends to unincorporated societies. Provision 8. "And be it further enacted, that in case any member of member of ^ friendly society established under the said recited Act or society is this Act shall have been expelled from such society, and the expe e . arbitrators or justices, as the case may be, shall award or order that ho or she shall be reinstated, it shall and may be lawful for such arbitrators or justices to award or order, in default of such reinstatement, to the member so expelled, such a sum of money as to such arbitrators or justices may seem just and reasonable ; which said sum of money, if not paid, shall be recoverable from the said society, or the treasurer, trustee, or other officer, in the same way as any money awarded by arbitrators is recoverable under the said recited Act." Sects. 9- 11. Sects. 9 and 11 do not apply to building societies; sect. 10, providing that members of friendly societies may be wit- nesses, is obsolete. Executors, 12. "And be it further enacted, that if any person already cers of ' appointed or who may hereafter be appointed to any oCBce in friendly a sociotj' established under the said recited Act or this Act, mv'iiKJiiey ^^^ being entrusted with the keeping of the accounts, or due to so- having in his hands or possession, by virtue of his said office ciety be- ^^ employment, any monies or effects belonging to such other society, or any deeds or securities relating to the same, shall debts. ^-g^ Qj, ijgcomo a bankrupt or insolvent, or have any execu- tion or attachment or other process issued, or action or dili- gence raised, against his lands, goods, chattels, or effects, or property or estate, heritable or moveable, or make any 6 & 7 Will. 4, c. 32. 89 assignment, disposition, assignation, or other conveyance Sect. 4. thereof for the benefit of his creditors, his heirs, executors, administrators, or assignees, or other persons having legal right, or the sheriff or other officer executing such process, or the party using such action or diligence, shall, within forty days after demand made in writing by the order of any such society or committee thereof, or the major part of them assembled at any meeting thereof, deliver and pay over all monies and other things belonging to such society to such person as such society or committee shall appoint, and shall pay, out of the estates, assets, or effects, heritable or move- able, of such person, all sums of money remaining due which such person received by virtue of his said office or employ- ment, before any other of his debts are paid or satisfied, or before the money directed to be levied by such process as aforesaid, or which may be recovered or recoverable under such diligence, is paid over to the party issuing such process or using such diligence; and all such assets, lands, goods, chattels, property, estates, and effects shall be bound to the payment and discharge thereof accordingly." A building society has no longer any priority over other No priority- creditors on the bankruptcy of one of its officers ; see Ex J,^,^^™ parte Bailey, 5 De G. M. & Q. 380 ; 23 L. J. Bkcy. 36 ; 18 Jur. 988; Bankruptcy Act, 1883, s. 40. The preference given by this section is only allowed in Priority, respect of monies, «&c. in the hands of an officer of the society ^hen al- strictly so called [Ex parte Whipham, 3 M. D. & De Gr. 564; 13 L. J. Bkcy. 8 ; 2 L. T. (0. S.) 426; Ex parte Or/ord, 1 De G. M. & G. 483; 16 Jur. 851 ; S. C. nom. Ex parte Oxford, 21 L. J. Bkcy. 31 ; Ex parte Harris, De G. 162 ; 14 L. J. Bkcy. 25) ; and the naoney must be in his hands virtute officii and not under any contract {Ex p>arte Staviford Friendly Society, 15 Yes. 280; Ex parte Fleet, 4 De G. & Sm. 52; 19 L. J. Bkcy. 10; 14 Jur. 685; Ee ShattocJc, 5 L. T. 370); and see Be Heanor Friendly Society, 1 Beav. 508, where the money had been placed in the hands of an officer jointly with another person. But an agreement on the appointment of a treasurer that he shall pay interest on part of the sum placed in his hands will not deprive the society of their sta- 90 The Building Societies Act, 183G. Sect. 4. Priority not lost by neglect of society to examine accounts. Incorpo- rated so- cieties. Sects. 13—17. tutory priority {Ex parte Ray, 3 Doa. 537 ; 1 Mont. & Ch. 50). And whoro tho treasurer was a partner in a banking firm and tlie money did not go through his hands but was paid directly to tho bank to the credit of the trustees, it was held on the firm becoming bankrupt that the trustees had priority for their balance [Ex parte RiddeU, 3 M. D. & De G. 80; 7 Jur. 21); and see Ex 'parte Burge, 1 M. D. & De O. 540 ; 5 Jur. 346, where the treasurer had invested money of the society upon an insufficient security. Where the secretary of a society, the rules of which pro- vided that the secretary's accounts should be regularly pre- sented and audited, misappropriated the monies of the society that came to his hands and died insolvent, Jessel, M. E., held that the society was entitled to priority over the other cre- ditors, and that the society's want of due diligence in exa- mining the accounts was no bar to their claim {Moors y. Marriott, 7 Ch. D. 543 ; 47 L. J. Ch. 331 ; 26 W. R. 626; 42 J. P. 452) ; and see also as to negligence by the society Absalom v. Gething, 32 Beav. 322; 32 L. J. Ch. 786; 9 Jur. N. S. 1263 ; 8 L. T. 132. There is no priority in the case of incorporated societies. The remaining sections of the Act, sects. 13 — 17, contain only obsolete and formal provisions. Eeccipt endorsed on mort- gage to be sufficient discharge without reconvey- ance. 5. And he it further enacted, that it shall be lawful for the trustees named in any mortgage made on behalf of such societies, or the survivor or sur- vivors of them, or for the trustees for the time being, to endorse upon any mortgage or further charge given by any member of such society to the trustees thereof for monies advanced by such society to any member thereof, a receipt for all monies intended to be secured by such mortgage or further charge, which shall be sufficient to vacate the same, and vest the estate of and in the property comprised in such 6 & 7 Will. 4, c. 32. 91 security in the person or persons for the time being feet. 3. entitled to the equity of redemption, without it being necessary for the trustees of any such society to give any reconveyance of the property so mortgaged, which receipt shall be specified in a schedule to be annexed to the rules of such society, duly certified and deposited as aforesaid. See Building Societies Act, 1874, s. 42, and note thereto, post, 13. 143. 6. Provided always, and be it further enacted. Not to au- that nothing herein contained shall authori2;e any vestment benefit building society to invest its funds, or any gf^n'^s^ ^^ part thereof, in any savings bank, or with the Com- ^^'^• missioners for the Reduction of the National Debt. Other investments are authorized hy 10 Geo. 4, c. 56, s. 13 ; see this section, ante, p. 54. 7. And be it further enacted, that all building Benefit of societies established prior to the first day of June ^uVtoTii one thousand eight hundred and thii'ty-six shall be ^°f^?V-^? ■, " _ "^ ^ estabhsned entitled to the protection and benefits of this Act, on prior to their present rules being duly certified and deposited ' as directed by the said recited Acts ; and no such society shall be entitled to the benefits of this Act until their rules shall have been so certified and deposited ; and that no such society shall be required to alter in any manner the rules under which they are now respectively governed. It may be doubted whether any societies established prior to June, 1836, are still in existence. 92 The Building Societies Act, 183G. Sect. 8. 8. And be it further enacted, that no rules of any Exemption such society, or any copy thereof, nor any transfer stamp of ^T^J share or shares in any such society, shall he duties. subject or liable to or charged with any stamp duty or duties whatsoever. As to exemption from stamp duty in the case of unincor- porated societies see also 10 Geo. 4, c. 56, s. 37, and note thereto, ante, p. 78. Public 9 And be it further enacted, that this Act shall Act. be deemed a public Act, and shall extend to Great Britain, Ireland, and Berwick-upon-Tweed, and be judicially taken notice of as such by all judges, jus- tices, and other persons whatsoever, without the same being specially shown or pleaded. 93 THE BUILDIXa SOCIETIES ACT, 1874. 37 & 38 YicT. c. 42. An Act to consolidate and amend the Laws relating to Building Societies. [30th July, 1874.] Whereas it is expedient to consolidate and amend the law relating to building societies : Be it enacted by the queen's most excellent ma- jesty, by and "uith the advice and consent of the lords spiritual and temporal, and commons, in this present parliament assembled, and by the authority of the same, as follows : — 1. This Act may be cited as the Building Societies short title. Act, 1874. 2. This Act shall commence and take effect on the Com- second day of November one thousand eight hundred ment of and seventy-four. ■^^*- 3. The registrar in this Act means (except where Definition otherwise expressed) the registrar for the time being trarf"^^' of friendly societies in England, Scotland, or Ireland, as the case may be, who shall, for the purposes of this Act, be the registrar of building societies. The 10th section of the Friendly Societies Act, 1875, 38 Friendly & 39 Vict. c. 60, contains (amongst others) the following Societie}_ provisions : — g ^q ' ' "(1) There shall be a chief registrar of friendly societies The chief and assist- 94 The Building Societies Act, 1874. Sect. 3. aut regis- trars. Chief and assistant registrars to hold of- fice duiing pleasure. Qualifica- tion of chief and assistant registrars. Central office to exercise functions of regis- trar of friendly or building societies for Eng- land, and barrister to certify savings banks. Chief re- gistrar to report yearly to iparlia- ment. (herein termed ' the chief registrar '), and one or more assistant registrars of friendly societies for England (herein termed 'assistant registrars for England'), and such chief registrar and assistant registrars for England shall constitute the central office after mentioned. There shall bo an assist- ant registrar of friendly societies for Scotland (herein termed 'assistant registrar for Scotland'), and an assistant registrar of friendly societies for Ireland (herein termed ' assistant registrar for Ireland '). "(2) Every chief registrar and assistant registrar shall bo appointed by and shall hold his office during the pleasure of the Treasury. " (3) Every chief registrar shall be a barrister of not less than twelve years' standing, and one at least of the assistant registrars for England, and every assistant registrar for Ireland shall be a barrister or solicitor of not less than seven years' standing, and every assistant registrar for Scotland an advocate, writer to the signet, or solicitor of not less than seven years' standing. The central office may also, with the approval of the Treasury, have attached to it such assistants skilled in the business of an actuary and an accountant as shall from time to time be required for discharging the duties imposed on the office by this Act. "(4) The central office shall exercise all the functions and powers which are now by law vested in the registrar of friendly societies or the registrar of building societies for England, or as respects loan societies, building societies, and societies instituted for pui-poses of science, literature, or the fine arts, in the barrister appointed to certify the rules of savings banks or friendly societies, and shall be entitled to receive all statutory fees payable to such registrar or barrister, and all enactments relating to such registrar or barrister, so far as respects such societies as aforesaid, shall bo construed as applying to the central office. " (()) The chief registrar shall every year lay before Parlia- ment a report of his proceedings and of those of the assistant registrars, and of the principal matters transacted by him and them, and of the valuations returned to or caused to be made by the registrar during the year jireceding. 37 & 38 YicT. c. 42. 95 " (7) The assistant registrars shall, except as after provided, Sect. 3. be subordinate to the chief registrar. They shall, -vrithin the ~ 7: countries for which they are respectively appointed, exercise of assistant all functions and powers by this Act given to the registrar, registrars and may also, by the written authority of the chief registrar, exercise such of the functions and powers by this Act given to the chief registrar as he shall from time to time delegate to them. " (8) Subject to any regulations to be made under this Act, Functions the assistant registrars for Scotland and Ireland respectively °eAstrars^ shall : — for Scot- • Tinrj- n 11- land and " (a) Exercise all the functions and powers now vested m Ireland. the registrars of friendly or building societies for Scotland and Ireland respectively, or as respects building societies and societies instituted for pur- poses of science, literature, or the fine arts, vested in Scotland in the Lord Advocate or his depute appointed to certify the rules of friendly societies there, or in Ireland in the barrister appointed to certify the rules of friendly societies there, and shall be entitled to receive all fees payable to such regis- trar, Lord Advocate, or bis depute or barrister respectively, and so that all provisions in any Acts of Parliament, not hereby repealed relating to such registrar, Lord Advocate, or his depute or barrister respectively, shall be construed as applying to such assistant registrars respectively : " (b) Send to the central office copies of all such documents registered or recorded by them as the chief registrar shall from time to time direct : " (c) Eecord all such documents and matters as shall be sent to them for record from the central office, and such other documents and matters as herein pro- vided. " (d) Circulate and publish, or transmit to or from societies registered within their respective countries, from or to the central office, such information and docu- ments relating to the purposes of this Act as the 96 The Building Societies Act, 1874. Sect. 3. chief registrar, -with the approval of the Treasury, shall from time to time direct. " (e) Eeport from time to time their proceedings to the chief registrar as he shall direct. " (9) No assistant registrar for Scotland or Ireland shall refuse to record any rules or amendments of rules which haye been registered by the central office." Defiuition of Court. 4. The Court in tliis Act means — In England, the County Court of the district in which the chief office or place of meeting for the business of the society is situate ; In Scotland, the Sheriff's Court of the county in which such office or place of meeting is situate ; and In Ireland, the Civil Bill Coui-t within the juris- diction of which such office or place of meeting is situate. Definition 5. A terminating society in this Act means a atingTnd' socicty which by its rules is to terminate at a fixed s^Tties^* date, or when a result specified in its rules is attained ; a permanent society means a society which has not by its rules any such fixed date or specified result at which it shall terminate. Applica- tion to Scotland. 6. In the application of this Act to Scotland the following words and expressions shall have the mean- ings hereby assigned to them ; viz., " freehold estate " shall mean " heritable estate " ; " mortgage " shall mean " conveyance or bond and disposition in secu- rity " ; " letters of administration " shall mean " con- firmation." 37 & 38 Vict. c. 42. 97 7. The Act of the sixth and seventh years of his Sect. 1. late Majesty King William the Fourth, chapter Eepeai of thirty-two, intituled " An Act for the Regulation of c. 32. ' ' Benefit Building Societies," is hereby repealed, but this repeal shall not affect any subsisting society certified under the said Act, until such society shall have obtained a certificate of incorporation under this Act; and this repeal shall not affect the past operation of the said Act, or the force or operation, validity or invalidity, of anything done or suffered, or any bond or security given, or any right, title, obligation, or liability accrued, or any proceedings taken thereunder, or under the rules of any society which has been certified thereunder : provided that with regard to such subsisting societies as may not obtain certificates of incorporation under this Act, all things required to be done by or sent to the bar- rister or advocate and the clerk of the peace under the provisions of the said repealed Act shall be done by or sent to the registrar. The following aj^pears to be the effect of this and the next Societies section, as amended by the Act of 1875. Every society in established ' -^ . under the existence on November 2nd, 1874, and certified under the Act of Act of 1836 (the Act here referred to), may adopt either of ^^|2^^^\ two courses. It may (1) obtain a certificate of incoriDora- the Act of tion under the Act of 1874 ; it will then be deemed to be a l^"'*- society under that Act, and its rules will, so far as they are not contrary to any express provisions of the Act, continue in force until altered or rescinded ; or (2) it may prefer to remain under the old law, in which case it will simply not obtain a certificate of incorj^oration, and the only sections of the Act of 1874 that will affect it (excepting those that relate to the mode of obtaining a certificate of incorporation) will be sects. 7, 10, 35, 36 and 39. It should be remembered how- ever, that owing to an error that crept into the next section W. F i^H The Bdildiicg Societies Act, 1874. Sect. 7. of tHs Act all societies the rules of which had been certified ~ under the repealed Act were for a few months brought within this Act even though they had not been incorporated ; see sect. 8 and note thereto, infra. .Societies g, Evcrii soc'icti/ the rules of li-hich have been certified iincler * iovmev Xci under the said repealed Act shall he deemed to he a tLuT' society under this Act, and may obtain a certificate of incorporation nnder this Act, and thereupon its rules shall, so far as the same are not contrary to any exjjress provisions of this Act, continue in force until altered or rescinded as hereinafter mentioned. This section, it will be observed, provides that every society certified under the Act of 1836 shall be deemed to be a society under the present Act xuliether it has obtained a certi- ficate of incorporativn or not, which was never intended. The mistake is said to have arisen from the words ' ' shall bo deemed to be a society under this Act" getting accidentally transposed while the bill was in the House of Lords. The section was accordingly repealed as fi'om the 2nd of No- vember, 1874, by the Building Societies Act, 187o, which pro- vides, instead, that from and after the 22nd of April, 187<5, every society the rules of which have been certified under the Act of 1836 may obtain a certificate of incorporation under the Act of 1874, and thereupon shall be deemed to be a society under that Act ; but the repeal of sect. 8 is not to affect any certificate of incorjioration given or any other thing done or suffered in pursuance of the section jirior to the 22nd of April, 1875. See the Building Societies Act, 1875, 38 Vict. c. 9, s. 1, infra, p. 155, The effect of these sections was considered in some of the cases which arose in the winding-up of the Guardian Per- manent Benefit Building Society, which was a society cer- tified under the Act of 1836, but not incorporated under the Act of 1874. The 32nd rule of that society gave the directors a general power of borrowing money as occasion might require, under which they obtained loans from different per- I 37 & 38 YicT. c. 42. 09 sons, in some instances with and in others without security, Sect. 8. and questions arose as to the position of the persons who had made the advances. In Calvert's Case, the loans had heen made in June, 1874, and July, 1875. The Vice-Chancellor of the Duchy of Lancaster held that the Acts of 1874 and 1875 did not affect the question at all, and therefore that the lender could not have the benefit of sect. 15 of the former Act ; but he decided in her favour on other grounds. The Court of Appeal, on the contrary, held that the rule was alto- gether void, and that the loan created no debt either at law or in equity, but apparently agreed with the Vice-Chancellor that the Acts of 1874 and 1875 did not affect the question ; see Ee Guardian Permanent Benefit Buildimj Society, Calvert's Case, 23 Ch. D. 440, 445 ; 52 L. J. Ch. 857 ; 32 W. E. 73 ; 4» L. T. 134. On appeal to the House of Lords this decision of the Court of Appeal was reversed, their Lordships holding that the rule was valid, and it therefore became unnecessary to consider the effect of the two Acts of Parliament ; see Agnew v. Murray, 9 App. Gas. 519, 525 ; 53 L. J. Ch. 745 ; 33 W. E. 173 ; 51 L. T. 462, where the loans had been made subsequently to April, 1875 ; Brimeloiu v. Murray, 9 App. Cas. 519,529; 53 L. J. Ch. 745; 33 W. E. 173; 51 L. T. 462, where the loans had been made in May and June, 1874. These two cases were in substance, thoiigh not in form, appeals from the decision in Calvert's Case. Agnew v. Murray raised only the question of the vaHdity of rule 32 ; Brimelow v. Murray raised in addition the question of the effect of the Acts of 1874 and 1875, the contention being that the lending was made valid by the former Act (ss. 8, 15) and not invali- dated by the latter. In Hawkins' Case, 23 Ch. D. 440, which arose in the same winding-up, the loans were made between November 2, 1874, and April 22, 1875, i.e. while sect. 8 of the Act of 1874 was in force. It was accordingly argued for the lender that the loans were made under the borrowing powers conferred by that Act, and must therefore be valid on this ground at least. The Vice-Chancellor held that the argument failed because the provisions of sect. 15, sub-sect. 5 of the Act had not been complied with ; but the Court of Appeal reversed this decision, f2 100 The Building Societies Act, 1874. Sect. 8. being of 02)iuion that the sub-soction referred to was only directory, and did not affect the validity of the security. iiicorpoiii- 9. Every society now subsisting or hereafter es- societies. tablislied shall, upon receiving a certificate of incor- poration under this Act, become a body corporate by its registered name, having perpetual succession, until terminated or dissolved in manner herein pro- vided, and a common seal. Certificate As to the mode of ajiplying for a certificate of incorpora- ration " tion, see sect. 12 and note thereto, infra, p. 102; and as to the vesting of the property of the society on its incorpora- tion, see sect. 27 and note thereto, infra, p. 122. The form of the certificate of incorporation is given in the schedule to the Building Societies Act, 1877, infra, p. IGO. Court can- When once the registrar has given his certificate of in- ce t"fi ° t "^ corporation the Court has no power to declare it void on the void. ground that it was irregularly obtained ; see Olover v. Giles, 18 Ch. D. 173 ; 50 L. J. Ch. 568 ; 29 W. R. 603; 45 L. T. 344. In that case (in which the societj^ was not a party to the action) Mr. Justice Fry, in delivering judgment, said : — " It appears to me clear that before the certificate was granted by the registrar it was his duty to satisf j' himself whether the application was made by authority of a general meeting of the society specially called for the purjiose, and he was at liberty to require the person making the apjilica- tion to verify that authority by a statutorj' declaration, and, upon this being done, and the certificate being granted according to the terms of the Act, the society became incor- porated. " Now, it is said, I can declare that incorporation to be void, on the ground that no proper meeting was held, and it is said that the meeting which was held on the 10th of April, 1879, was not a proper meeting within the meaning of the 12th section of the Act, because it was not summoned in compliance with certain rules of the society with regard to the summoning of general meetings. In my view, I have 37 & 38 Vict. c. 42. 101 no power to inquire into that at all, and I cannot declare Sect. 9. the incorporation to be void. The incorporation of persons into bodies corporate is a prerogative of the Crown, and although in this case the prerogative is exercised under certain statutory provisions, the incorporation is none the less an exercise of the prerogative. There is a perfectly well-known method by which an incorporation may be recalled or made void. Moreover, it is competent to proceed by quo warranto, and to show that persons who represent themselves as members or officers of a corporation are not so. But it is quite new to me to hear that some of the indi- vidual corporators of a corporation can come to this Court and ask to have it declared, as against other members of the corporation, that the incorporation was obtained by fraud or irregularity. And there is in this case, as it appears to me, this further fatal objection, that the declaration that the incorporation is void is sought for in the absence of the corporation itself, which is not made a defendant to this action. I am in effect asked to declare an incorporation void in the absence of the corporation itself, a step which in common faii-ness it is impossible for me to take." If any society formed under the Act after November 2nd, Penalty 1874, or any persons representing themselves to be a society for actmg under the Act, commence business without first obtaining a certificate, certificate of incorjDoration, they become liable to a penalty not exceeding five pounds ; see sect. 43, infra, p. 151. As to the modes in which a society under the Act may be Termiua- terminated or dissolved see sect. 32 and note thereto, infra, ^l^^^^^L p. 126. 10. On the commencement of this Act all tran- Enroi- scripts of the rules of societies certified and enrolled be'sent to under the said repealed Act which are now filed registrar. with the rolls of the sessions of the peace of any county, riding or division, city or borough, liberty or place, shall, on a proper application made for that purpose, be taken o£E the file and transmitted by the 102 The Building Societies Act, 1874. Sect. 10. clerk of the peace to the registrar, to "be by him kept and registered ; and ujion such registration every such subsisting society shall be entitled to a certificate of incorporation on application to the registrar. The " said repealed Act " is the Act of 183G, G & 7 Will. 4, c. 32. The section does not say by whom the "proper application" should be made, but as a matter of fact it was made by the registrar on the commencement of the Act to the various clerks of the j^eaco and was complied with by most of them (Scratchley & Brabrook on Building Societies, p. 30, note a). "VYheiT 11, Any society now subsisting, the transcript of transcript the rulcs of which is not transmitted to the registrar uot trans- ^7 ^^^ clerk of the peace, shall, upon furnishing the nutted. registrar with a copy of its rules, purporting to be certified or to be a true copy of rules certified by the barrister under the said repealed Act, authenticated by statutory declaration of the secretary or other officer of the society, as the registrar may require, be entitled to a certificate of incorporation, and such copy of rules shall be by him kept and registered. Certificate 12, A certificate of incorporation under this Act ration how shall not be granted to an existing society except "ranted, upon application to the registrar made by authority of a general meeting of the society specially called for the purpose ; and the registrar may require of the person making the application a statutory declaration that such authority was duly given. Applicn- An application for the grant of a certificate of incorpora- tion for certificate tion to a society in existence on November 2nd, 1874, can only be made by a person authorized hy a general meeting of the 37 & 38 YicT. c. 42. 103 society specially called foi- the j^urpose. The application Sect. 12. must be made in a prescribed form, and must be accom- panied by (1) a copy of the rules of the society at the date of ration :— the application; (2) a statutory declaration by the applicant, 1- Whep also in a prescribed form. If the registrar on receiving the existence application for a certificate has not already received the rules onNovem- from the clerk of the peace he must make apj^lication for is74"- ' them to the latter, and if he does not then receive them within seven days he must inform the applicant of the fact. The applicant will then be required to prove that the rules are certified as provided by sect. 11 before the society can be incorporated. See Treasiiry Eegulations, 1884, r. 1, ivfra, p. 164. An application for the grant of a certificate of incorpora- 2. Vv'here tion to a society 1 Matters to 16. The rules of every society hereafter established IrthJ""'^^ under this Act shall set forth- niies. I qy-j^Q name of the society, and chief office or place of meeting for the business of the society : 2. The manner in which the stock or funds of the society are to be raised, the terms upon which paid-up shares (if any) are to be issued and repaid, and whether preferential shares are to be issued, and, if so, within what limits, if any ; and whether the society intends to avail itself of the borrowing powers contained in this Act, and, if so, witliin what limits, not exceeding the limits prescribed by this Act: 3. The purposes to which the funds of the society 37 & 38 YicT. c. 42. 109 are to be applied, and the manner in which. Sect. 16. they are to be invested : 4. The terms upon which shares may be with- drawn, and upon which mortgages may be redeemed : 5. The manner of altering and rescinding the rules of the society, and of making additional rules : 6. The manner of appointing, remunerating, and removing the board of directors or committee of management, auditors, and other ofBcers : 7. The manner of calling general and special meetings of the members : 8. Provision for an annual or more frequent audit of the accounts and inspection by the auditors of the mortgages and other secui'ities belong- ing to the society : 9. Whether disputes between the society and any of its members, or any person claiming by or through any member, or under the rules, shall be settled by reference to the Court, or to the registrar, or to arbitration : 10. Provision for the device, custody, and use of the seal of the society, which shall in all cases bear the registered name thereof : 11. Provision for the custody of the mortgage deeds and other securities belonging to the society : 12. The powers and duties of the board of directors or committee of management and other officers : 13. The fines and forfeitures to be imposed on members of the society : 14. The manner in which the society, whether ter- 110 The Building Societies Act, 1874. Sect. IG. minating or permanent, shall be terminated or dissolved. Alteration On a complete alteration of the rules of any society under this Act the registrar is bound to see that the matters men- tioned in this section are provided for (Treasury Eegulations, 1884, r. 5, infra, p. 16(5). A "complete alteration" is the substitution of an entire set of rules for an existing set (Treasury Regulations, 1S84, r. 3, infra, p. 165). Xamo of The last words in the name of any society established and incorporated iinder this Act must be "Building Societj-," and the registrar maj' refuse to allow the insertion in the name of any society about to be established and applying for incorjjoration of any words implying that the society is other than a building societ}' (Treasury Eegulations, 1884, r. 7, infra, p. 16G). No society can bo registered in a name identical with or closely resembling that of a subsisting society, unless the latter is being terminated or dissolved and consents to such registration: see sect. 17, infra, p. 111. Change of As to the power of a society to change its name, see sect. 22 name. ^^^ ^^^^.^ thereto, infra, p. 116. Change of A societj' may change its chief office : see the Building office Societies Act, 1877, s. 2, infra, p. 157. Borrowin"' '^^^ limits of the borrowing powers of a society under the powers. Act are those fixed by sect. 15. In the case of a •permanent society the rules can onlj^ prescribe one limit, viz. two-thirds of the amount for the time being secured to the society b}^ mortgages from its members (sect. 15, sub-s. 2); in the case of a terminatinrj society they may prescribe one of two limits, viz. either of those mentioned in sect. 15, sub-s. 3; but whichever limit the rules adopt the directors must observe : see Looker v. Wrigley, Leigh v. Wrigley, 9 Q. B. D. 397 ; 46 J. P. 759, cited in note to sect. 15, supra, p. 107. Invest-^ As to the investment of surplus funds of the society, see ment ot . surplus sect. 2o, vifra, p. 120. funds. As to the power of a society to alter its rules, see sect. 18 of ruTe?'^ and note thereto, infra, p. 112. Settlement ^'^^ ^^ ^^^ settlement of disputes between the society and a of disputes. 37 & 38 YicT. c. 42. Ill member or any person claiming under a member, see sects. Sect. 16. 34, 35 and 36, and note to sect. 34, infra, pp. 134 — 140. ■ As to the proceedings necessary for the termination or Teiinina- dissolution of a society under tbe Act, see sect. 32 and notes gQ*l^g| thereto, infra, p. 126. 17. The persons intendinp' to establisli a society Rules to . . be made. under this Act shall transmit to the registrar two copies of the rules agreed upon by them for the government of the society, signed by three of such persons and by the intended secretary or other officer; and the registrar, if he find that the rules contain all the provisions set forth in section sixteen of this Act, and that they are in conformity with this Act, shall return one copy of the rules to the secretary or other officer of the society, with a certificate of incorpora- tion, and shall retain and register the other copy; provided that no society shall be registered under this Ecgistra- Act in a name identical with that in which a subsist- rules. ing society is already registered, or so nearly re- sembling the same as to be calculated to deceive, unless such subsisting society is in course of being terminated or dissolved, and consents to such regis- tration. The society shall supply to any person requiring the same a complete printed copy of the rules, with a copy of the certificate of incorporation appended thereto, and shall be entitled to charge for every such printed copy of rules a sum not exceeding one shilling. The form of the certificate of incorporation is given in the Certificate schedule to the Building Societies Act, 1877, infra, p. 160. "^i^t^^ See also as to the grant of the certificate s. 12 and note thereto, supra, p. 102. The restriction in this section as to the name in which Name in a societj- may be registered is similar to that contained in society 112 The Building Societies Act, 1874. Sect. 17. s. 20 of tho Companies Act, 18G2. In the following , cases injunctions to restrain the defendants from using lo^istercil. the name they had adopted, on account of its similarity to that of the plaintiffs, -were refused : Colonial Life Assurance Co. v. Home and Colonial Assurance Co. Limited, 33Beav. 548; 33 L. J. Ch. 741 ; 10 Jur. N. S. 967; 12W.E. 783 ; 10 L. T. 448 ; London Assurance v. London and West- minster Assurance Corporation, Limited, 32 L. J. Ch. 664 ; 9 Jur. N. S. 843; London and Provincial Law Assurance Society v. London and Provincial Joint Stock Life Assurance Co., 17 L. J. Ch. 37; Merchant Banking Co. of London y. Merchants' Joint Stock Dank, 9 Ch. D. 560 ; 47 L. J. Ch. 828; 26 W. E. 847; London and County Banking Co. v. Capital and Counties Bunk, 9 Ch. D. ji. 567; Australian Mortgage Land and Finance Co. v. Australian and Neiv Zealand Mort- gage Co., W. N. (1880), 6. On the other hand an injunction was granted on this ground in Accident Insurance Co. v. Accident Disease and General Insurance Corporation, W. N. (1884), 176; and would have been granted in Guardian Fire and Life Assurance Co. V. Guardian and General Insurance Co. Limited, 50 L. J. Ch. 253; 43 L. T. 791, had not the defendants agreed to change their name. Where a trade union divided into two sections and each applied to register in the name which the society had always gone by, the registrar was held to have acted rightly in re- fusing to register either {R. v. The Registrar of Friendly Societies, L. E. 7 Q. B. 741 ; 41 L. J. Q. B. 366; 27 L. T. 229). Chauge of As to the power of a society to change its name, see sect. 22 and note thereto, infra, p. 116. name. Aiteiatiou Ig. Ally societj under this Act, certified previously to the passing of this Act, may alter or rescind any rule or make any additional rule by the vote of three- fourths of the members present at a special meeting called for the purpose, of which meeting notice, speci- fying the proposed alteration, rescission, or addition 37 & 38 YicT. c. 42. 113 shall be given to the members in the manner pro- Sect. 18. vided by the rules of the society, or in the absence of such rules by letters sent through the post seven days previous to such meeting ; and any society hereafter established may alter or rescind any rule, or make an additional rule, in the manner its rules direct ; and every society under this Act altering or rescinding any rule, or making an additional rule, shall forward two copies of every resolution for rescission of a rule, and of every alteration of or addition to its rules, signed by three members and the secretary, and a statutory declaration of an officer of the society that the provisions of this section have been complied -with, to the registrar, who, if he find that such alteration, addition, or rescission is in con- formity with this Act, shall return one of the copies to the secretary or other officer of the society with a cei'tificate of registration, and retain and register the other copy. This section, it will he observed divides itself into three parts. First, it provides how a society under the Act but certified previously to the passing thereof may alter its rules. Secondly, it provides how a society established after the pass- ing of the Act may alter its rules. Thirdly, it directs that every society under the Act, whenever established, must on. altering or adding to its rules send certain documents to the registrar in order that the alteration may be registered. The certificate of registration of an alteration of rules is in the form given in the schedule to the Building Societies Act, 1877, infra, p. 160. An alteration of the rules of a society may be either (1) a Partial aud partial alteration; or (2) a complete alteration. For the complete difference between them and the mode in which application is made to register an alteration of each kind, see Treasury Eegulations, 1884, rr. 3 — 6, infra, p. 165. 114 The Building Societies Act, 1874. Sect. 18. As to the meaning of "a special meeting" see Cuibill v. 77"^ 7~r~ Kingdom, 1 Ex. 494 ; 17 L. J. Ex. 177, cited ante, p. 50. meeting." A society may change its chief office without any altera- Cliange of tion of rule being necessary ; but notice of the change must ce. ^g given to the registrar ; see Building Societies Act, 1877, s. 2, infra, p. 157. His certificate of the change is given in the form prescribed by the schedule to that Act. Fee. The fee for the certificate of registry of an alteration of rules is ten shillings (Treasmy Eegulations, 1884, r. 25, infra, p. 170). Sinclair v. By the rules of a building society prior to January 1882 Mcrcaiitih; nnadvanced members were entitled on withdrawal to receive tSocictii. back all instalments paid by them to the societj' with interest at 4 per cent., but without receiving any of the profits which had been allocated to their shares. In January 1882 the society passed the following rules : — "15. Members may with- draw their shares on which no advances have been granted, with one half of the profits allocated thereon till the 3 1st day of Januarj'^ preceding repayment, and interest on said instal- ments for the period between the last-named date and said rcpajTiient, at a rate per annum equal to one-half of the profits allocated for the previous financial year, on giving one month's written notice to the manager. . . . Such repay- ments to withdrawing members holding shares subscribed for Ijrior to 31st January 1881 shall be under deduction of 15 per cent, of the instalments due on, and the profits allocated to, said shares as at last-named date." " 17. The books are to be balanced and the profits or losses declared at the end of January in each year. At the close of the years during which there have been profits declared, 5 per cent, thereof shall be carried to the reserve account to meet contingent losses, and the balance allocated amongst the shares in l^roportion to the instalments due thereon, each member's profit being credited to his account and at the end of his pass- book. At the close of the year during which there have been losses declared, these shall bo allocated amongst the shares, each member's loss being debited to his account, and at the end of his pass-book, in the proiwrtion aforesaid." A share- holder who had been a member since 1874, in March 1882 37 & 38 YicT. c. 42. 11--) gave notice of witlidra-wal under the old rules, maintaining Sect. 18. that the new rules 15 and 17 were ultra vires. The Court of Session held that under the circumstances the member was barred by acquiescence from disi:)uting the validity of r. 15, and that r. 17 was not ultra vires {Sinclair v. Mercantile Building Investment Societtj, 12 E. 1243 ; 22 Sc. L. R. 820). 19. Any society under this Act, in a schedule to Euies maj- ., , T -1 ji p be made to its rules, may describe the lorms oi conveyance, provide mortgage, transfer, agreement, bond, security for co™ey-* deposit or loan, or other instrument necessary for ^^<^^' '^^■ carrying its purposes into execution. Forms of the bond to be given by the officers of the society Foi-ms. under sect. 23, and of the statutory receipt under sect. 42, are given in the schedule to the Act, infra, p. 152. Forms of various certificates to be given by the registrar are con- tained in the schedule to the Act of 1877, infra, p. IGO ; and various other forms are appended to the Treasury Eegula- tions, 1884, infra, p. 173. As to mortgages to building societies, see ante, p. 38 Mortgages. et seq. 20. Any certificate of incorporation or of registra- Evidence tion, or other document relating to a society under trutioii!' this Act, purporting to he signed by the registrar, shall, in the absence of any evidence to the contrary, be received by the Court, and by all Courts of law and equity and elsewhere, without proof of the signature ; and a printed copy of the rules of a society, certified by the secretary or other officer of the society to be a true copy of its registered rules, shall, in the absence of any evidence to the contrary, be received as evidence of the rules. Sect. 39 of the Friendly Societies Act, 1875, 38 & 39 Yict. Friendly Societits 116 The Building Societies Act, 1874. Sect. 20. Act, 1875, s. 3y. "The Court. c. GO, provides that everj' instrument or document, copy or extract of an instrument or document, bearing the seal or stamp of the Central Office, shall be received in evidence without further proof ; and that every document purporting to be signed by the chief or any assistant registrar shall, in the absence of any evidence to the contrary, be received in evidence -without proof of the signature. And rule 2G of the Treasury Regulations, 1884 {infra, p. 172), provides that every document under the Building Societies Acts bearing the seal of the Central Office for registry of Friendly Societies, or the signature of the Assistant-Eegistrar of Friendlj' Societies for Scotland or Ireland, as the case may require, shall be deemed to bo duly authenticated for the purposes of those Acts and the regulations made there- under. For the definition of " the Court" see sect. 4 of the Act, supra, p. 96. Rules to be bindiug on mem- bers aud others. Atlvauced member. 21. The rules of a society under tliis Act shall be binding on the several members and ofBcers of the society, and on all persons claiming on account of a member, or under the rules, all of whom shall be deemed and taken to have full notice thereof. An advanced member is not bound by an alteration in the rules made after he has received his advance and executed a mortgage for the amount; see Smith's Case, 1 Ch. D. 481 ; 45 L. J. Ch. 143 ; 24 W. E. 103, cited aide, p. 43, where the society was under the old law. Change of uame. 22. A society under this Act may change its name by resolution of three-fourths of the members present at a meeting called for the pui'pose, provided that the new uame is not identical with that of any society previously registered and still subsisting, or so nearly resembling the same as to be calculated to deceive, unless such subsisting society is in coui'se of being 37 & 38 YicT. c. 42. 117 terminated or dissolved, and consents to such, regis- Sect. 22. tration. Notice of the change of name shall be sent to the registrar and registered by him, and he shall give a certificate of registration. Such change of name shall not affect any right or obligation of the society, or of any member thereof, or other person concerned. As to identity or similarity of names, see note to sect. 1", Identity of , 111 name. ante, p. 111. The notice to be given to tlie registrar must be in a pre- Form of . . notice, scribed form and accompanied by a statutory declaration, also in a prescribed form ; and tbe registrar before issuing a cer- tificate of registration of change of name is bound to ascer- tain that there is no such identity or resemblance of name as is mentioned in this section; see Treasury Eegulations, 1884, r. 8, infra, p. 167. No change of name can be registered unless the new name ends with the words " Building Society" ; and the registrar maj'' refuse to allow the retention in the name of any society which seeks to change its name of any words implying that the society is other than a building society (Treasury Eegu- lations, 1884, r. 7, infra, p. 166). A fee of ten shillings is payable for the certificate of Fee. registry of a change of name (Treasury Eegulations, 1884, r. 2.5, infra, p. 171). The certificate of registration of a change of name is in Form of • • • CGl'tillC'ltp the form given in the schedule to the Building Societies Act, 1877, infra, p. 160. 23. Every officer of a society imder this Act Officers having the receipt or charge of any money belonging security. to the society shall, before taking upon himself the execution of his office, become bound with one suffi- cient surety at the least, in a bond according to the form set forth in the schedule to this Act, or give the security of a guarantee society, or such other secmity 118 TaE Building Societies Act, 1874. Sect. 23. as the society direct, in sucli sum as the society re- quire, conditioned for rendering a just and true account of all moneys received and paid by him on account of the society, and for payment of all sums of money due from him to the society, at such times as its rules appoint, or as the society require him to do so. Fonn of For the form of bond, see post, p. 152. bond. jj^ |.jjQ absence of a special contract the oflficers of a society ration'cff ^^^ only look to the funds of the society for their remunera- officers. tion, and if the funds fail the officers must remain unpaid ; see Alexander v. Worman, 6 H. & N. 100 ; 30 L. J. Ex. 198 ; 3 L. T. 477 ; 25 J. P. 312, cited ante, p. 52. Liability of As to the liability of officers generally, see ante, pp. 62 — 66. officers. Officers to 24. Every such officer, his executors or adminis- trators, shall, 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 board of directors or committee of management of the society, to be examined and allowed or disallowed by them, and shall, on the like demand or notice, pay over all the moneys remaining in his hands, and deliver all seciu'ities and effects, books, papers, and property of the society in his hands or custody, to such person as the society appoint ; and in case of any neglect or refusal to deliver such account, or to pay over such moneys, or to deliver such securities and effects, books, papers, and property, in manner aforesaid, the society may sue upon the bond, or may apply to the Court, who may proceed thereupon in a summary way, and make such order thereon as to the Court in its dis- cretion shall seem just, which order shall be final and conclusive. licracdy of i-fhe remedy of the societj' against an officer under this rule the society 37 & 38 Vict. c. 42. 119 is twofold. It may either (1) sue him on. his bond ; or (2) ap- Sect. 24. ply (in England) to the County Court of the district in. which .jo-ainst its the chief office or place of meeting for the business of the officers, society is situated (sect. 4, ante, p. 96), and the Court may proceed in a summary way and make such order as it thinks just, from which order there will be no appeal. 1. An action on the bond may be brought in any Court Suing ou apparently. The society will sue in its registered name (sects. 9, 27), and the proceedings will be the same in all respects as in any other action of a similar nature. 2. If the society prefers to apply to the County Court the Proceeding proceeding must, it is conceived, be by plaint or petition; see (?oiu-t Ord. XL of the County Court Eules, 1875, which provides that where by any Act not before mentioned in the rules pro- ceedings are directed to be taken in the County Court, they shall be commenced by plaint or petition, and the previous rules, so far as applicable, shall apply to such proceedings. A difficulty is caused by the fact that the Building Societies Act, 1874, is previously mentioned in the rules, viz. in Ord. XXXIX ; but as this order relates only to winding-up, and the rules contain no other direction whatever as to pro- ceedings under the Building Societies Act, it would seem that all proceedings under the Act, except proceedings for wind- ing-up, must be governed by Ord. XL. Assuming this to be so, then the proceedings under the plaint or petition will be similar to those in other cases, and the general rules and practice of the County Court as laid down by the Eules of 1875 will apply. It may be observed that sect. 20 of the Friendly Societies Act, 1875, 38 & 39 Vict. c. 60, contains very similar provi- sions to those in sects. 23 and 24 of this Act. Proceedings under this section so far as they differ from ordinary Count}' Court practice are regulated by Ord. XXXV of the County Court Eules, 1875; and Mr. Pitt-Lewis considers that in proceedings against officers under the Building Societies Act it would be prudent to foUow the rules laid down by Ord. XXXV with respect to proceedings against officers of friendly societies ; see Pitt-Lewis on County Courts, 2nd ed. p. 1063. 120 The Building Societies Act, 1874. Sect. 24. Scotland and Ire- laud. Dismissed officer. As to the meaning of " the Court" in Scotland or Ireland, see sect. 4, ante, p. 96. An officer who has been dismissed may be ordei'ed forth- with to deliver up property belonging to the society without regard to the question whether the dismissal was wrongful or not, and from such an order there is no ajipeal (First Edinhuryh &c. Starr-Bowkett BuilditKj Societi/ v. Munro, 11 E. 5). Invest- ment of sni-jjlus funds. Unautho- rized in- vestment. 25. Any society under this Act may from time to time, as the rules permit, invest any portion of the funds of the society, not immediately required for its purposes, upon real or leasehold securities, or in the public funds, or in or upon any parliamentary stock or securities, or in or upon any stock or secu- rities payment of the interest on which is guaranteed by authority of parliament, or in the case of ter- minating societies, with other societies under this Act ; and for the purpose of investments in the public funds or upon security of copyhold or cus- tomary estate, the society, or the board of directors or committee of management thereof, may from time to time appoint and remove trustees. In a late case the trustees of a friendly society advanced .300^.. on a joint and several j^romissory note, this not being one of the modes of investment authorized by the Friendly Societies Act, 1875. The Court of Appeal held, reversing the decision of Fry, J., that though the loan was unauthorized, and was a breach of trust, there was nothing illegal in the transaction so as to prevent the trustees from recovering the money against the estate of one of the makers of the note who had died [Re Coltmcm, Coltman v. Coltman, 19 Ch. D. 64; 51 L. J. Ch. 3; 30 W. R. 342; 45 L. T. 392); see also Hardy v. Metropolitan Land and Finance Co., 7 Ch. 427; 41 L. J. Ch. 257 ; 20 W. E. 425 ; 26 L. T. 407, reversing the decision of Eomilly, M. E., 12 Eq. 386, cited ante, p. 56. 37 & 38 Vict. c. 42. 121 26. When any person in wliose name any stock Sect. 26. transferable at tlie Bank of England or Bank of when Ireland is standing, either jointly with another or are^^ifgent others, or solely, as a trustee for any society under &c. regis- . '' '' trars may this Act, is absent from England or Ireland respec- order stock tively, or becomes bankrupt, or files any petition- or ferred. executes any deed for liquidation of his aifairs by assignment or arrangement, or for composition with his creditors, or becomes a lunatic, or is dead, or if it be unknown whether such person is living or dead, the registrar, on application in writing from the secretary or other officer of the society and three members of the board of directors or committee of management thereof, and on j)roof satisfactory to him, may direct the transfer of the stock into the name of any other person or persons as trustee or trustees for the society; and such transfer shall be made by the surviving or continuing trustee or trus- tees, and if there be no such trustee, or if such trustee or trustees shall refuse or be unable to make such transfer, and the registrar shall so direct, then by the accountant general or deputy or assistant accountant general of the Bank of England or Bank of Ireland, as the case may be ; and the Grovernors and Companies of the Bank of England and Bank of Ireland respectively are hereby indemnified for an}'- thing done by them or any of their ofiicers in pur- suance of this section against any claim or demand of any person injuriously affected thereby. An apiilication to tlie registrar to direct a transfer of stock Applica- must be made in a prescribed form, and must be accompanied *'°" ^? -,,,,-.,., transter by a statutory declaration (also m a prescribed form) and by stock. the certificate of the stock in respect of wbicli the application W. G 122 The Building Societies Act, 1874. Sect. 26. is mado. A copy of the proposed application and declaration must bo submitted to the registrar before the application is made; and the registrar, before directing a transfer, may require further proof of any statement in the application. The registrar gives his direction in a specified form so framed as to suit the particular circumstances of the case ; and the direction is then registered and delivered to the applicants endorsed with the word "Registered" and duly authenticated ; see Treasury Regulations, 1881, rr. 9 — 12, 26, infra, pp. 167, 172. Fee. A fee of one pound is payable on a direction to transfer stock (Treasury Eegulations, 1884, r. 25, infra, p. 171). Property of the society vested without couvey- ance. Vesting of property of society on incor- poration. Tonvey- ;ince of property on union or trans- fer. Aft to copyliolds. 27. All rights of action and other rights, and all estates and interests in real and personal estate what- soever, now belonging to or held in trust for any society certified under the said repealed Act, shall, on the incorporation of the society under this Act, vest in the societ}^ mthout any conveyance or assign- ment whatsoever, save and except in the case of stocks and securities in the public funds of Great Britain and Ireland, and estates in copyhold or customary hereditaments, the title to which cannot be transferred without admittance. This section is to be read as if the word "now" were omitted ; see the Building Societies Act, 1877, s. 3, infra, p. 158 ; and see also sect. 4 of that Act and note thereto, infra, p. 158. As to the conveyance of the property of a society uniting with or transferring its engagements to another society under sect. 33, see sect. 5 of the Act of 1877, infra, p. 159. 28. Where any society under this Act is entitled in equity to any hereditaments of copyhold or cus- tomary tenure by way of mortgage, the lord of the 37 & 38 YicT. c. 42. 123 manor of wliieli the same are held shall from time to Sect. 23. time, if required by the society, admit such persons, not more than three, as the 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. It is not tlie practice for a mortgagee of copyholds to be Mortgages. admitted in the first instance, as upon admittance a fine of copy - . nolas. becomes due to the lord. The mortgagee, however, incui's no risk by adopting this course, as the admittance when made relates back to the surrender, and he cannot therefore be prejudiced by the previous admittance of any subseq[uent surrenderee. 29. If any member of or depositor with a society Payment under this Act having in the funds thereof a sum of uot ex- money not exceeding fifty pounds shall die intestate, 5q^ ^h.en then the amount due may be paid to the person who members . or deposi- shall appear to the directors or committee of manage- tors die ment of the society to be entitled under the Statute of Distributions to receive the same, without taking out letters of administration, upon the society receiv- ing satisfactory evidence of death and a statutory declaration that the member or depositor died in- testate, and that the person so claiming is entitled as aforesaid : Provided that whenever the society Payment after the decease of any member or depositor has ^pj^^g^^^^^ paid any such sum of money to the person who at ^'l ^? ^^^^ the time appeared to be entitled to the effects of the declared deceased under the behef that he had died intestate g2 124 The Building Societies Act, 1874. Sect. 29. the payment sliall be valid and effectual with respect to any demand from any other person as next of kin or as the lawful rej)resentative of such deceased member or depositor against the funds of the society, but nevertheless such next of kin or representative shall have his lawful remedy for the amount of such payment as aforesaid against the person who has received the same. The provisions of this section, it ■«ill be observed, are not limited to members ; they extend also to the case of any depositor who dies intestate having in the funds of the society a sum. not exceediiig fifty povmds. Provisiou for the case of a member dj'ing in- testate Jeaving an infant heii\ 30. Whenever a member of a society under this Act, having executed a mortgage to the society, shall die intestate, leaving an infant heir or infant co- heiress, it shall be lawful for the said society, after selling the premises so mortgaged to them, to pay to the administrator or administratrix of the deceased member any money, to the amount of one hundred and fifty pounds, which shall remain in the hands of the said society after pajdng the amount due to the society and the costs and expenses of the sale, with- out being required to pay the same into the Post Office Savings Bank, as provided by the Trustees Eelief Act, and the Acts amending or extending the same. The said sum of one hundred and fifty pounds to be considered as personal estate, and liable to duty accordingly. This section applies only where the four following con- ditions are fulfilled: — (1) The deceased member must have executed a mortgage to the society; (2) he must have died intestate ; (3) his heir must be an infant ; (4) the surplus sale monies must not exceed 150^ In such a case the society 37 & 38 YicT. c. 42. 125 must pay the administrator instead of paying tlie money into Sect. 30. Court ; and if they perversely adopted the latter course they would no doubt have to pay the costs of getting the money out again. 31. If any person wliosoever, by false representa- Punish- tion or imposition, obtains possession of any monies, fraud in securities, books, papers, or other effects of a society ^„ money, under this Act, or, having the same in his possession, ^^• •withholds or misapplies the same, or wilfully applies any part thereof to purposes other than those ex- pressed or directed in the rules of the society and authorized by this Act, he shall be liable on summary conviction to a penalty not exceeding twenty pounds, with costs not exceeding twenty shillings, and to be ordered to deliver up to the society all such monies, securities, books, papers, or other effects to* the * Qy-"of." society, and to repay the amount of money applied improperly, and in default of such delivery of effects, or repayment of such amount of money, or payment of such penalty and costs aforesaid, to be imprisoned, with or without hard labour, for any time not exceeding three months ; but nothing herein con- tained shall prevent any such person from being proceeded against by way of indictment if a con- viction has not been previously obtained against him for the same offence under the j^rovisions of this Act. In a case under the Friendly Societies Act, 1855, 18 & 19 "With- Vict. c. 63, s. 24, which contained provisions very similar to misap- thoso in the text, it was held that to render the treasurer of plies." a society liable to penalties for "withholding or misapplying " monies of the society which had come to his hands as trea- surer it must be shown that he had been guilty of some fraud or misrepresentation, and that mere inability to pay over the 12G The Building Societies Act, 1874. Sect. 31. money to the trustees was not enougli {Barrett v. Marlcham, L. E. 7 C. P. 405 ; 41 L. J. M. C. 118 ; 27 L. T. 313 ; 36 J. P. 535); and see also Ex parte O'DonneU, L. R. 1 Q. B. 274; 35 L. J. M. C. 99 ; 14 W. R. 83 ; 30 J. P. 279. As to procedure, see the Summary Jurisdiction Act, 1879, 42 & 43 Vict. c. 49. Proceed- 32. A societj under this Act may terminate or ingsueces- ■< -,. ■ , saryfor be CllSSOived — mticTnoT •''•• ^po^ ^^6 happening of any event declared by dissolution fts rulcs to be the termination of the society. CI a so- ... . . ciety. 2. By dissolution in manner prescribed by its rules. 3. By dissolution with the consent of three-fourths of the members, holding not less than two- thirds of the number of shares in the society, testified by their signatures to the instrument of dissolution. The instrument of dissolution shall set forth — {a.) the liabilities and assets of the society in detail ; {h.) the number of members, and the amount standing to their credit in the books of the society ; (c.) the claims of depositors and other creditors, and the provision to be made for their payment ; {d.) the intended appropriation or division of the funds and property of the society ; {e) the names of one or more persons to be appointed trustees for the special pur- pose, and their remuneration. Alterations in the instrument of dissolution may 37 & 38 YicT. c. 42. 127 be made with the like consent, testified in the Sect. 32. same manner. The instrument of dissolution and all alterations therein shall be registered in the manner provided for the registration of rules, and shall be binding upon all the members of the society. 4. Bj winding-up, either voluntarily under the supervision of the Court or by the Court, if the Court shall so order, on the petition of any member authorized by three-fourths of the members present at a general meeting of the society specially called for the purpose to present the same on behalf of the society, or on the petition of an}^ judgment creditor for not less than fifty pounds, but not other- wise. General orders for regulating the pro- ceedings of the Court under this section may be from time to time made by the authority for the time being empowered to make general orders for the Court. Notice of the commencement and termination of every dissolution or winding-up shall be sent to the registrar and registered by him. This section enumerates four ways in ■wliicli a society Jiodes in under tlie Act, i.e. a society originally constituted under the '^^I'icli so- . ciety may Act or a society formed under the Act of 1836 but incorpo- come to an rated under the present Act — may come to an end : — end. 1. The society may be determined by the happening of Termina- any event which its rules declare shall be the termination of *^^°^- the society. This applies only to the case of a terminating society; see sect. 5, ante, p. 9G. 2. The society may be dissolved in the manner prescribed Dissolu- by its rules; and by sect. 16, sub-sect. 14, ante, p. 109, the ^"^^^^^ , J, . ' ' J. ' manner rules of every society must set forth the manner in which the prescribed 128 The Building Societies Act, 1874. Sect. 32. by rules. Dissolu- tion by in- strument of dissolu- tion. Statement of liabili- ties and assets. Altera- tions ia in- strument of dissolu- tion. Notice. Fee. societj', whotlier terminating or permanent, is to bo ter- minated or dissolved. In a dissolution of this kind no instrument of dissolution is required, but notice in duplicate of the commencement and termination of tbe dissolution must be given to the registrar, ts'Iio will return one copy of eacb to the society, endorsed with the word "Eegistered" and duly authenticated (Treasury Regulations, 1884, rr. 16, 17, 26, infra, pp. 168, 172). A fee of two shillings and six- pence is payable for registering a notice of the commence- ment or termination of a dissolution (Treasury Regulations, 1884, r. 25, infra, p. 171). 3. The society may be dissolved by an instrument of dis- solution signed by thi'ee-f ourths of the members holtling not less than two-thirds of the whole number of shares in the society. The instrument of dissolution must be in a pre- scribed form, and must be sent to the registrar signed in duplicate and accompanied by a statutory declaration ; and the registrar will return one of the duplicates to the society with a certificate of registration (Treasury Regulations, 1884, rr. 13, 14, i)fra, p. 168). As to what is a sufficient statement in the instrument of dissolution of the liabilities and assets of the society, see Glover v. Giles, 18 Ch. D. 173 ; 50 L. J. Ch. 568 ; 29 W. E. 603 ; 45 L. T. 344. Alterations (which will require registration) may be made in the instrument of dissolution in the manner mentioned in the section ; and all alterations must bo signed, declared to and certified in the same way as the original instrument ; see Treasury Regulations, 1884, r. 15, infra, p. 168. Notice in duplicate of the termination of the dissolution must be given to the registrar, who will return one copy to the society endorsed with the word "Registered," and duly authenticated (Treasury Regulations, 1884, r. 17, infra, p. 169). A fee of ten shillings is payable for the certificate of registrj'- of an instrument of dissolution, or any alteration therein ; and a fee of two shillings and sixpence for registrj'- of notice of the termination of the dissolution (Treasury Regulations, 1884, r. 25, infra, p. 171). 37 & 38 YicT. c. 42. 129 4. The remaining metliod of putting an end to a society Sect. 32. under the Act is by winding-up, and sub-sect. 4 is worded ^yj^jji^^. in such a way as to cause some difficulty on this point. In up. the first place, does it specify three ways of winding-up — (1) voluntary, (2) under supervision, and (3) compulsory ; or only two— {I) under supervision, (2) compulsory ? Mr, Buckley takes one view, Mr. Pitt-Lewis the other ; see Buckley on the Companies Acts, 4th ed. p. 203 ; Pitt-Lewis on County Courts, 2nd ed. p. 1067. It is submitted that the true construction of the sub- section is this; it contemplates only two ways of winding-up — (1) compulsory, and (2) under supervision. In either case an order of the Court is requi- site, and such order can only be made either on the petition of a member specially authorized by the society, or of a judgment creditor for not less than fifty pounds. The sub- section does not contemplate a purely voluntary winding-up ; if the society wishes to settle its affairs without the inter- ference of the Court it must proceed in the manner pointed out by the previous sub-sections. See Treasury Eegulations, 1884, rr. 13— 17a, infra, p. 168. In the next place, with regard to the mode of proceeding Court, it will be remembered that sect. 4 defines the Court to mean in England the County Court of the district in which the chief office or place of meeting for the business of the society is situate. The Act itself does not specify any mode of pro- cedure, but authorizes (sect. 32, sub-sect. 4) the making of general orders for regulating the proceedings of the Court under sect. 32. Accordingly Ord. XXXIX of the County Court Eules, 1875, provides as follows : — " The general orders, rules, and forms of the Chancery County Division of the High Court of Justice regulating for the S^","* time being the mode of proceeding under ' The Companies 1875, Ord. Acts, 1862 and 1867,' shall be the orders, rules, and forms in XXXIX. all proceedings in the County Courts for the winding-up of a society registered under ' The Industrial and Provident Societies Act, 1862,' ' The Building Societies Act, 1874,' or for the winding-up of a company under ' The Companies • Acts, 1862 and 1867,' so far as the same are applicable. Provided that where it shall appear to the Coixrt inconve- g5 130 The Building Societies Act, 1874. Sect. 32. nieut tliat the Bask of England should bo llie bank used for the purj^oses mentioned in the Order and Rules, it shall be competent for the Court to name some bank to bo used in lieu of the Bank of England." Jo»cs V. The effect of this pi'ovision was considered in Jones v. !?r Jimld- Swansea Cambrian Benefit Building Society, 29 W. E. 382 ; ingSociety. S.C. nom. Andrew v. Swansea Camhrian Benefit Building Society, 50 L. J. Q. B. 428; 44 L. T. 106; 45 J. P. 507. In that case the plaintiff claimed to be a mortgagee of the society and brought an action for foreclosure. "While the action was pending a ■ninding-up order was made by the county court judge. The plaintiff applied for leave to con- tinue his action, which the judge refused ; and an appeal bj' the plaintiff to a Divisional Court (Denman and Lindley, JJ.) was dismissed. In the course of his judgment, Lindley, J., said : — " Now, the first question is whether the Companies Act of 1862 applies at all. If it does not, then the logical con- sequence would be that there was no necessitj' for going to the County Court judge to stay the action. He had no right to entertain the case, and leave to appeal would not be com- petent to him, either to grant or refuse. They would have gone to the wrong place ; an appeal in that point of view would be wrong. Now, is that so ? A question arises which is not altogether free from difficulty, in consequence of the mode in which the 32nd section of 37 fc 38 Vict. c. 42, is worded. Thus it says, ' A society may terminate or be dis- solved,' among other things, and other ways, in this way (sub-section 4), by winding-up cither voluntarily under the supervision of the Coiu't, or by the Court — under the Act which I am now reading, ' the Couj-t,' meaning the County Court, that is clear. Therefore, it may be by winding-up voluntarily under the sui^ervision of the Court, or by the Court, if the Coui-t shall so order by a petition — I need not read that. There are ' general orders ' for regulating the proceedings of the Court which, under this order, may from time to time be made. Nothing is found under the terms of that section, either incorporating or referring to, or in any way embodying what I may refer to as the winding-up provisions of the Companies Acts of 1S62 and 1SG7. Perhaps it iis a pity that 37 & 38 YicT. c. 42. 131 was not done, as it would taye saved all controversy. Tlie Sect. 32. expression which, is wanted there to make the thing plain is found in the Industrial [and] Provident Societies Act, (39 & 40 Vict. c. 45), s. 17, which expressly makes the provisions of the Companies Act of 1862 apj)licable to them. Whether they thought there had been a slij:) or blunder I do not know, but at all events it is plain enough thiit this Building Act has not got that language. "Therefore, the argument is this : the company is to be wound up by the County Court, and any rules which the County Court may make would be a2:)plicable to the winding- up, and the County Court has made rules, and adopts the Orders and Eules in Chancery under the Acts of 1862 and 1867, but the argument is this : the Building Act (37 & 38 Yict.) says nothing at all about the Companies Acts of 1862 and 1867, and does not incorj^orate them, and, therefore, it is said the Companies Acts of 1862 and 1867 did not apply at all, but all that does apply is the 32nd section of the Building Societies Act, which applies to the Oi'ders and Eules of Chancery made by the Acts of 1862 and 1867. If that argu- ment were to prevail, the consequence would be somewhat curious. The Eules and Orders of Chancery made under the Companies Acts of 1862 and 1867 ai-e utterly unworkable without the Acts themselves ; they are based ui:)on those Acts, and the Acts and Oi'ders make a sort of code for winding-up, the one quite unworkable without the other. If you want to wind up a company under the Acts there are certain rules; if you try to do without them, all I can say is, you will soon find you can do nothing of the sort. However, the result is one which is to be arrived at by a proper method of interpreta- tion, and it appears to me the proper interpretation is that pointed to by Mr. Cave. In point of fact, though there are Building Societies Acts passed, building societies can be put under the Acts of 1862 and 1867 by virtue of clauses in those Acts relating to industrial companies ; and the true effect, to my mind, of this 32nd section of the Buildiiig Societies Act is simply this, to suhstitute the County Court for the Court of Chancery. 1 think that is the true effect, and it does in effect indirectly do that, although not expressly incorporating 132 The Building Societies Act, 1874. Sect. 32. tlie winding-up iindor the Companies Act of 18G2 ; there is no line to bo drawn between them. Then it follows, if that is so, that this action is stayed by sect. 87 of the Companies Act, 1862, and that they cannot go on without leave of the County Court judge. They applied for leave, and were refused that leave. Then next, it is said, there is no appeal given, on the ground that there is no appeal from that Court to this ; and, secondlj', there is no appeal because he has no discretion in the matter. " As to the point that there is no ai^peal, I think that is plainly answered by the 43rd section of the Companies Act, 1867. That section was inserted in order to give appeals from the Countj^ Court in matters of winding-up to the then Court of Chancery. It had been decided before that there was no appeal to a Court of law from a County Court decision in a winding-up ; that will be found in the case of Henderson V. Bamher, 35 L. J. C. P. 65. That defect was cured by the 43rd section of the Companies Act, 1867, which gave an appeal in winding-up matters to the Court of Chancery, which, in those days, knew much more about those things than the Common Law Courts. Therefore, an appeal lay from them under the 43rd section. The Judicature Act transfers the appeal to us, and, therefore, I feel no difficulty in saying there is an appeal. Then, with respect to its being discre- tionary, in one sense it is, of course, discretionary ; it is not like an order as to costs, and this was so decided by the Court of Chancery itself more than once ; and they used to revise and reverse the decisions of the Vice- Chancellor in this very same subject, and several cases may be found. Indeed, I rather think that it is not a new section, but that it is taken from an old section of the Act of 1856, and there are a great number of cases to be found in the books in which orders under this section have been appealed from, and sometimes successfully. It is, therefore, not such a matter of discretion as in other matters from which there is no appeal at all. It appears to me the appeal is competent." It is clear, therefore, from this decision that all the winding- up provisions of the Companies Acts, 1862 and 1867, as well as the Orders made under those Acts, apply in the case of 37 & 38 YicT. c. 42. 133 incorporated building societies, the only difference being sect. 32. that the proceedings take place in the County Court of the district where the societj' is situate instead of in the Chancery Division of the High Court. In the case of a compulsory winding-up there will be no difficulty. In the case of a winding-ujD imder supervision, however, which necessarily pre-sup23oses a voluntary liquidation, it must be admitted that it is far from easy to say what is the precise course to be adopted. It is suggested that a possible construction of the Act is that it enables a building society to initiate pro- ceedings for a voluntary liquidation, but only with a view to the px'esentation of a petition for a supervision order, either by the society or a judgment creditor. Notice of the commencement and termination of every winding-up, subject to the supervision of the Court, or by the Coiirt, must be given to the registrar in duplicate, and he will return one copy to the society endorsed with the word " Eegistered," and duly authenticated (Treasury Regulations, 1884, rr. 16a, 17a, post, p. 168). In Scotland there is no difficulty, aj)parently, in the sheriff making an order to wind up under the supervision of the Coiu't ; see for an instance Scottish Property Investment Company Building Society v. Boyd, 12 E. pp. 129, 131. It is beyond the scope of this treatise to enter into the general law of winding-uj), or the practice of the County Court ; they will be found in treatises which are in the hands of every practitioner. As to the winding-up of unincoriwrated societies, see ante, Unincor- l^orated societies. p_ 28 porated 33. Two or more societies under this Act may Societies unite and become one society, witli or without any -with dissolution or division of the funds of such societies °^^^^^' PI one society or either of them, or a society under this Act may ^^y traus- . ' -^ . "^ ferits en- transfer its engagements to any other such society, gagements 1 i. 1 n 1 1 1- J.1 to another. upon such terms as shall be agreed upon by three- fourths of the members (hokling not less than two-thii'ds of the whole number of shares) of each of 134 The Building Societies Act, 1874. Sect. 33. sucli societies present at general meetings respectively convened for the purpose ; but no such transfer shall prejudice any right of any creditor of either society. Notice of every such union or transfer shall be sent to the registrar and registered by him. Notice in duplicate of tlio proposed union must be given to the registrar, wlio ■will return one copy to the united society endorsed with the word " Eegistered," and duly authenticated; and a similar notice must be given on a transfer of its engagements from one society to another. See Treasury Eegulations, 1884, rr. 18, 19, 26, infra, p. 1G9. A fee of ten shillings must be paid for registry of a union or transfer (Treasury Eegulations, 1884, r. 25, infra, p. 171). The registration of the notice of union or transfer operates as an effectual conveyance from the uniting societies to the united society, or from the transfei'ring to the transferee society, as the case may be, of the lirojierty specified in the instrument of union or transfer, excej^t in the case of public stocks and estates in copyhold and customary hereditaments where admittance is requisite ; but no union or transfer will affect the rights of any creditor of any society uniting or transferring its engagements ; see Building Societies Act, 1877, s. 5, infra, p. 159. It will be observed that the saving of the rights of creditors in that section is worded somewhat differently from the provision to that effect in the text. Notice of union or transfer. Fee. Convey- ance of property on union or trans- fer. DeteiTai- nation of (lis- («y(f.) arbitra- tion. 34. "Where the rules of a society under this Act direct disputes to be referred to arbitration, arbitra- tors shall be named and elected in the manner such rules provide, or, if there be no such provision, at the first general meeting of the society, none of the said arbitrators being beneficially interested, directly or indirectly, in its funds ; of whom a certain number, not less than three, shall be chosen by ballot in each such case of dispute, the number of the said arbitra- 37 & 38 Vict. c. 42. 13o tors and mode of ballot being determined by the Sect. 34. rules of the society ; the names of such arbitrators shall be duly entered in the minute book of the society, and, in case of the death or refusal or neglect of any of the said arbitrators to act, the society, at a general meeting, shall name and elect an arbitrator to act in the place of the arbitrator dying, or refusing or neglecting to act ; and whatever award shall be made by the arbitrators or the major part of them, according to the true purport and meaning of the rules of the society, shall determine the dispute ; and Court m.iy should either of the parties to the dispute refuse or laiiauce neglect to comply with or conform to such award decision of within a time to be limited therein, the court, upon aiijitra- good and sufficient proof being adduced of such award having been made, and of the refusal of the party to comply therewith, shall enforce compliance with the same upon the petition of any person con- cerned. Where the parties to any dispute arising in Determi- a society under this Act agree to refer the dispute to drsputcsb_y the registrar, or where the rules of the society direct registrar. disputes to be referred to the registrar, the award of the registrar shall have the same effect as that of arbitrators. This and the two following sections deal with the im- Settlement portant question of the settlement of disputes between a of disputes society and its members. In the first place it is to be society- observed that the meaning of the word " disputes " has been ^"^ i^^ the subject of much controversy, and particularly whether it included questions arising out of mortgages made to a society by its members, so as to oust the ordinary jurisdiction of the Courts. In the case of societies under the old law it was finally decided by the House of Lords in the case of Mulhern V. Lord, 4 App. Cas. 182; 48 L. J. Ch. 745 ; 27 W. E. 510; 136 The Building Societies Act, 1874. Sect. 34. -10 L. T. i59-l, that a rule to tho effect that any dispute be- tweon the society and a member should bo referred to arbi- tration did not prevent a member who had executed a mort- gage to the society from bringing an action in the Chancery Division for an account and general relief. But the late Master of the EoUs, Sir George Jessel, held that this did not apply in the case of a society under the Act of 1874, and that where the rules of such a society directed a reference of disputes to arbitration the Court had no jurisdiction {Wright V. Monarch Investment Building Society, 5 Ch. D. 726; 46 L. J. Ch. 649). This decision was followed in the Court of Appeal, under his Lordshii:)'s presidency, in Rack v. London Provident Building Society, 23 Ch. D. 103 ; 52 L. J. Ch. 541 ; 31 W. E. 392; 48 L. T. 247 ; and was finally approved and adopted by the House of Lords (Lords Blackbui-n and Wat- son, the Earl of Selborne, L. C, diss.) in Municijml Permanent Investment Building Society v. Kent, 9 App. Cas. 260; 53 L. J. Ch. 290; 32 W. E. 681; 51 L. T. 6; 48 J. P. 532. In consequence of this decision the law was altered by the Building Societies Act, 1884, which provides (sect. 2) that the word " disputes " in the Building Societies Acts, 1874 to 1884, or in the rules of any society thereunder, shall be deemed to refer only to disputes between the society and a member, or any representative of a member in his capacity of a member of the society, unless hy the rules for the time being it shall be otherwise expressly j)'''ovided : and, in the absence of such express provision, shall not apply to any dispute between any such society and any member thereof, or any person whatever, as to the construction or effect of any mortgage deed, or any contract contained in any docu- ment, other than the rules of the society, and shall not prevent any society, or any member thereof, or any person claiming through or under him, from obtaining in the ordi- nary course of law any remedy in respect of any such mort- gage or other contract to which he or the society would otherwise be by law entitled ; but the section contains the usual saving clause. See the section, infra, p. 162. With regard to the mode in which disputes are to be decided, sect. 16, sub-sect. 9 {ante, p. 109), provides that the J 37 & 38 YicT. c. 42. 137 rules of every society established since November 2nd, 1ST4, Sect. 34. must set forth wbether disputes between tbe society and any of its members, or any person claiming by or tkrougb any member, or under the rules, shall be settled by reference to the Court, or to the registrar, or to arbitration — ' ' the Court " meaning in England the County Court of the dis- trict in ■which the chief office or place of meeting for the business of the society is situate (sect. 4, arde, p. 96). In the case of societies established prior to November 2nd, 1874, the old law requii-ed that the rules should specify whether disputes should be referred to justices of the peace or to arbitrators ; see ante, p. 68. "Where the rules direct disputes to be referred to arbitration Reference the arbitrators must be chosen in the manner directed by the ^j^^ rules ; or, if the rules contain no provision to this effect, then in the manner pointed out in sect. 34. The award of the arbitrators or the majority of them will determine the dispute (sect. 34), and there is no appeal from their decision (sect. 36) ; but the arbitrators may, on request, state a case for the oj)inion of the Supreme Court on any question of law, and may make an order for discovery [ihid.). For the form of an order for discovery see Treasury Eegulations, 1884, r. 23, infra, p. 170; a fee of ten shillings is payable for the order (Treasury Regulations, 1884, r. 25, infra, p. 171). The award need not be in any particular form, except that Award, it must limit a time within which it is to be complied with (sect. 34) ; but the form prescribed by sect. 27 of the Act 10 Geo. 4, c. 56, ante, p. 82, may conveniently be adopted. The award may be enforced by the County Court on the peti- tion of any jDerson concerned (sect. 34). If either party to the dispute declines to arbitrate, or the arbitrators fail to make any award, application must be made to the County Court (sect. 35, sub-sect. 1). 2. The registrar may determine a dispute in the following Detemii- cases : — nation of (a) Where the parties to the dispute agree to refer it to rcnstrar. him (sect. 34). (b) Where the rules of the society' direct disputes to be referred to the registrar (sect. 34). 138 The Building Societies Act, 1874. Sect. 34. Determi- natiou of disputes by County Court. The submission of a dispute to the registrar must be in duplicate in the form given in the Treasury Regulations, 1884, see r. 20, post, p. 170. "VSTiero the rules of the society provide that disputes shall be submitted to the registrar, and cither party to the dispute refuses or neglects to fill uj) and sign the portion of the submission relating to his case, the other party may send the submission to the registrar. The registrar may require either party to support any statement in the submis- sion by statutory declaration ; and if he requires the parties to appear he must give them notice of the time and place of hearing (Treasury Eegulations, 1884, rr. 20, 21, infra, p. 170). The registrar's award will have the same effect as that of arbi- trators (sect. 34) ; it must be in a prescribed form (Treasury Eegulations, 1884, r. 22, infra, p. 170), and a fee of one pound ■will be payable for it (Treasury Eegulations, 1884, r. 25). If more than one hearing or an adjournment becomes necessary, an additional pound will be payable for every hearing after the first, and for every adjournment (ihid.). The decision of the registrar is final (sect. 36), but ho may state a case for the opinion of the Supreme Court on any question of law and may grant discovery {ibid.). For the form of an order for discovery and the fee payable on it see Treasury Eegulations, 1884, rr. 23, 25, infra, p. 170. 3. A dispute may be determined by the County Court in the following cases : — (a) Where application has been made by either party to the other to have the dispute settled by arbitration, and such apj)lication has not been complied with within forty days (sect. 35, sub-sect. 1). (b) Where arbitrators have refused or have fur twenty- one days neglected to make any award (sect. 35, sub -sect. 1). (c) "\rMiere the rules direct disputes to bo referred to the Court (sect. 35, sub-sect. 2). (d) Where the rules direct disputes to be referred to jus- tices (sect. 35, sub-sect. 2). In the first two cases the jiroceeding is expresslj' directed to be by petition ; in cases (c) and (d) proceedings should be 37 & 38 YicT. c. 42. 139 commenced by plaint and summons in the ordinary way, and Sect. 34. the usual County Court practice will apply (Pitt-Lewis on County Courts, Vol. II. p. 1065, 2nd ed.). The decision of the County Court judge will be final (s. 36), but he may state a case for the Supreme Court on any ques- tion of law, and may grant discovery {ibid.). For the form of an order for discovery and for the fee payable on it see Treastuy Eegulations, 1884, rr. 23, 25, infra, p. 170. 35. The court may liear and determine a dispute Detenni- in the following cases: disputes by 1. If it shall appear to the court, upon the petition °^ " of any person concerned, that application has been made by either x^arty to the dispute to the other party, for the purpose of having the dispute settled by arbitration under the rules of the society, and that such application has not within forty days been complied with, or that the arbitrators have refused or for a period of twenty- one days have neglected to make any award. 2. Where the rules of the society direct disputes to be referred to the court or to justices. See note to sect. 34, ante, p. 135. As to what amounts to an " application " under sub-sect. 1, see Sinclair v. Mercantile Building Investment Society, 12 E. 1243; 22Sc. L. E. 820. 36. Every determination by arbitrators or by the Determi- coui't or by the registrar under this Act of a disj)ute be final. shall be binding and conclusive on all parties, and shall be final to all intents and purposes, and shall not be subject to appeal, and shall not be removed or removable into any court of law, or restrained or restrainable by the injunction of any court of equity ; 140 The Building Societies Act, 1874. Sect. 36. provided always, that the arbitrators, or the registrar, or the court, as the case may be, may, at the request of either party, state a case for the opinion of the Supreme Court of Judicatiire on any question of law, and shall have power to grant to either party to the dispute such discovery, as to documents and other- wise, as might now be granted by any court of law or equity, such discovery to be made on behalf of the society by such officer of the society as the arbitrators, registrar, or court may determine. See note to sect. 34, ante, p. 135. Buildings 37. A society under this Act may purchase, build, purpose hii-e, or take upon lease any building for conducting purchased i^s business, and may adapt and furnish the same, or leased. ^^^ ^^r^j purchase or hold upon lease any land for the purpose only of erecting thereon a building for conducting the business of the society, and may sell, exchange, or let such building, or any part thereof. A society has no other power to hold land than that con- ferred by this section. Land acquired by foreclosure, sur- render, or other extinguishment of the right of redemption, must be sold as soon as can conveniently be done ; see sect. 13, ante, p. 103. Minors may be elected members. MaiTied women. 38. Any person under the age of twenty-one years may be admitted as a member of any society under this Act, the rules of which do not prohibit such admission, and may give all necessary ac- quittances ; but dui'ing his nonage he shall not be competent to vote or hold any office in the society. As to married women holding shares in a building society see Married Women's Property Act, 1882, ss. 6 — 10. 37 & 38 YicT. c. 42. 141 As to an execiitor becoming a member see Cruihshanh \. Sect. 38. Dufjin, cited ante, p. 77. ~ •" ' ^ Executor. 39. Two or more persons may jointly hold a share Shares or shares in any society under this Act ; and all heid by shares held jointly by any two or more persons in ^^xore^ any society subsisting at the time appointed for the persons, commencement of this Act, the rules whereof shall not prohibit such joint holding, shall be deemed to be lawfully so held. The latter part of tliis section applies to all societies in existence on November 2nd, 1874, wnether tbey Lave obtained a certificate of incorpoi'ation under the Act of 1874 or not. It had been decided in the case of Bohinson v. Hawks, 16 Sim. 407 ; 12 Jur. 1037 ; 12 L. T. (0. S.) 238, that in the absence of an express provision in the rules authorizing a joint holding of shares such a holding was illegal. 40. The secretary or other officer of every society Societies under this Act, shall, once in every year at least, anuuai'^ ^ prepare an account of all the receipts and expendi- ^^'l^^^ ^^^ r L Li. statements ture of the society since the preceding statement, and of the a general statement of its funds and effects, liabilities the mem- and assets, showing the amounts due to the holders of the various classes of shares respectively, to depositors and creditors for loans, and also the balance due or outstanding on their mortgage securities (not in- cluding prospective interest) , and the amount invested in the funds or other securities ; and every such account and statement shall be attested by the auditors, to whom the mortgage deeds and other securities belonging to the society shall be produced, and such account and statement shall be counter- signed by the secretary or other officer ; and every 142 The Building Societies Act, 187-1. Sect. 40. member, depositor, and creditor for loans shall be entitled to receive from the society a copy of such account and statement, and a copy thereof shall be sent to the registrar witliin fourteen days after the annual or other general meeting at which it is pre- sented, and another copy thereof shall be suspended in a conspicuous place in every office of the society imder this Act. Tlie rules must contain i)rovisions for an annual or more frequent audit of the accounts and inspection by the auditors of the mortgages and other securities belonging to the society (sect. 16, sub-sect. 8, ante, p. 109). Impeach- As to impeaching audited accounts on the ground of mg audited fj-a^^ gge Holgate y. Shutt, cited ante, p. 77, where the account. . ' i. > society was under the old law. Exemption 4^^ jSj'o rulcs of any society under this Act, nor from stamp p duties. any copy thereof, nor any power, warrant, or letter of attorney granted or to be granted by any person as trustee for the society for the transfer of any share in the public funds standing in his name, nor any receipts given for any dividend in any public stock or fund, or interest of exchequer bills, nor any receipt, nor any entry in any book of receipt, for money deposited in the funds of the society, nor for any money received by any member, his executors, or administrators, assigns, or attorneys, from the funds of the society, nor any transfer of any share, nor any bond or other security to be given to or on account of the society, or by any officer thereof, nor any order on any officer for payment of money to any member, nor any appointment of any agent, nor any certificate or other instrument for the revocation of any such appointment, nor any other instrument or 37 & 38 YicT. c. 42. 143 docume nt wli atever required or authorised t o he^ Sect. 41. given, i ssued , s igne d, made, or produced in ;^urj suance of this Act, or oi the rules of the society, shall be subject or liable to or charged with any stamp duty or duties whatsoever, jirovided that the exemption shall not extend to any mortgage. This section is taken from sect. 37 of the Act 10 Geo. 4, Stamp c. 56, but with certain alterations, the most important of ^ort ^ao-es which is that relating to mortgages. The law with respect to the stamps on mortgages now stands thus : In the case of societies under the Act of 1874, i.e. societies established in the first instance under that Act, or societies established under the Act of 1836 but incorporated under the Act of 1874, m.ortgages to a building society must be stamped in the ordinary way. In the case of societies governed exclusively by the Act of 1836 mortgages to the society by a memher for a sum not exceeding five hundred 2^ou7ids, but no others, are exempt from stamp duty ; see ante, p. 79. As to the meaning of the word "receipt" see Attorney- "Receipt." General v. Phillips, 24 L. T. 832 ; 19 W. E. 1146, cited ante, p. 79, where a receipt for rent was held liable to duty. As to the meaning of "bond or other security" see Be "Bonder Royal Liver Friendly Society, L. E. 5 Ex. 78, cited ante, p. 80. o^^^r ^^ 42. When all moneys intended to be secured by Receipt any mortgage or further charge given to a society o° ^^^^^. under this Act in England or Ireland have been fully s^£® .*° J*^ ~ _ -^ sumcient paid or discharged, the society may endorse upon or discharge annex to such mortgage or im-ther charge a recon- reconvey- veyance of the mortgaged property to the then owner ^^^^' of the equity of redemption, or to such persons and to such uses as he may direct, or a receipt under the seal of the society, countersigned by the secretary or manager, in the form specified in the schedule to this Act, and such receipt shall vacate the mortgage or 144 The Building Societies Act, 1874. Sect. 42. further charge or debt, and vest the estate of and in the property therein comprised in the person for the time being entitled to the equity of redemption, without any re-conveyance or re-surrender whatever; and if the said mortgage or further charge has been registered under any Act for the registration or record of deeds or titles, the registrar under such Act, or his deputy or assistant registrar, or the recording ofhcer, as the case may be, or, in the case of copy- holds or lands of customary tenm^e, if the mortgage or f ui'ther charge has been entered on any com't rolls, the steward of the manor or his deputy respectively shall, on production of such receipt, verified by oath of any person, make an entry opposite the entry of the charge or mortgage, to the effect that such charge or mortgage is satisfied, and shall grant a certificate, either on the said mortgage or charge or separately, to the like effect, which certificate shall be received in evidence in all courts and proceedings without any further proof, and which entry shall have the effect of clearing the register or record of such mortgage ; and the registrar or recording ofiicer shall be entitled to a fee of two shillings and sixpence for making the said entry and granting the said certificate, and such fee shall in Ireland be paid by stamps, and applied as the other fees of the Eegistry of Deeds Office and Record of Title Ofiice are now by law directed to be paid and applied. Discharge This section, wliich is taken, from sect. 5 of tlio Building of mort- Societies Act, 183G, G & 7 Will. 4, c. 32, ante, p. 90, pre- building scribes two methods by -whicli, on. the discharge of a mort- society. gage to a society under this Act in England or Ireland, the proi)crty comprised in. the security may again, become vested 37 & 38 YicT. c. 42. 145 in. the mortgagor or those claiming under liim — (1) a recon- Sect 42. veyance ; (2) a statutory receipt. If a society under the Act of 1874 executes a reconveyance it Eeconvey- must, by the express terms of the section, be to the then owner ^^^^' of the equity of redemption, or to such persons and to such uses as he may direct. "I do not think any lawyer would say that the reconveyance authorized by the Act is authorized to be made to anybody but the person who at law is entitled to call for it. ' May indorse ' merely means that the society may indorse a proper reconveyance upon the mortgage deed. But there is an alternative mode of proceeding. Instead of a reconveyance to the then owner of the equity of redemption the society may indorse a receipt, and then that receipt is to vacate the mortgage and vest the estate in the property ' in the person for the time being entitled to the equity of re- demjition.' Surely that is the same person as the owner of the equity of redemption in the former part of the section. They are equivalent words; the reconveyance is not to be to one person and the vesting to be in another. They are alternative modes of getting the legal estate into the same person, that is, in the owner for the time being of the equity of redemption :" per Jessel, M. E., in Fourth City Mutual Benefit Building Society v. Williams, 14 Ch. D. p. 146. If, however, a reconveyance were executed by a society governed hy the Act of 1836, which merely authorizes the giving of a statutory receipt, then such a reconveyance would, it is conceived, be construed and have effect accord- ing to the same principles as any other conveyance. In a recent case under the Friendly Societies Act, 1875, which provides (sect. 16, sub-sect. 7) that a receipt endorsed on or annexed to a mortgage to a friendly society shall vacate the same and vest the property therein comprised in the person entitled to the equity of redemption, but says nothing about executing a reconveyance, the trustees of a society instead of giving a receipt executed a reconveyance by deed. It was argued that the same effect must be given to it as if they had given a statutory receii)t; but the learned judge (North, J.) declined to adopt this view, holding that the legal estate passed to the grantee under the deed in the ordinary way, W. H 146 The Building Societies Act, 1874. Sect. 42. and tliat tho riglits of tlic parties must be regulated accord- ingly {Carlisle Banking Co. v. Thompson, 28 Ch. D. 398; 33 W. E. 119; 53 L. T. 115). Statutory The Courts have frequently been called upon to determine ^ ■ the precise effect to be given to a statutory receipt under the Building Societies Acts. Some of the cases have arisen in connection with societies governed by the Act of 1836, others in connection -vrith societies under the Act of 1874 ; but the wording of the two statutes on this point is so similar that all the authorities may, it is conceived, be considered as applying with almost equal force to either Act. It appears then to be now settled that when a society, being a legal mortgagee, is paid off and gives a receipt in the prescribed form, the effect is to shift the legal estate out of the society and vest it in the person ivlio in equity is best entitled to call for it, although such person may not be the one who paid off the society. Thus if there are successive equitable mort- gagees and the society is paid off by the mortgagor, the effect will be to vest the legal estate in the equitable incum- brancer who is first in point of time ; but if the society is paid off by a subsequent equitable incumbrancer who has no notice of prior incumbrances, then he as having the best equity will be the person in whom the legal estate will vest. The question in each case is. Who of all the persons inte- rested in the equity of redemption has the best right to call for a conveyance of the legal estate ? See Pease v. Jackson, 3 Ch. 576; 37 L. J. Ch. 725 ; 17 W. E. 1 ; 32 J. P. 757 ; Laivrence v. Clements, 31 L. T. 670 ; Fourth City Mutual Benefit Building Society y. JViUiaiyis and Marson v. Cox, 1-i Ch. D. 140; 49 L. J. Ch. 245; 28 W. E. 572; 42 L. T. 615, where Pease y. Jackson is discussed by Jessel, M. E. ; Eohin- son V. Trevor, 12 Q. B. D. 423 ; 53 L. J. Q. B. 85 ; 32 W. E. 374 ; 50 L. T. 190 ; Sangster v. Cochrane, 28 Ch. D. 298 ; 54 L. J. Ch. 301 ; 33 W. E. 221 ; 51 L. T. 889 ; 49 J. P. 327 ; Stamers v. Preston, 9 Ir. C. L. E. 351. Prosser v. Pice, 28 Beav. 68, cannot now be relied on. In Pease v. Jackson, a legal mortgage was made to a building society and a subsequent equitable charge given to the plaintiffs. The defendants on the mortgagor's request 37 & 38 YicT. c. 42. 147 paid off the society. A receipt was accordingly endorsed on Seit. 42. the mortgage and the deeds handed to the defendants, and " the mortgagor executed a fresh mortgage to them, receiving at the same time a further advance. The defendants had no notice of the plaintiffs' charge. Lord Eomilly , M. R. , held, following his own decision in Prosser v. Rice, that the plain- tiffs were entitled to priority (3 Ch. 578, n. ; 16 W. R. 58). On appeal, however. Lord Cairns reversed this decision, holding that the defendants had the better equity and there- fore that the rule " Qui prior est tempore, potior est jure " did not apjjly ; and he decided, first, that on the satisfaction of the mortgage the legal estate vested either in the mortgagor- or in the persons who had the best right to call for it, in either of which cases it had passed to the defendants; but- secondly, that the defendants were not entitled to tack their- further advance. In the concluding portion of his judgment. Lord Cairns stated that he had decided the case on th& ground of the better equity, and this no doubt is the correct view; see Fourth City Mutual Benefit Building Society v. Williams, and the judgment of Baggallay, L. J., in Rohin- son Y. Trevor, 12 Q. B. D. p. 429. The second part of the decision in Pease v. Jackson, how- Tacking ever, viz. that under such circumstances there is no ri":ht to ^'l.'^ther ° advance. tack, did not commend itself to the late Master of the Rolls, Sir George Jessel; see his Lordship's judgment in Marson v. Cox, 14 Ch. D. p. 150, where he expressed the opinion that if the legal estate passed by the statute at all it passed altogether and for all purposes, and all the usual conse- quences must follow. Lord Cairns's decision, however, on this point was followed by Hall, V.-C, in Lawrence v. Clements, by the Court of Appeal in Rohinson v. Trevor, and by Kay, .J., in Sangster v. Cochrane, and must be taken to bo the law. It should be observed that Pease v. Jaclcson was decided under the Act of 1836, whereas Marson v. Cox was a case under the Act of 1874. Possibly this distinction may afford some means of reconciling the conflicting opinions of Lord Cairns and Sir George Jessel on the point in question. Songster v. Cochrane was a peculiar case. The facts were Savqstcr as follows : In 1872 four houses were mortgaged to a buildin"- ^'- '^''"■^'- ° ^ r.iiie. h2 148 The Building Societies Act, 1874. Sect. 42, Effect of the receipt on the covenants in the mortgage. Harvey v. Mnnu-ipal JUdldxiKj tiocictij. society. In 1S81 the plaintiff paid off the society at the "" mortgagor's request ; and a receiiit was endorsed iu the usual way, the deeds were handed to the plaintiff, and a mortgage executed to him for a larger amount. The mort- gagor having become bankrupt the plaintiff desired to take possession, and then discovered that in 1877 the mortgagor had sold and conveyed one of the houses to the defendant. The mortgagor, who was a solicitor, had acted for the defendant on the occasion of the sale and had suppressed the fact of the mortgage to the society. Under these circum- stances Mr. Justice Kay held, following the previous deci- sions, though not agreeing with them, that the effect of the receipt was to vest the legal estate in the plaintiff' and give him, to the extent of the money he paid to the society, priority over the defendant. Another question that has arisen in connection with this subject is. What is the effect of a statutory receipt on the covenants in the mortgage ? In Fanmr v. Smith, 4 H. & N. 196; 28 L. J. Ex. 226; 5 Jur. N. S. 533, n. ; 7 W. E. 362 ; 32 L. T. (0. S.) 371 ; 23 J. P. 230, the estimated duration of a terminating society was thirteen years. The Court held, first, that on the con- struction of the rules and the mortgage deed an advanced member was entitled to redeem on payment of his subscrip- tions to the end of the thirteenth year, but would remain liable to pay subscriptions until 120?. a share had been realised for everj^ member ; and secondly, that the covenant in the mortgage deed extended to the payment of these sub- scriptions subsequent to the thirteen years, and that the right to sue on the covenant would not be affected by the endorsement of a receipt. See also Sparrow v. Farmer, 20 Beav. 511 ; 28 L. J. Ch. 537; 5 Jur. N. S. 530; 33 L. T. (0. S.) 216. In the recent case of Harvey v. 3fiinicipal Permanent Investment BuiUling Society, 26 Ch. D. 273; 53 L. J. Ch. 1126; 32 W. E. 557; 51 L. T. 408, however, the Court of Appeal held that where a member has executed a mortgage to secure advances and all payments duo from him to the society, the endorsement of a receipt in accordance with 37 & 38 YicT. G. 42. 149 sect. 42 is absolutely conclusive as against the society, and Sect. 42. precludes them from saying that anything remains due from the member, even though the receipt was given under a mis- take. Cotton, L. J., in his judgment, says: — -"We must give effect to the words of the Act, which say that the receipt ' shall vacate the mortgage or further charge or debt.' It is contended that the alternative form of the clause points to a difference between a mortgage and a debt, and that the latter word only refers to a case where there is no mortgage. But even if it were so it would come to the same thing, for if the mortgage is vacated, the debt due on the covenant in the mortgage is also vacated. The society has therefore precluded itself from saying that there is any debt due, even though the receipt was given under a mis- take. The counsel for the respondents raised two points, the first was that if all the monies were not in fact paid, the statutory effect of the receipt did not arise. But that is not so ; to say that after the indorsement is made the parties were left free to reopen the question as to the amount due would be to rejieal the section. The second argument was that [the] two alternative provisions are really only two alter- native modes of re-vesting the property in the mortgagor, but such a contention would strike out part of the second alternative. The receipt has, iinder the statute, not only the effect of re-vesting the property, but also of vacating the mortgage ; therefore, in my ojiinion, the receipt pre- cludes the society from saying that anything remains due on the mortgage. Then it is said that the debt on the plaintiff's original obligation on the shares still remains, though the mortgage is gone ; but, in my opinion, it is clear that the mortgage covenant is to cover 7ivt only the mortgage money and interest but all the payments due on the shares, and even if all such payments have not been made, the debt is gone by reason of the indorsement. The case of Sparroiu v. Farmer was referred to, but when we look at the facts of that case we find that all that was decided there was, that though the mortgage debt was so far gone that the shareholder was able to redeem his property, yet he still remained liable for i)ay- ments in respect of shares still subsisting. But here all 150 The Building Societies Act, 1874. Sect. 42. wliicli was payable down to the time when the mortgage was satisfied is covered by the receipt, and there is no claim for payments accrued duo since, but for sums due before the mortgage was vacated. Therefore that decision has no bearing on the i^resent case." Lord Justice Fry in his judg- ment says: — "Then it was said that though the liability on the mortgage was satisfied, the liability on the shares remained ; hut all liuhility on the shares xuas merged in the mortgac/e, and as that is vacated the debt is gone also.^' It may seem somewhat difficult to reconcile this decision with Farmer v. Smith, which does not appear to have been cited. It should be remembered however that the two cases were decided under different Acts of Parliament, and that the earlier Act makes the receipt vacate the mortgage or further charge only, while under the later Act the effect of the receipt is to vacate the mortgage or further charge or debt. Fricsthjx. In PriestJij v. Hopioood, 4 N. R. 239; 10 L. T. 646; 12 Uopmod. w. E. 1031 ; 28 J. P. 628, the plaintiff executed a mortgage to the society in the usual way, and then sold the equity of redemption to the defendant, who covenanted to pay "all subscriptions and other payments which should become due thenceforth in resj^ect of the plaintiff's shares by virtue of the rules of the societj- ;" but the shares remained in the jalain- tiff's name. One of the rules provided that the managers might " determine the amount of money to be paid by any mortgagor in full for the claims of the society upon his property, on payment of which the share or shares in respect of which the security was made should become whoUj' ex- tinguished." The society having passed a resolution en- abling membex's to redeem their mortgages on payment of 60?. 105. per share the defendant paid this sum on each of the plaintiff's shares and the usual receipt was endorsed on the mortgage. The Court held that the effect of the resolu- tion and receipt wa^ to extinguish the plaintiff's shares, and consequently to release the plaintiff' from all liability to the society and the defendant from all liability to the plaintiff. Foi-m of Por the form of receipt, see riost, p. lo3. receipt. 37 & 38 YicT. c. 42. 151 43, If any society liereafter formed under this Sect. 43. Act, or any persons representing themselves to be a Penalties. society under this Act, commence business without first obtaining a certificate of incorporation under this Act, or if any society under this Act makes de- fault in forwarding to the registrar any returns or information by this Act required, or in inserting in any deposit book or acknowledgment or secm'ity for loan the matters required by section fifteen of this Act to be inserted therein, or makes a return wilfully false in any respect, the person or persons by whom business shall have been so commenced, or by whom such default shall have been made, or who shall have made such wilfully false return, shall be liable for every day business is so carried on, or for every such default or false return, upon summary conviction before justices at tlie complaint of the registrar, to a penalty not exceeding five pounds. If any society under this Act receives loans or deposits in excess of the limits prescribed by this Act, the directors or committee of management of such society receiving such loans or deposits on its behalf shall be personally liable for the amount so received in excess. The provisions of this section as to default in forwarding Default in returns to the registrar are similar to those of sect. 27 of the forwarding rGtuTiis. Companies Act, 1862, as to which see Gibson v. Barton, L. E. 10 Q. B. 329 ; 44 L. J. M. C. 81 ; 23 W. E. 858 ; 32 L. T. 396 ; 39 J. P. 628 ; i?. v. Neivton, 48 L. J. M. C. 77 ; 43 J. P. 351 ; Edmonds v. Foster, 45 L. J. M. C. 41 ; 24 W. E. 368 ; 33L.T.690; 40 J. P. 151. Personal As to the meaning of the words " in excess of the limits lialiility of prescribed by this Act," see Lool-er v. Wri(jley, Leigh v. for loans Wrigley, cited in note to sect. 15, ante, p. 107. in excess of borrow- ingpowers. 152 The Building Societies Act, 1874. Sect. 44. 44. One of Her Majesty's principal secretaries of Reguia- state may from time to time make regulations respect- tions. £jjg j.-^Q £ggg^ •£ g^jjy^ ^Q -^Q pg^^^j £qj, ^i^g transmission, registration, and inspection of documents under this Act, and generally for canying this Act into effect. The registrar shall give his certificates in the forms contained in the schedule to this Act respectively. Treasury The Treasury Eegulations issued in December, 1884, under tions 1884. ^^® authority of this section, will bo found at p. 164, infra. Forms of The forms of certificates now in use are those prescribed by certificates, the Building Societies Act, 1877 ; see sect. 6 of that Act, infra, p. 159. SCHEDULE. Form of Bokd. Know all men by these presents, that we, A. B., of , one of the officers of the Building Society, established at in the county of , and C. D. of (as surety on behalf of the said A. B.), are jointly and severally held and firmly bound to the said society in the sum of to be paid to the said society, for which payment well and truly to be made we jointly and severally bind our- selves, and each of us by himself, our and each of our heirs, executors, and administrators, firmly by these presents, sealed with our seals. Dated the day of in the year of our Lord Whereas the above-bounden A. B. hath been duly appointed to the office of of the Building Society, established as aforesaid, and he, together with the above-boimden C. D. as his surety, have 37 & 38 Vict. c. 42. 153 entered into tlie above- written bond, subject to the Schedule, condition hereinafter contained : Now, therefore, the condition of the above-written bond is such, that if the said A. B. shall and do render a just and true account of all monies received and paid by him, and shall and do pay over all the monies remaining in his hands, and assign and transfer or deliver all securities and effects, books, papers, and property of or belonging to the said society in his hands or custody, to such person or persons as the said society shall appoint, according to the rules of the said society, together with the proper or legal receipts or vouchers for such pay- ments, then the above-written bond shall be void and of no effect, otherwise shall be and remain in full force and virtue. Form of Eeceipt to be endorsed on Mortgage OR further Charge. The Building Society hereby acknowledge to have received all monies intended to be secured by the within [or above] written deed. In witness whereof the seal of the society is hereto affixed this day of by order of the board of directors \_or committee of manage- ment] in presence of secretary [or manager]. (l.s.) \_Other ivitnesses, if any required by the rules of the society. ~\ Forms of Certificate to be given under this Act. [Other forms are substituted for tliese by the Building Societies Act, 1S77, infra, p. 159.] h5 154 THE BUILDING SOCIETIES ACT, 1875. 38 Vict. c. 9. An Act to repeal section eifjht of the Building Societies Act, 1874, and make other provision in lieu thereof. [22iid April, 1875.] "Whereas by the Building Societies Act, 1874, the Act of the session of the sixth and seventh years of the reign of His late Majesty King William the Eourth, chapter thirty-two, intituled " An Act for the regulation of honefit building societies," was re- pealed, subject as in the recited Act mentioned, and by section eight of the said Building Societies Act, 1874, it was enacted as follows : " Every society, the rules of which have been cer- tified under the said repealed Act, shall be deemed to be a society under this Act, and may obtain a cer- tificate of incorporation under this Act, and thereupon its rules shall, so far as the same are not contrary to any expressed provisions of this Act, continue in force until altered or rescinded as hereinafter mentioned:" And whereas the words in the said section, whereby existing societies not having a certificate of incorpo- ration are deemed to be societies uuder the Building Societies Act, 1874, were inserted thi'ough inadvert- ence : Be it therefore enacted by the Queen's most ex- cellent Majesty, by and mth the advice and consent 38 Vict. c. 9. 156 of the lords spiritual and temporal, and commons, in this present Parliament assembled, and by the authority of the same, as follows : 1, Section eight of the Building Societies Act, Repeal of 1 874, is hereby repealed as from the date of the g's vict. commencement of such last-mentioned Act : Pro- ^- ^"^• vided that such repeal shall not affect any certificate of incorporation given, or any other thing heretofore done or suffered in pursuance of such section before the date of the passing of this Act. This section, as ajipears by the preamble, was rendered necessary by the error which had crept into sect. 8 of the Act of 1874, the effect of which was to bring societies established under the Act of 1836 within the Act of 1874, ■whether theij had obtained a certificate of incorporation or not. It accord- ingly repeals sect. 8 as from November 2nd, 1874, but with a saving clause in respect of anything done or suffered in pursuance thereof between that date and April 22nd, 1875. The result is, that societies certified under the Act of 1 836 were, in the interval between November 2nd, 1874, and April 22nd, 1875, governed by the Act of 1874, although not in- corporated under that Act. A loan made to an unincorpo- rated society during that interval, was accordingly held by the Court of Appeal to be valid on this ground ; but the Court was of opinion that a loan made before November 2nd, 1874, if otherwise invalid, was not made valid thereby, although continued during the interval. See Re Ouardian Permanent Benefit Building Society, cited in note to sect. 8 of the Act of 1874, ante, p. 99. Sect. 2 of the Act of 1875 now provides that a society established under the Act of 1836 may obtain a certificate of incorporation, and thereuj^on shall be deemed to be a society nnder the Act of 1874. 2. From and after the passing of this Act every Sulistitu- society, the rules of which have been certified under dausc for 156 The Building Societies Act, 1875. Sect. 2. the said Act of tlie session of the sixth and seventh s. 8 of years of the reign of His late Majesty King WiUiam Vict? 42 *^® Fourth, chapter thirty-two, intituled "An Act for the regulation of benefit building societies," may obtain a certificate of incorjioration under the Build- ing Societies Act, 1874, and thereupon shall be deemed to be a society under that Act ; and its rules shall, so far as the same are not contrary to any express provisions of that Act, continue in force until altered or rescinded as in that Act mentioned. See note to sect. 1, ante, p. 155. Short title. 3. This Act may be cited as the Building Socie- ties Act, 1875. 157 THE BUILDINa SOCIETIES ACT, 1877. 40 & 41 YicT. c. 63. An Act to amend the Building Societies Act, 1874, [14tli August, 1877.] "Whereas it is expedient to amend the laws re- lating to building societies : Be it enacted by tbe Queen's most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present parliament assembled, and by the authority of the same, as follows : 1. This Act shall be construed as one with " The Short title, „ . &c. Building Societies Act, 1874 " (herein termed, " the 37 & 33 principal Act"), and " The Building Societies Act, ^gft" 39'*'' 1875," and may be cited as " The Building Societies ^i^*- ^- ^^ Act, 1877," or, together with the said Acts, as " The Building Societies Acts." 2. Any society under the principal Act may Societies change its chief office in the manner its rules ^Jncre direct, or, if there be no such direction, then at a o^ces^^^^* general meeting specially called for the purpose, in the manner set forth in the rules of the society ; and no alteration of rule shall be necessary upon such change, nor shall the provisions of section eighteen of the principal Act apply to such change. Notice Notice of of every such change shall be given by the secretary change to J 58 The Buildixg Societies Act, 1877. Sect. 2. of the society to the registrar within seven days be sent to after such change, and shall be registered by him, registrar. ^^^ -^^ shall give a Certificate of such registration. For sect. IS of the Act of 187-1 see ante, p. 112. The uotico of a clicingo of oflico must bo in the form pre- scribed bj' the Treasurj' Eegulations, 1884 (Treasury Eegu- lations, 1884, r. 24, ii>fra, p. 170). Amend- 3. Section twenty-seven of the principal Act shall 37 & 38 be read as if the word "now" were omitted there- Vict. 0. 42, s. 27. from. For sect. 27 of tbe Act of 1874 see ante, p. 122. See note to next section. Eights 4 AH ricrhts of action and other rights and m- held in . ° ^ i , , ■, , i i -, • trust to terests in real and personal estate whatsoever held in societies, trust for any society heretofore incorporated under the principal Act shall, on the passing of this Act, vest in the society without any conveyance or assign- ment whatsoever, except in the case of stocks and secm-ities in the public funds of Great Britain and Ireland, and estates in copyhold or customary here- ditaments the title to which cannot be transferred without admittance. The effect of sects. 3 and 4 of this Act and of sect. 27 of the Act of 1S74 appears to be as follows : — In the case of a society under the old law which obtained a certificate of incorporation in the interval between Xovember 2nd, 1874, and August 14th, 1877, so much only of the property of the society vested in it on its incorporation as belonged to or was held in trust for the societj^ on November 2nd, 1874 (sect. 27); but all property held in trust for such a society on August 14th, 1877, vested in the society on that date (sect. 4). lu the case of any society under the old law obtaining a 40 & 41 YicT. c. G3. 159 certificate of incorporation since August l-ith, ISTT, the pro- Sect. 4. perty belonging to or lield in trust for it vests in the society immediately on its incorporation (sect. 27 ; sect. 3). 5. The registration by the registrar of the notice Eegistra- cf the union of any societies, or of the transfer of uuiou of the engagements of any society to another society, of^traugfer in terms of and subiect to the provisions of section of cngage- • • 1 » in meuts to thirty-three of the principal Act, shall operate as an operate as ~, , J. i? 1 • J. J. effectual effectual conveyance, transfer, and assignment, as at conveyance the date of the said registration, of the funds, pro- °n^|^l^j!cf. perty, and assets of the societies so unitiuff to the P^rty of . r, ^ . p . . uniting united society, or of the society transferring its societies to , , . 1 • J J 1 • 1 T the united engagements to the society to which such engage- society ami ments may be transfeiTcd, as may be set forth in the ^° ^Xclr instrument of union or transfer of engagements, engage- " . ments are without any conveyance, transfer, or assignment trans- whatsoever, save and except in the case of stocks and securities in the public funds of Great Britain and Ireland, and estates in copyhold or customary hereditaments the title to which cannot be trans- ferred without admittance : provided always, that such union or transfer of engagements shall not affect the rights of any creditor of either or any society uniting or transferring its ecgagements. See sect. 33 of tlie principal Act, and note thereto, ante, p. 133. 6. The forms in the schedule to this Act shall Foi-ms in henceforth be used under the Building Societies ibe used. Acts. This section does away with the forms of certificate con- tained in the schedule to the Act of 1874 ; the form of bond, however, and the form of the statutory receipt given in that schedule remain unaffected. 160 The Buildikg Societies Act, 1877. Schedule. SCHEDULE. Certificate of Incouporation. The Registrar of Building Societies in [England, Scotland, or Ireland] hereby certifies that the Building Society, established at , in the county of , is incorporated under " The Building Societies Act, 1874." This day of , 18 . \_SeaIof Central Office, or signature of Assistant Registrar of Friendly Societies.^ Certificate of Registratiox of Alteration of Rules. The Registrar of Building Societies in [England, Scotland, or Ireland] hereby certifies that the fore- going alterations of [or addition to] the rules of the Building Society, established at , in the county of , are registered under " The Build- ing Societies Act, 1874." This day of , 18 . [Seal of Central Office, or signature of Assistant Registrar of Friendly Societies.'] Certificate of Registration of Change of Name. The Registrar of Building Societies in [England, Scotland, or Ireland] hereby certifies that the regis- tered name of the Building Society, established 40 & 41 YicT. c. 63. 161 at , in the county of , is changed from Schedule, the date hereof to the name following : This day of , 18 . \_SeaI of Central Office, or signature of Assistant Registrar of Friendly Societies.~\ Certificate of Alteration of Chief Office. The Eegistrar of Building Societies in [England, Scotland, or Ireland] hereby certifies that the regis- tered chief office of the Building Society, esta- bKshed at , in the county of , is changed from the date hereof to the office or place following : This day of , 18 . \_Sealof Central Office, or signature of Assistant Registrar of Friendly Societies.~\ 162 THE BUILDING SOCIETIES ACT, 1884. 47 & 48 Vict. c. 41. An Act to amend the Building Societies Act, 1874. [7th August, 1884.] Whereas it is expedient to amend the laws relating to building societies : Be it enacted by the Queen's most excellent Majesty, by and with the advice and consent of the lords spiritual and temporal, and commons, in this present parliament assembled, and by the authority of the same, as follows : Construe- 1, This Act shall be construed as one with the short title. Building Societies Act, 1874, and the Building Societies Act, 1875, and the Building Societies Act, 1877, and may be cited as the Building Societies Act, 1884, or, together with the said Acts, as the Building Societies Acts. Definition 2. The word " disputes " in the Building Societies ^^^^ Acts, or in the rules of any society thereunder, shall putes." -jjQ deemed to refer only to disputes between the society and a member, or any representative of a member in his capacity of a member of the society, unless by the rules for the time being it shall be otherwise expressly provided ; and in the absence of such express provision, shall not apply to any dis- 47 & 48 YicT. c. 41. 163 pute between any sucli society and any member Sect. 2. thereof, or other person whatever, as to the construc- tion or effect of any mortgage deed, or any contract contained in any document, other than the rules of the society, and shall not prevent any society, or any member thereof, or any person claiming through or under him, from obtaining in the ordinary course of law any remedy in respect of any such mortgage or other contract to which he or the society would otherwise be by law entitled : provided always, that nothing in this Act shall apply to any dispute pending at any time before the passing of this Act between any such society and any member thereof, or other person, which before the passing of this Act shall have been actually referred, or agreed to be referred, to arbitration, or as to which the jmisdic- tion of any court of law shall have been adjudged to be excluded by a decision of any court of competent jurisdiction in an action or suit between the society and any member thereof or other person. See note to sect. 34 of tlie principal Act, a7ite, p. 135. 164 TREASUIIY EEGULATIONS, 1884. BUILDING SOCIETIES ACTS. In pursuance of the powers vested in me by the above-mentioned statutes, I, the Eight Honourable Sir William George Granville Yernon Harcourt, one of Her Majesty's Principal Secretaries of State, hereby revoke the Regulations made thereunder, and make the following Regulations in lieu thereof : — (1.) Every application for a certificate of incorpora- tion to a society in existence on the 2nd November, 1874, shall be made by a person authorized by a general meeting of the society, specially called for the purpose, and shall be in the Form A. annexed hereto, and shall be accompanied by the following documents : — (a) A copy of the rules of the society as they exist at the date of the application. (b.) A statutory declaration by the applicant in the Form B. annexed hereto. If the Registrar at the time the application is received by him has not received from the clerk of the peace for the county in which the society is established a transcript of the certified and enrolled rules of the society, he shall make application to the clerk of the peace for the same, and if the same is Treasury Eegulatioxs, 1884. 165 not received hy him witliin seven days of such appli- cation, shall, as soon as practicable, acquaint the applicant for incorporation therewith, who must furnish evidence that the rules are certified as pro- vided by 37 & 38 Yict. c. 42, s. 11, before the society can be incorporated, (2.) Every application for a certificate of incor- poration to a society about to be established, shall be in the Form C. annexed hereto, and shall be accom- panied by two printed copies of the rules marked and signed, as mentioned in the said Form. (3.) An alteration of the rules of a society may be either — (a.) A partial alteration, consisting of the addition of a new rule or part of a rule or rules to the existing rules, or of the substitution of a new rule or part of a rule or rules for any of the existing rules, or of a rescission of any of the existing rules or any part thereof without any substitution, or of more than one or all of those modes ; or, (b.) A complete alteration consisting of the sub- stitution of an entire set of rules for the existing set of rules. (4.) An appKcation for the registration of a partial alteration of rules must be made by three members and the secretary of the society, and must be made in the Form D. annexed hereto, and must be accom- panied by a statutory declaration in the Form E. annexed hereto, and by a printed copy of the existing rules, and by the following documents : — ;.' " (a.) If the partial alteration consists of the addition or substitution of a new rule or part of a 16G Treasury Eegulations, 1884, rule or rules, two copies of sucli rule or part of a rule or rules, each copy being marked Y. and signed by each of the applicants, (b.) If the partial alteration consists of the rescission of any of the rules without any substitution, two copies of the resolution for such rescis- sion, each cojiy being marked Y. and signed by each of the applicants. The Registrar before registering the partial altera- tion of rules, shall ascertain that it is in conformity with the Building Societies Acts. (5.) An application for the registration of a com- plete alteration of rules shall be made by three members and the secretary of the society, and shall be in the Form F. annexed hereto, and must be accompanied by a statutory declaration in Form E. annexed hereto, and by a printed copy of the existing rules and by two printed copies of the new rules, each copy being marked Z. and signed by each of the applicants ; and the Registrar before registering the new set of rules, shall ascertain that it provides for all matters which, by 37 & 38 Vict. c. 42, s. 16, are to be provided for by rules, and is in conformity with the Building Societies Acts. (6.) The certificate of registry of an alteration of rules shall be delivered to the applicants attached to one of the copies of the alteration. (7.) The last words in the name of any society established and incorporated under the Building Societies Acts, shall bo "Building Society; " and no change of name by any society shall be registered unless the new name ends with those words ; and the Treasury Regulations, 1884. 167 Registrar may refuse to allow the insertion in tlie name of any society aLout to he established and applying for incorporation under the said Acts, or the retention in the name of any society which seeks to change its name, of any words implying that the society is other than a building society. Change of Name. (8.) Every society changing its name shall give notice to the Registrar in the Form Gr. annexed hereto, accompanied by a statutory declaration in the Form H. annexed hereto. The Registrar, before issuing a certificate of registration of change of name, shall ascertain that the new name is not identical with that of any society previously registered, or so nearly resembling the same as to be calculated to deceive ; and in the event of such identity or re- semblance, may require the society desiring to change its name to satisfy him that such previously registered society is not subsisting, or, if subsisting, that it is in course of being terminated or dissolved, and consents to such registration. Transfer of Stock. (9.) Every application to the Registrar to direct a transfer of stock shall follow, as near as may be, the Form I. annexed hereto, and shall be accompanied by a statutory declaration in the Form K. annexed hereto, or as near thereto as the facts admit, and by the certificate of the stock in respect of which the application is made. (10.) Before making the application, the society shall submit to the Registrar for examination a draft 1C8 Treasury Eegulations, 1884. copy, on foolscap paper, written on one side only, of the proposed application and declaration. (U.) The Registrar before directing the transfer, may require further proof of any statement in the aj^plication. (12.) The Registrar shall give a direction in the Form L. annexed hereto so framed in each case as to suit the particular cu'cumstances, and shall register the same and deliver the same to the appli- cants, endorsed with the word " Registered," and duly authenticated. Dmolution. (13.) The instrument of dissolution shall he on foolscap paper in the Form M. annexed hereto, and shall be signed in duplicate, and accompanied by a statutory declaration in the Form N. annexed hereto. (14.) The Registrar shall return one of the dupli- cates to the society, with a certificate in the Form 0. annexed hereto. (15.) Alterations in the instrument of dissolution shall be signed, declared to and certified in like manner. (IG.) When a society is dissolved otherwise than by an instrument of dissolution, notice of the com- mencement of the dissolution shall be given to the Registrar in duplicate, within fourteen days froin such commencement, in the Form P. annexed hereto, and the Registrar shall return one coj)y to the society, endorsed with the word " Registered," and duly authenticated. (16a.) "When a society is wound up either volun- Treasury Eegulations, 1884. 169 tarily under the supervision of the Court or by the Court, notice of the commencement of the winding up shall be given to the Registrar in duplicate, within fourteen days from the date of the order for winding up subject to the supervision of the Court, or of the order for winding up by the Court, as the case may be, in the Form P a. hereto annexed, and the Registrar shall return one copy to the society, endorsed with the word " Registered," and duly authenticated. (17.) Notice of the termination of every dissolu- tion shall be given to the Registrar in duplicate, within fourteen days from such termination, in the Form Q,. annexed hereto, and the Registrar shall return one copy to the society, endorsed with the word " Registered," and duly authenticated. (17a.) Notice of the termination of every winding up subject to the supervision of the Court or by the Court shall be given in duplicate to the Registrar within fourteen days from the termination of such winding-up in the Form Q, a. hereto annexed, and the Registrar shall return one copy to the society, endorsed with the word " Registered," and duly authenticated. Union of Societies or Transfer of Engagements. (18.) "Where two or more societies unite, notice shall be given to the Registrar in duplicate in the Form R. annexed hereto, and the Registrar shall return one copy to the united society, endorsed with the word " Registered," and duly authenticated. (19.) "Where a society transfers its engagements to another, notice shall be given to the Registrar in w. I 170 Treasury Regttlatioxs, 1884. duplicate in the Form S. annexed hereto, and the Begistrar shall return one copy to the transferee society, endorsed with the word " Registered," and duly authenticated. Ai'bitrafion. (20.) The submission of a dispute to the Registrar shall be in duplicate in the Form T. annexed hereto. Where the rules of the society provide that disputes shall be submitted to the Registrar, and either party to the dispute refuses or neglects to fill up and sign the portion of the submission relating to his case, the other party may send the submission to the Registrar. The Registrar may require either party to support any statement in the submission by statu- tory declaration. (21.) If the Registrar desires the parties to appear, notice shall be given in the Form V. annexed hereto. (22.) The award of the Registrar shall be in the Form W. annexed hereto. (23.) If any order for discovery be necessary, it shall be in the Form X. annexed hereto. (24.) The notice of change of the chief office of a society shall be in Form Y. Fees. (25.) The following fees shall be payable under the Acts : — £ s. d. For the certificate of incorporation of a society 10 For the certificate of registry of an alte- ration of rules . . . . 10 £ s. d. 10 1 Treasury Eegulations, 1884. 171 For the certificate of registry of a change of name ...... For a direction to transfer stock For the certificate of registry of an in- strument of dissolution, or alteration therein 10 For registry of notice of the commence- ment or termination of a dissolution or -landing up . . . . .026 For registry of union or transfer . .0100 For an award by the Registrar on a dispute . . . . . 10 And, if more than one hearing or an adjournment becomes necessary, then 1/. more for every hearing after the first, and for every ad- journment. For an order for discovery . . . 10 For every document required to be authenticated by the Registrar, not chargeable with any other fee . 2 6 For every inspection on the same day of documents (whether one or more), in the custody of the Registrar, relating to one and the same society . .010 For every copy or extract of any docu- ment in the custody of the Registrar, not exceeding 216 words Is., and if exceeding that number 4(?. per folio of 72 words, in addition to the fee for authentication. i2 172 Treasury Regulations, 1884. Anthentication of Documents hy Registrar. (26.) Every document under the Building Societies Acts, bearing the seal of the central office for registry of Friendly Societies, or the signature of the Assist- ant-Registrar of Friendly Societies for Scotland or Ireland, as the case may require, shall be deemed to be duly authenticated for the purposes of the said Acts and the Regulations made thereunder. (27.) Where a document is tendered for registry which appears to the Registrar substantially to com- ply with the provisions of the Building Societies Acts the Registrar may dispense with the use of any of the forms prescribed by the Regulations, but nothing in this Regulation contained shall hinder the Registrar from refusing to register a document not in the prescribed forms when it shall appear to such Registrar to be unnecessarily long, or to contain extraneous matter. (28.) The Registrar may also modify any such forms to suit particular cases, and may dispense with the obligation to supply a duplicate of any document where such obligation is imposed only by the Regulations. Whitehall, December, 1884. For societies registered in Scotland the address "43, New Register House, Edinbm-gh," and in Ireland " 9, Upper Ormond Quay, Dublin," will be substituted for " 28, Abingdon Street, Westminster." Treasury Regulations, 1884. 173 Form A. Building Societies Acts. Application for a Certificate of Incorporation to a Society existing on November 2, 1874. Building Society. This application for a certificate of incorporation under the above-mentioned Act to the Build- ing Society, which on the 2nd of November, 1874, was a building society existing under the Act 6 & 7 Will. IV. c. 32, is made by the person whose name is subscribed at the foot hereof. Accompanying this application are sent a copy of the rules of the society, as they exist at the date of the application, and a statutory declaration by the applicant (in the form required by the Regulations of the Secretary of State) to the effect that he was authorized to make this application by a general meeting of the society specially called for the pur- pose. Signed . Address . Date . To the Registrar of Building Societies, 28, Abingdon Street, Westminster, London, S.W. Form B. Building Societies Acts. Declaration acconqxinying Application in Form A. Building Society. of do solemnly and sincerely de- clare that at a general meeting of the Society, 174 Treasury Regulations, 1884. specially called for the purpose, authority was duly given to me to make application for the incorporation of the said society under the above-mentioned Acts ; and that the rules of the said society have been cer- tified under the G & 7 Wm. IV. c. 32. And I make this solemn declaration conscientiously believing the same to be true, and by vu'tue of the provisions of the Statutory Declarations Act, 1835. Taken and received before me, one of Her Majesty's justices of the peace for the county of , at , in the said county, this day of , 18—, Form C. Building Societies Acts. Application fo)- a Certificate of Incorporation to a Society/ about to he established. Building Society. 1. This application for a certificate of incorpora- tion for a society intended to be established under the above-mentioned Acts as a building society, under the name of the Building Society, is made by the four persons whose names are subscribed at the foot hereof. 2. The name of the society and chief office or place of meeting for the business of the society are set forth in rule No. . 3. The manner in which the stock or funds of the Treasury Eegulatioxs, 1884. 175 society are to be raised, the terms upon which paid up shares (if any) are to he issued and repaid, and whether preferential shares are to be issued, and if so, within what limits, if any ; and whether the society intends to avail itself of the borrowing powers con- tained in the Acts, and, if so, within what limits, which do not exceed the limits prescribed by the Acts, are set forth in rule No. . 4. The purposes to which the funds of the society are to be applied and the manner in which they are to be invested, are set forth in rule No. . 5. The terms upon which shares may be withdrawn, and upon which mortgages may be redeemed, are set forth in rule No. . 6. The manner of altering and rescinding the rules of the society, and of making additional rules, is set forth in rule No. . 7. The manner of appointing, remimerating, and remo\ang the board of directors or committee of management, auditors, and other officers, is set forth in rule No. . 8. The manner of calling general and special meetings of the members is set forth in rule No. . 9. Provision for an annual or more frequent audit of accounts, and inspection by the auditors of the mortgages and other securities belonging to the society is made by rule No. . 10. Whether disputes between the society and any of its members, or any person claiming by or through any member, or under the rules, shall be settled by reference to the Court, or to the Registrar, or to arbitration, is determined by rule No. . 176 Treasury Eegulations, 1884. 11. Provision for the device, custody, and use of the seal of the society, and that it shall bear the registered name thereof, is made by rule No. . 12. Provision for the custody of the mortgage deeds and other securities belonging to the society is made by rule No. . 13. The powers and duties of the board of directors or committee of management and other officers are set forth in rule No. . 14. The fines and forfeitures to be imposed on members of the society are set forth in rule No. . 15. The manner in which the society shall be ter- minated or dissolved, and whether it is terminating or permanent, are set forth in rule No. . 16. In other respects the rules are in conformity with the above-mentioned Acts. 17. Accompanying this application are sent two printed copies of the rules, each marked P. and signed by each of the applicants. (Signed) 1. , Member. 2. , Member. 3. , Member. 4. , Secretary. *Here in- sert the address to Dated the day of , 18—. Tn^wer to ^0 the Eegistrar of Building Societies, the ap- 28, Abingdon Street, Westminster, plication is t t o -rrr to be sent. LiOndon, b. W. Treasury Regulations, 1884. 177 Form D. Building Societies Acts. Application to register a Partial Alteration of Rules. Building Society. Register No. . This application to register a partial alteration of the rules of the Building Society is made by the four persons whose names are subscribed at the foot hereof. With this application are sent : — (a.) A printed copy of the registered rules marked to show where and in what way they are altered : (b.) Two printed [or written] copies of the altera- tion, each marked 0., signed by each of the applicants : (c.) A statutory declaration of an officer of this society, that in making the alteration of rules now submitted for registry, the pro- visions of sect. 18 of the 37 & 38 Yict. c. 42 have been complied with. (Signed) 1. Member. 2. Member. 3. Member. Address 4. Secretary. Date day of 18^. To the Registrar of Building Societies, Abingdon Street, Westminster. i5 178 Treasury Regulations, 1884. Form E. Building Societies Acts. Declaration accompanying Alteration of Rules. Building Society. Register No. I, of , an officer of tlie above- named society, do solemnly and sincerely declare that in making the alteration of the rules of the said society, the application for the registration of which is appended to this declaration, the provisions of sect. 18 of the o7 & 38 Vict. c. 42 have been complied with. And I make this solemn declaration, conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1835. Taken and received before me, one of Her Majesty's justices of the peace for the county of , at , in the said county, this day of , 18 — , Form F. Building Societies Acts. Application for Registry of Complete Alteration of Rules. Building Society. Register No. . 1. This application for the registration of a com- plete alteration of the registered rules of the Building Society is made by the four persons whose names are subscribed at the foot hereof. 2. The complete alteration submitted for registra- tion is the substitution of the set of rules, two printed copies of which (each copy marked P. and signed by each of the applicants) accompany this application, for the set of rules already registered. Treasury Eegulations, 1884. 179 3. The name of the society, and chief office or place of meeting for the business of the society are set forth in rule No. . 4. The manner in which the stock or funds of the society are to be raised, the terms upon which paid- up shares (if any) are to be issued and repaid, and whether preferential shares are to be issued, and if so, within what limits, if any ; and whether the society intends to avail itself of the borrowing powers contained in the Acts, and, if so, within what limits, which do not exceed the limits prescribed by the Acts, are set forth in rule No. . 5. The pm-poses to which the funds of the society are to be applied, and the manner in which they are to be invested, are set forth in rule No. . 6. The terms uiDon which the shares may be with- drawn, and upon which mortgages may be redeemed, are set forth in rule No. , 7. The manner of altering and rescinding the rules of the society, and of making additional rules, is set forth in rule No. . 8. The manner of appointing, remunerating and removing the board of dii-ectors or committee of management, auditors and other officers, is set forth in rule No. — . 9. The manner of calling general and special meet- ings of the members is set forth in rule No. . 10. Provision for an annual or more frequent audit of the accounts, and inspection by the auditors of the mortgages and other securities belonging to the society, is made by rule No. . 11. Whether disputes between the society and any of its members, or any person claiming by or through 180 Treasury Eegulations, 1884. any member, or under tlie rules, shall be settled by reference to the Court, or to the Registrar, or to arbitration, is determined by rule No. . 12. Provision for the device, custody and use of the seal of the society, and that it shall bear the registered name thereof, is made by rule No. . 13. Provision for the custody of the mortgage deeds and other securities belonging to the society is made by rule No. . 14. The powers and duties of the board of directors or committee of management and other officers are set forth in rule No. . 15. The fines and forfeitiu'es to be imposed on members of the society are set forth in rule No. . 16. The manner in which the society shall be ter- minated or dissolved, and whether it is terminating or permanent, are set forth in rule No. . 17. This application is also accompanied by a printed copy of the existing rules and by a statutory declaration of , an officer of the said society, to the effect that in making the alteration of rules now submitted for registration the provisions of sect. 18 of the 37 & 38 Vict. c. 42 have been com- plied with. (Signed) 1. Member. 2. Member, 3. Member. 4. Secretary. Address . Date . To the Eegistrar of Building Societies, 28, Abingdon Street, Westminster, S.W. day of 18 — . Treasury Eegulations, 1884. 181 Form G. Building Societies Acts. Notice to Rcgidmr of Change of Name. ^^r^ilteS^ Building Society. Eegister No. — . Notice is hereby given, that at a meeting of the Building Societ}^ called for the purpose, held on the day of , , it was resolved by three-fomihs of the members present : — " That the name of the society be changed to Building Society." \ Member. Member. / Member. Secretary. Address . Date day of 18—. To the Registrar of Building Societies, 28, Abingdon Street, Westminster. Form H. Building Societies Acts. Declaration as to Change of Name. ^^eS^eS^ Building Society. Eegister No.—. I of an officer of the above-named society, do solemnly and sincerely declare that in making the change of name, notice of which is appended to this declaration, the provisions of sect. 22 of the 37 & 38 Yict. c. 42 have been duly complied with. 1<^~ Treasury Regulations, 1884. And I make this solemn declaration, conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1835. Taken and received before m.e^'] one of Her Majesty's jus- tices of the peace for the said county of , at > in the said county, this day of 18— .J Form I. Building Societies Acts. AppUcatio)i for Direction to transfer Stock. Building Society. liegister No. — . 1. This application is made by the four persons whose names are subscribed at the foot hereof, being the secretary [?/ not, state ichicU ot/ier officer'] and three members of the board of directors [or com- mittee of management] of the Building Society. 2. For the purpose of making an investment in the public funds, the said society [or the board of directors, or the committee of management of the said society] did on the day of appoint of in the county of [here name and describe all the trustees then aj^pointed] to be trustees. 3. On the day of the sum of was invested in the pui'chase of stock transferable at the Bank of England [or Ireland] in the names of the said trustees, and the same is still Treasury Eegulatioxs, 1884. 181 standing in tlieir names, as follows : — \_state exactly in loliat names the stock stands'], 4. The said is absent from England \or Ireland] [or became bankrupt on the day of , or filed a petition {or executed a deed) for liquidation of his affairs by assignment or arrange- ment, or for composition with his creditors on the day of , or has become a lunatic, or died on the day of , or has not been heard of for years, and it is not known whether he is living or dead]. 5. On the of the said society [or the board of directors, or the committee of manage- ment of the said society] removed the said from his appointment as one of the said trustees, and appointed [give full name and description] in his place. 6. Since such removal, application has been made in writing to the said [removed trustee] to join in the transfer of the said stock into the names of the said [here give the names of the other trustees, and the new trustee appointed in the place of the one removed~] as trustees for the said society, but he has refused to comply [or, has not complied] with such applica- tion. [TJiis paragraph may he omitted or varied as the facts require.] 7. This appHcation to the Registrar is made pur- suant to 37 & 38 Yict. c. 42, sect. 26, that he may direct the said stock to be transferred into the names of the said as trustees for the society, by [this blank should be filed by the names of the surviving or continuing trustee or trustees, if any, and if they be willing and able to make the transfer ; but if ISl Treasury E-egulations, 1884. there he no such trustee, or if he or they refuse or he nnahle to make the transfer, then hy the words the accountant-general or deputy or assistant accountant- general of the said bank ; and a full statement of the facts and of the grounds of such refusal or inahility should he made~\. Secretary [or officer]. The seal must be applied and wit- nessed in the manner directed by the rules of the society. (Seal of the Society.) Address Date — Members of the Board or Committee. 18—. — day of — To the Registrar of Building Societies, 28, Abingdon Street, Westminster. Form K. Building Societies Acts. Declaration verifying Statements in an AjJjJlication for direction to transfer Stock. Building Society. Register No — . of in the county of do solemnly and sincerely declare that I am the secre- tary [or other officer, naming the office^ of the Building Society. That , , and , whose names are subscribed at the foot of the application hereto annexed, are members of the board of directors [or committee of management] of the said society. That on the day of , 18 — , Treasury Eegulations, 1884. 185 and therein mentioned were appointed trustees of the said society. That on the day of , 18 — , the sum of was invested in the purchase of stock, transferable at the Bank of England \_o)' Ireland] in the names of the said trustees, and the declarant believes that it is still standing in their names, as follows: — [^sfate as in Form /.] That the said is absent from England [or as the case may he\. That on the day of , the said was removed from his appointment as one of the said trustees, and was appointed in his place. That since such removal, application has been made in writing to the said* to join in the *These transfer of the said stock into the names of the said^' be mied as as trustees for the said society, but he has ^^ ^^^ refused to comply [or, has not complied] with such application. \This paragraph may he omitted or varied as the facts require.'] And I make this solemn declaration, conscien- tiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1835. Taken and received before me, one of Her Majesty's jus- tices of the peace for the said county of , at )> , in the said county, this day of , 18—. 18G , Treasury Regulations, 1884. Form L. Building Societies Acts. Direction hy the Registrar to transfer Stock. Whereas it lias been made to appear to the Re- gistrar of Building Societies that stock, transferable at the Bank of England \_or Ireland] is now standing in the names of , , and , who are trustees for the Building Society, incorporated under the above- mentioned Acts. And that the said is absent from England [or as the case may he']. And that has been appointed trustee for the said society in place of the said . The Registrar of Building Societies hereby directs, pursuant to sect. 26 of the Building Societies Act, 1874, that the said sum of so standing in the books of the Grovernor and Company of the Bank of England [or Ireland] in the names of the said be transferred in the said books by the said into the names of the said , or. And that there is no trustee of the said society, or that the surviving or continuing trustee or trustees refuse or are unable to transfer the said stock. The Registrar of Building Societies hereby directs, pursuant to sect. 26 of the Building Societies Act, 1874, that the said smn of , so standing in the books of the Governor and Company of the Bank of England [or Ireland] be transferred in the said books by the accountant-general, or deputy or assistant accountant-general, of the said bank into the names of the said . Address . Date , 18 — . [_To he authenticated as prot-ided hy Regulation 26.] Treasury Regulations, 1884. 181 Form M. Building Societies Acts. Instrument of Dissolution. — Building Society. Register No. — . Instrument of dissolution of the Building Society made tlie day of , pursuant to tlie Act 37 & 38 Vict. c. 42, s. 32, and signed by not less than three-fourths of the members holding not less than two-thirds of the number of shares in the said society. It is agreed and declared as follows >-v: 1. The liabilities and assets of the society are the following \_here set them forth in detail']. 2. The number of members is , the number of shares is , the amount standing to the credit of the members in the books of the society is . 3. The society owes to depositors the sum of , and to other creditors the sum of , and such sums shall be paid out of the first moneys which shall be received by the trustees hereby appointed [_or as the case may he\ 4. After payment of the claims of depositors and other creditors, the funds and property of the society shall be appropriated and di\dded among the members thereof in the propor- tion of the amount standing to each mem- ber's credit in the books of the society \or as the case may he]. 5. A., B., and C. [jcjiving full names, addresses, and descriptions'], are hereby appointed trustees for the special purpose of the dissolution, 188 Treasury Regulations, 1884. and shall bo remunerated by tbe sum of £ [or as t/ie case may he~\. [Here insert any other x>^'Ovisions the society desires to maixe as to the dissolution^] The seal must bo upjilied and wit- nessed iu The manner directed by the rules of the society. Signatures of members. Signatures of trustees. (Common seal of the society.) Number of sharps held by membei's sigTiing. * [nr the alteration of the in- strument of dissolu- tion.] Form N. Building Societies Acts. Declaration to accompany Instrument of Dissolution. Building Society. Register No. — . I, , of , an officer of the above- named society, do solemnly and sincerely declare that the instrument of dissolution* appended to this de- claration is signed by not less than three-fourths of the members, holding not less than two-thirds of the number of shares in the said society. And I make this solemn declaration, conscien- tiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1835. Taken and received before me, ' one of Her Majesty's justices of the peace for the said county of , in the said county, this day of , 18—. J Treasury Eegulations, 1884. 189 Form 0. Building Societies Acts. Certificate of Registration of Instrument of Dissolution. The Eegistrar of Building Societies in [England, Scotland, or Ireland] hereby certifies that the fore- going instrument of dissolution* of the *[o>-aite- rcition of Building Society, established at , in the the iustiu- county of , is registered under the Building dissoiu- Societies Acts. *^°°-^ This day of , 18—. \_To be authenticated as jyrovidcd by Regulation 26.] Form P. Building Societies Acts. Notice of Commencement of Dissolution xcherc no In- To be strumcnt of Dissolution is executed. within Building Society. Register No. — . To the Registrar of Building Societies, 28, Abingdon Street, "Westminster. Notice is hereby given, that, in pursuance of the rules of the above-mentioned society, or of a resolu- tion duly passed in pursuance of the rules of the society on the day of , The dissolution of the society commenced on the day of . (Seal of society.) must'S Name and address to \ appUed 1 and Avit- "which registered copy > nessed in . , , 1 the manner is to be sent. / dii-ected by -r\ > -I Q the rules of JJate , 15 — . the society. 190 Treasury Regulations, 1884. Form P a. Building Societies Acts. '^9 ^^ Notice of Commencement of Winding up. I4*days of Building Society. Register No. — . Court. To the Registrar of Building Societies, 28, Abingdon Street, Westminster. Notice is hereby given that the voluntary winding up, subject to the supervision of the Court, or the winding up by the Court, of the above-mentioned society commenced on the day of . The seal (Seal of the society.) must be applied Name and address to and wit- nessed in which registered copy the manner • i -i i. directed by IS tO 06 SCUt. the rules of .^^ the society. Date , lo — . Form Q. Building Societies Acts. Notice of Termination of Dissolution. '^9 ^^ Building Society. Register No. — • H^da'^s ^^ ^^ Registrar of Building Societies, 28, Abingdon Street, Westminster. Notice is hereby given, that, pursuant to the in- strument of dissolution [or rules, as the case may he~\ Treasury Eegulations, 1884. 191 of the above-mentioned society, the dissolution thereof terminated on the day of . "1 The trustees for the purpose of the dissolution, ).[or, three members and the secretary if the dissolution is not by instrument.] Name and address to\ which registered copy > is to be sent. / Date , 18—. Form Q, a. Building Societies Acts. Notice of Termination of Winding up. To bo given Building Society. Eegister No. — . ^vithin To the Eegistrar of Building Societies, 28, Abingdon Street, Westminster. Notice is hereby given that the voluntary winding up, subject to the supervision of the Court, or the winding up by the Court, of the above society ter- minated on the day of . \ Liquidator or liquidators. Name and address to which registered copy is to be sent. Date , 18—. or OflQcial liquidator or liquidators. 192 Treasury Eegulations, 1884. Form E. Building Societies Acts. Notice of Union of Societies. {A) Building Society. Register No. — . {B) Building Society. Register No, — . To the Registrar of Building Societies, 28, Abingdon Street, Westminster. Notice is hereby given, that at a general meeting convened for the purpose and held pursuant to 37 & 38 Vict. c. 42, s. 33, on the day of , 18 — , the {A) Building Society above mentioned, passed by three-fourths of the members, holding not less than two-thirds of the whole number of shares, present at such meeting, the following resolution to unite with the {B) Building Society : — \_IIere give the words of the resolution os passed. '\ And that at a general meeting convened for the purpose and held pursuant to 37 & 38 Vict. c. 42, s. 33, on the day of , IS — , the said (B) Building Society passed, by threcifourths of the members, holding not less than two-thirds of the whole number of shares, present at such meeting, the following resolution to unite with the said {A) Building Society : — [_llere give the icords of the resolution as passed.^ And that the following are the terms of the said union : — \_State the terms.~\ And that it is intended that the united societies shall henceforth be called the Building Society. Treasury Regulations, 1884. 193 Accompanying this notice is a copy of the rules intended to be henceforth adopted by the united society [which are the rules of the Building Society.] (Seal of the (A) Building Society.) The seals (Seal of the (B) Building Society.) applied -»T 1 T 1 1 < and wit- JName and address to] nessedin the manner which registered copy j dSTb^ the rules o the so- cieties re- spectively. is to be sent. '' the rules of the so- Date , 18 — . cieties re- Form S. BuUdrng Societies Acts. Notice of Transfer of Engagements. Building Society. Register No. I To the Registrar of Building Societies, 28, Abingdon Street, Westminster. Notice is hereby given, that at a general meeting convened for the pui-pose and held pursuant to 37 & 38 Vict. c. 42, s. 33, on the day of , 18 — , the above-mentioned society resolved, by three- fourths of the members, holding not less than two- thirds of the whole number of shares, present at such meeting, to transfer its engagements to the Building Society, Register No. — . And that at a general meeting convened for the purpose and held pursuant to 37 & 38 Yict. c. 42, 8. 33, on the day of , 18 — , the said \_Transferee'] Building Society resolved, by three- fourths of the members, holding not less than two- thirds of the whole number of shares, present at such meeting, to accept such transfer and to undertake the W. K 394 Treasury Eegulations, 1884. The seals must be applied and wit- nessed in the manner directed by the rules of the so- cieties re- spectively. engagements of the said [Tranfifcro)''] Building So- ciety. And that the following are the terms of the said transfer : [_State the terms.'] (Seal of the Transferor Society.) (Seal of the Transferee Society.) Name and address to which registered copy is to be sent. Date 18- The part within brackets is not necessary where the rules direct disputes to be re- feri'ed to the Eegis- trar. Form T. Building Societies Acts. Submission of a Dispute. and the — Dispute between and the Building Society. Register No. — . [The above-named parties agree to submit the dis- pute between them to the Registrar. Signature of Claimant. (Seal of Society.)] The said submits as follows : — 1. That he is a member of the said Society [or claims by or through a member, or under the rules, as the case may be]. 2. That [giv(^ 7;ftri'/c? be conspicuously posted m the offices of the society, at least three weeks before the day of meeting, and shall, unless called by circular, be advertised in two daily and two weekly London newspapers, and such other papers as the board may think proper, at least Rules of a Permanext Building Society. 223 two weeks before the day of meeting ; and sucli notices sliall be deemed sufficient to convene any meeting of members. 43. Every dispute between tbe board and any ArMtra- member or person claiming by or througb any member or under tbe rules on which the decision of the board shall not be deemed satisfactory, shall be settled by reference to the registrar, under the Build- ing Societies Act, 1874. 44. Each member, requiring a reference to arbitra- Arbitra- tion, shall deposit with the secretary 1/. on account of costs. The costs and expenses of the arbitration, including such deposit, shall be in the discretion of the registrar. 45. In the construction of these rules a month interprc- shall be held to be a calendar month. The word " year " shall mean the society's year, and the society's first year shall be taken to expire with the day of , 18 — ; and by the word " board " shall be understood " board of directors ;" and whenever any word importing the singular num- ber or the masculine gender only is used, it shall be held to include and apply to the plural number or feminine gender, as the case may be, and 'vice versa, unless there shall be something in the subject or con- text repugnant to such construction. 46. The society may be dissolved in the manner Dissolu- prescribed by the Building Societies Act, 1874, s. 32, *^°"" 224 MORTGAGE OF LEASEHOLDS TO A PER- MANENT BUILDING SOCIETY. THIS INDENTURE made the day of 18 — Between A. B, of &c. (hereinafter called the mortgagor) of the one part and the Building Society incorporated under the Building Societies Act 1874 (hereinafter called the society) of the other part "Whereas by an indenture of lease dated the day of and made between C. D, of the one part and E. F. of the other part All that &c. [parcels from the lease] with the appurtenances were demised to the said E. F. his executors administrators and assigns for the term of years from the day of at the yearly rent of £ and subject to covenants by the lessee and conditions therein contained And WHEREAS the said premises are now vested in the mortgagor for the residue of the said term of years And whereas the mortgagor is a member of the society and has agreed to borrow the sum of £ in respect of his advanced shares therein for the term of years and to assure the premises to the society to secure the repayment of such sum with interest and premium as herein- after mentioned Now this indenture witnesseth that in consideration of the premises and of the sum of £ paid out of the funds of the society on the execution hereof to the mortgagor (of which sum Mortgage of Leaseholds. 225 he doth hereby acknowledge the receipt) The mortgagor as heneiBcial owner hereby demises unto the society all the said hereditaments and premises by the said indenture of the day of expressed to be demised To hold the said premises unto the society for the residue of the said term of years (except the last three days thereof) by way of mortgage for securing the discharge by the mortgagor in accordance with the rules and bye-laws of the society of the sum of £ (being the aggregate amount of the said cash advance and an agreed premium therefor) and of all subscriptions fines interest and other sums if any which before such discharge may be owing by the mortgagor to the society upon the above-mentioned shares or upon any other share or shares therein or in any other way And it is agreed that if three of the monthly subscriptions herein provided for shall be in arrear and iinpaid or if default be made by the mortgagor in observance or performance of some agreement covenant rule or bye-law herein con- tained or incorporated by reference or otherwise or if the mortgagor shall be bankrupt or in insolvent circumstances or make any general arrangement with his creditors whether by deed or otherwise then and in any and each of such events the society may at any time thereafter and from time to time in their absolute discretion without any further consent of the mortgagor do all any or either of the following acts that is to say — Require immediate payment from the mortgagor of the full amount that at the date of such request would be necessary for the redemption of this mortgage in accordance with the rules and l5 226 Mortgage of Leaseholds. bye-laws of the society or distrain for the amount of any monthly subscriptions and fines which shall be in arrear and unpaid and of any payments made by the society under the powers hereby confen-ed upon them as for rent in arrear upon a common demise or enter into possession of the premises or receipt of the rents and profits thereof or appoint a collector of such rents and profits at a reasonable remuneration or demise the premises or any part thereof for any terms and upon any conditions or complete any unfinished buildings thereon or repair the premises when and as the society shall deem any repair needful or expedient and for such j)urposes enter into such contracts as they may think proper or expedient or insure any buildings on the said pre- mises from fire in such sums as the society shall deem expedient or pay [the ground rent or] an}^ rates or taxes and all costs charges expenses and outgoings incurred or payable in respect of the premises And may either before or after doing any such act as aforesaid and subject or not to any such demise sell the premises or any part thereof by public auction or private contract subject or not to any special or other conditions as to title or otherwise and buy in or rescind contracts and resell without responsibility for loss and do all things necessary for effectuating demises and sales And shall out of the said rents and profits and moneys arising from sales or any or either of them so far as the same will extend firstlj' pay [the ground rent and] the rates and taxes in respect of the premises and all such costs charges expenses and outgoings as aforesaid together with interest thereon respectively at the rate of five poimds Mortgage of Ijeaseholds. 227 per centum per annum from the respective times of any such payments and next retain all subscriptions fines interest premium and other moneys due or owing by the mortgagor to the society in respect of the above-mentioned shares or any other share or shares therein in accordance with the rules and bye- laws of the society and after discharge of all moneys intended to be hereby secured pay the surplus (if any) to the mortgagor And it is agreed that the receipts of the society or of any authorized officer or agent of the society shall discharge lessees tenants occupiers purchasers and other persons paying rents profits purchase and other moneys to the society from the same and from seeing to the application thereof. And that no lessee tenant occupier purchaser or other person shall be bound to inquire whether any monthly subscriptions are in arrear or whether de- fault has been made as aforesaid or whether any money remains on the security of these presents or whether the conditions of sale Avere proper or other- wise as to the propriety or regularity of any exercise of any power hereby conferred or be affected by notice actual or constructive to the contrary And it IS FURTHER AGREED that in casc the mortgagor shall commit any breach of any covenant or agreement included herein the society shall be entitled to exercise any of the rights or powers thereupon arising at any time thereafter notwithstanding any time given by the society to the mortgagor or receipt of any moneys or other act done by the society and which but for this clause might have been construed to be a waiver of such breach And the mortgagor hereby covenants with the society that he the mort- 228 Mortgage of Leaseholds. gagor will during the continuance of this security duly and punctually pay to the proper officer and at the office for the time being of the society the monthly sub- scription of -onthe [first Monday] in every calen- dar month commencing with the month of next until the whole of the said sum of £ and interest at the rate of five pounds per centum per annum from the day of shall have been duly paid to the society or discharged as aforesaid such interest to be calculated for the present year on the said sum of £ and for each succeeding year on the amount remaining due to the society on the thirty- first day of December in the year last preceding and to be then debited to the account of the mortgagor in the books of the society A:nd that the mort- gagor will upon demand pay to the society all and every sums or sum of money which they shall expend under or in execution of the powers hereby conferred on them with interest for the same after the rate of five pounds per centum per annum from the respec- tive times of the payment thereof And v^^ill keep the buildings now or hereafter standing on the pre- mises in good repair and also insured against loss or damage by fire to the amount of three-fourths of the value at least in such names office and manner as shall from time to time be required by the society and deposit every policy for such insurance with the society and produce the receipts for the payment of such insurance [and of the ground-rent payable in respect of the premises] within seven days after the first day on which the same respectively shall become payable or sooner on request to the proper officer and at the office for the time being of the society Mortgage of Leaseholds. 229 And that if the premises shall be sold as aforesaid and if the rents and profits (if any) received by the society and the moneys produced by the sale shall be deficient to answer the trusts hereinbefore de- clared thereof the mortgagor will immediately pay to the society the sum necessary to make up such deficiency And that after any sale or sales shall have been made by the society the mortgagor will stand possessed of the premises sold for the last three days of the term granted by the said indenture of lease upon trust for the purchaser or purchasers of the said premises and will assign the same as such purchaser or purchasers shall direct And it is HEREBY agreed that the position and powers of the mortgagor with regard to demising or letting the premises hereby assured or any part thereof shall be the same in all respects as they would have been prior to the passing of the Conveyancing and Law of Property Act 1881 And further that the rules and bye-laws for the time being of the society shall apply to this mortgage and be taken by reference as incorporated herein except so far as the same have been waived by these presents And LASTLY that where the context allows the expres- sions the " mortgagor " and " society " used herein include besides the mortgagor and society herein named all persons deriving title imder them respec- tively In WITNESS &c. 230 MOETGAGE OF FEEEHOLDS AND COPY- HOLDS TO A TEEMINATING BUILD- ING SOCIETY. THIS INDENTUEE made the day of 18 — Between A. B. of &c. a member of the Building Society incorporated under the Building Societies Act 1874 (hereinafter called the mortgagor) of the one part and the said Building Society (hereinafter called the society) of the other part Witnesseth that in consideration of the sum of £ on the execution of these presents paid by the society to the mortgagor being the amount to which he is entitled in respect of shares held by him in the society (the receipt whereof he hereby acknowledges) the mortgagor doth hereby covenant with the society that he will duly and punctually pay to the society all subscriptions and other moneys which according to the rules for the time being of the society shall from time to time become payable in respect of the said shares and also will duly observe all the rules of the society And this indenture also "svitnesseth that for the consideration aforesaid the mortgagor as beneficial owner doth hereby grant unto the society and their assigns All that &c [parcels'] To hold the said premises unto and to the use of the society and their assigns in fee simple Pkovided always that if the mortgagor shall pay to the society all the sub- scriptions and other moneys which according to the Mortgage of Freeholds and Copyholds. 231 rules for the time "being of the society shall from time to time become payable in respect of the said shares and shall observe and perform all the same rules and the covenants herein contained then the society shall at any time thereafter upon the request and at the cost of the mortgagor endorse upon these presents a proper statutory receipt under their com- mon seal for all moneys intended to be hereby secured and thereupon these presents shall be vacated And THIS INDENTURE ALSO WITNESSETH that for the consideration aforesaid the mortgagor as beneficial owner doth hereby covenant with the society that he and all other necessary parties (if any) will forth- with suiTender into the hands of the lord of the manor of — in the county of according to the custom thereof All that &c. [_parcels~\ To the use of the society and their assigns or of any persons or person nominated by the society for that purpose their heirs and assigns according to the custom of the said manor and by and under the rents fines suits and services therefor due and of right accustomed but subject to a condition for making void the said surrender corresponding with the proviso hereinbefore contained for vacating these presents And also that until such surrender shall be made he and his heirs will stand seised of the same premises in trust for the society and their assigns and subject to the same equity of redemption to which the same would have been subject if so surrendered as aforesaid And it is hereby agreed and declared that the society may at any time hereafter without any further consent on the part of the mortgagor take possession of the said mortgaged premises or any 232 Mortgage of Freeholds and Copyholds. part tliereof and may appoint any person or persons to receive the rents tliereof on behalf of the society at such remuneration as the society shall think fit and may lease the said premises or any part thereof for such term or terms of years and upon such con- ditions and in such manner in all respects as the society shall think fit and may sell the said premises or any part thereof at such time in such manner and upon and subject to such conditions in all respects as the society may deem expedient and may buy in or rescind or vary any contract for sale and re-sell without being responsible for any loss occasioned thereby Provided always that the society shall not exercise the aforesaid powers of taking posses- sion appointing a receiver leasing and sale unless and until default shall have been made for monthly meetings of the society in the payment of some subscription or other moneys which shall have become payable in respect of the said shares according to the rules of the society or in the observ- ance or performance of the said rules or of the cove- nants herein contained or unless and until the mort- gagor shall have become bankrupt or made some composition or arrangement with his creditors Pro- vided ALSO that no such taking of possession ap- pointment of a receiver lease or sale by the society as aforesaid shall be impeachable by reason of the proviso lastly hereinbefore contained and no pur- chaser lessee or other person dealing with the society shall be bound to inquire if any money is owing on the security of these presents or into the right of the society to exercise any of the said powers And it IS hereby AGREED AND DECLARED that a receipt Mortgage of Freeholds and Copyholds. 233 under the seal of the society or under the hand of any authorized officer or agent of the society for any money payable to the society by virtue of these presents shall be a good discharge to the person or persons paying the same And it is hereby fur- ther AGREED and DECLARED that the society shall out of the moneys which shall arise from any exer- cise of the aforesaid powers in the first place dis- charge all the expenses incurred in or about the collection or receipt of such moneys or otherwise in respect of the premises and in the next place apply such moneys in or towards satisfaction of the moneys owing according to the aforesaid rules in respect of the said shares or otherwise owing on this security (and for this purpose in case of a sale under the power hereinbefore contained all moneys which would at any time afterwards become due in respect of the said shares according to the rules of the society shall be considered as due and owing at the time of such sale) and shall pay the surplus if any to the mortgagor And it is hereby agreed and DECLARED that Nos. and of the pre- sent registered rules of the society or any rules here- after to be substituted for the same rules respectively having reference to the completion of unfinished buildings and to insurance from loss by fire or such of the same rules respectively as having regard to the natui'e and intent thereof are capable of apply- ing to this transaction shall apply thereto as if here inserted mutatis mutandis and also that the other rules for the time being of the society so far as capable of applying to this transaction and except so far as hereby expressly varied or as inconsistent with 234 Mortgage of Freeholds and Copyholds. any of tlie provisions of these presents shall also (though not expressly herein referred to) apply to this transaction And the mortgagor hereby cove- nants with the society that he will during the con- tinuance of this secm'ity observe and perform all the rules for the time being of the society relating to or affecting the premises herein comprised And lastly IT IS HEREBY AGREED AND DECLARED that the ex- pression " the mortgagor " shall unless such inter- pretation be inconsistent with the context be construed to include his heirs executors administrators and assigns In avitness &c. CONVEYANCE OF AN EUUITY OF EE- DEMPTION BY AN ADVANCED MEM- BER, THE SOCIETY CONCURRING. THIS INDENTURE made the day of 18 — Between A. B. of &c. of the first paii the Building Society (hereinafter called the society) of the second part and C. D. of &c. of the third part Whereas by an indenture of lease dated &c. and made between E. F, of the one part and the said A. B. of the other part All that &c. \_'parcck from the lease\ were demised unto the said A. B, from the day of for the term of years at the yearly rent of £ and subject to the covenants by the lessee and conditions therein contained And whereas by an indenture of mort- gage dated the day of and made Conveyance of Equity of Redemption. 235 between the said A. B. of the one part and the society of the other part the hereditaments and pre- mises comprised in and demised by the said indenture of lease were demised unto the society for all the residue then unexpired of the said term granted by the said indenture of lease (except the last three days thereof) by way of mortgage for securing the dis- charge by the said A. B. in accordance with the rules and bye-laws of the society of the sum of £ being the full amount of his ad- vanced shares and one-third of another of such shares therein with agreed premium thereon and of all sub- scriptions fines interest and other sums if any which before such discharge might become payable by the said A. B. to the society upon any shares whether under those presents or in any other way And in the indenture now in recital are contained certain powers of distress and entry upon the said premises and of perception of the rents and profits thereof and of demising and selling the same and certain other powers to take effect in the events therein mentioned And "WHEREAS the amount now required to redeem the said recited mortgage security in accordance with the rules and bye-laws of the society is the sum of £ and no more And whereas the said A. B, has agreed with the said 0. D. for the sale to him of the said premises subject to the said mortgage debt and for the transfer to him of his said advanced shares in the society for the sum of £ and with his approval has applied to the directors of the society to permit such transfer and to release him from future liability under the said recited indenture of mortgage 236 Conveyance of Equity or Redemption. and to accept that of the said C. D. in lieu thereof which the said directors have agreed to do and that the society should join herein And whereas the said A. B. has transferred his said advanced shares in the society to the said C. D. before the execution hereof Now this indenture witnesseth that in pursuance of the said agreement and in consideration of the sum of £ to the said A. 13 . paid by the said C. D. upon the execution hereof (the receipt whereof the said A. B. doth hereby acknowledge) and also in consideration of the said C. D. taking upon himself the said mortgage debt so due to the society as aforesaid He the said A. B. as beneficial o^Tier doth hereby assign unto the said C. D. his executors administrators and assigns All the said hereditaments and premises by the said indenture of lease expressed to be demised To hold the said premises unto the said C. D. his executors administrators and assigns for the residue of the said term of years At the rent and subject to the covenants by the lessee and conditions in the said indenture of lease reserved and contained and henceforth to be paid performed and observed And also subject to the said indenture of mortgage and to the term thereby created and to the payment of all moneys intended to be thereby secm-ed And the said C. D. doth hereby covenant with the said A. B. that he the said C. 1). his executors administrators or assigns will henceforth pay the rent reserved by and perform all the covenants by the lessee and conditions contained in the said indenture of lease and keep the said A. B. his heirs executors and administrators indemnified Conveyance of Equity of Eedemption. 231 against all proceedings costs damages claims demands and liability for non-payment of the said rent or breach of the said covenants or any of them And the said C. D. doth hereby covenant with the society their successors and assigns that he the said C. J). his executors administrators or assigns shall and will from time to time and at all times hereafter dui'ing the continuance of the said mortgage security duly and punctually pay or cause to be paid to the person at the times and in manner therein mentioned the several monthly subscriptions and payments therein mentioned and provided for until the whole of the moneys intended to be thereby secured shall be fully paid to the society or discharged in accordance with the rules and bye-laws of the society in that behalf And shall and will in all other respects well and truly observe and perform fulfil and keep all and every the covenants and agreements in the said hereinbefore recited indenture of mortgage contained on the part of the said A. B. his heirs executors administrators or assigns so far as the same now remain to be observed and performed fulfilled and kept And moreover that nothing herein contained shall in any way preclude or prejudice the exercise of the powers of sale or any other of the powers con- tained in the said recited indenture of mortgage or the trusts and provisoes ancillary thereto but that the same shall be exercisable in all respects as if the society had not joined in these presents And the society in consideration thereof do hereby release unto the said A. B. his heirs executors and adminis- trators all claims suits and causes of suit whatsoever 238 Conveyance of Equity of Eedemption. in respect of the said recited indenture of mortgage without prejudice nevertheless to any existing liabiHty on his or their part for anything done or omitted to he done by him contrary to the covenants contained in the said recited indenture of mortgage up to the day of the execution of these presents In wit- ness &c. INDEX. 61 58, 121 Abate : Action does not, on death, &c. , of trustee Absence : Of trustees . . ACCOTTNTS : Audited, may be impeached for fraud Annual statement of Negligence of society in examining Officers to render . . Copy of, must be sent to members, &c Rules must provide for audit of Penalty for default in sending, to registrar Adopting, effect of ACKNO"WXEDGMENT : For deposit or loan, endorsement on Penalty for default in endorsing Act. Sec Statutes. Act of Sedeeunt Action : Rights of, of unincorporated society are vested in trustees . . . . . . . , . . 60 vesting of, on incorporation . . 122, 158 How brought and defended . . . . . . . . 60 Disputes, when to be settled by . . .. 72, 73, 134 — 139 ACTUAEY : Central office may obtain assistance of Additions : To rules, mode of making, must be prescribed Administeation : Meaning of, for Scotland Payment of small siuns without 77 77, 141 90 strar . 56, 118 141 109 151 25 107 151 . 198- -204 94 109 .. 96 66, 123 240 INDEX. Administrator : Of officer must deliver up papers, &c. . Payment of surplus sale monies to Admittance : Of society or trustees to copyholds On union or transfer Advance : May be made to member . . Advanced Member : Position of, generally Eight of, to vote for the county Winding-up, in, position of Redemption by . . Bankruptcy of, claim for interest on . , May deduct income tax . . New rules do not bind Death of, intestate, leaving infant heir Not bound to arbitrate . , Liability of Advocate : Duties of, to be performed by registrar Affairs : Annual statement of Agreement : Forms of, rules may prescribe . . Alteration : Of rules of unincorporated society of incorjiorated society rules must provide as to must be registered advanced member not bound by partial and complete . . withdrawing member not bound by . fees payable on . . Of place of meeting Of chief office Of instrument of dissolution Of name Page 56, 118 .. 124 .. 122 .. 159 .. 4, 14, 103 4, 5, 6, 15, 16 ..27 ..29 38—41 ..42 . . 44 ..43 ..124 71, 73, 136, 162 29, 104, 105 ..97 77, 141 37, 115 4, 20, 49 109, 112 113, 105 .. 109 113, 165 43, 116 113, 165 iby.. .. 37 .. 170 .. 51 167, 161 170, 197 . , .. 126 116, 167 INDEX. 241 Amaisamation, see Union. Annuai Statement : Of affairs of unincorporated society incorporated society penalty for not returning, to registrar must be sent to members, &c. effect of adopting Appeal : From arbitrators, County Court, or registrar, none From order of justices, none 77 141 151 141 25 139 76 Application : For certificate of incorporation . .102, 103, 164, 165, 173, 174 To transfer stock 121,167 To register alteration of rules . . . . 165, 166, 177, 178 To settle dispute 87,139 Appointment : Of officers . . . 51, 109 Of person to convey 57 Of committees 53 Of trustees for purposes of dissolution . . 126 Of agent, not liable to stamp duty 79, 142 Of arbitrators 68, 134 Of trustees to be admitted to copyholds .. 122 Aebitration : Reference to, in unincorporated societies . . 68 — 75 What disputes referable to .. 72,73,135,136,162 Reference to, in incorporated society . . 134 — 140 Where either party declines to refer dispute to . . 139 Form of award 82,137 Aebiteatoes: Reference to, in unincorporated societies . . 68, 69, 70 Appointment of . . ..68 Enforcing award of ..09 Must give notice . . .. 75 May refuse to hear counsel . . xh. Award of. Court cannot alter . . .. ib. Reference to, in incorporated society 134 seq., 162 Decision of, final ..139 M 242 INDEX. Aebiteatoes {continuccC) : Page May grant discovery .. .. .. .. ..140 May state a case . . . . . . . . . . .. ib. Refusing or neglecting to proceed . . . . . . 139 Appointment of ., .. .. .. .. .. 135 Enforcing award of . . . . . . . . . . ib. Assignment : Property vests without, on incorporation . . 122, 158 on union or transfer . , 159 Assistant Eegistraes . . . . . . . . . , 94 Attorney : Power of, exempt from stamp duty . . . . 78, 142 AtTDIT : Of accounts of unincorporated society . . . . . . 77 of incorporated society . . . . . . 141 rules must provide for . . . . . . 109 Auditors : Appointment of, for unincorporated society . . 77, 78 Rules must provide for appointment of • . . . 109 Duties of 141 Authentication OF DocTTMENTS .. .. .. ..172 Award : Cannot be altered by the Court . . , . . . . . 75 How enforced 69,75,135 Form of 82, 137, 196 Is final 09, 135 Bailee : Officer of society, when in position of . . Balance Sheet Effect of adopting 'Ballot : Eor choice of arbitrators Bank of England : Indemnity to . . . . Bank of Ireland : Indemnity to 62, 63 .. 77, 141 .. 25 69, 134 .. 59, 121 121 INDEX. 243 Banking Accotjut: Page Overdrawing, is borrowing . . . . . . 27, 107 Banzeuptct : Claim for interest in . . . . . . . . . . 42 Society has no priority in . . . . . . . . 89 Baeeistee : Registrar of friendly societies substituted for . . .. 97 Eules must be certified by . . . . . , . . 84 Certificate of, how far conclusive as to legality of rule 85—87 Fee payable to, for certificate . . . . . • 84, 87 Bill of Exchange: Liability of officer of society on . . . . 64, 65- BOAED OF DiEECTOES : Rules must provide as to appointment, &c., of . . 109 May require accounts, &c., from officers of society . . 118 May appoint trustees for purposes of investment .. 120 Application to transfer stock by three members of . . 121 May pay small sums on intestacy .. .. ..123 Liability of, for exceeding borrowing power . . ..151 Allowance of comnlission to, improper. . . . . . 66 Powers and duties of , must be prescribed by rules .. 109 Bond : Officer dealing with money must give . . 52, 53, 117 Form of 37, 82, 115 How sued upon .. ., .. .. .. ..118 Not liable to stamp duty . . . . . . 80, 142 Bonus: Not obnoxious to usury laws . . . . . . . . 37 Advanced member may be entitled to . . . . , . 39 Books : Rules of unincorporated society to be entered in . . 48 Deposit, indorsement on . . ., .. .. 107,151 BoBEOw : Power of unincorporated society to . . 21 — 27, 98, 99 Power to, need not be express . . . . , . . . 23 Limited power to, must not be exceeded , . . . 25 m2 244 INDEX. Page lOG— lOS .. 151 .. 22 19 BoERO'w {continued) : Power of incorporated society to Liability of directors who exceed power to BoEEOwED Monet : To be a first charge, effect of provision for BoEEO"mNG Mesibee, see Advanced Member. BowKETT Societies Beeach of Ruxes : By directors, effect of Building Societies : Definition of Different classes of Permanent . . Terminating Starr-Bowkett Bowkett Nature and operations of Incorporated Unincoi"porated Unregistered Distinguished from freehold land societies Business : Penalty for commencing, without certificate of incor- poration . . . . . . . . . , ..151 Place of meeting for, rules must specify .. .,108 Premises for conducting, may be acquired, sold, &c. , 140 1 2 ib. ih. ib. ib. 10, 15- -18 11, 15, 97 10, 15, 97 11 18 140 94 84 Case : For the Supreme Court, power to state Centeal Office Ceetificate : Of barrister that rules conform to law how far conclusive . . . . . . . . 85 Of incorporation 15, 100—103, 155, 156 form of 160 application for 102, 103, 1C4, 1G5, 173, 174 evidence .. .. .. ., 115 cannot be declared void for iixegu- larity 100 how to be granted . . . . 102, 103 INDEX. 245 Ceetificate {continued) : Page Of incorporation, fee for . . .. .. .. ..103 penalty for commencing business without .. .. .. .. 151 Tees Forms of . . Of change of name Of change of chief office . . Of instrument of dissolution 170, 171 160, 161 117, 160 158, 161 .. 189 Change : Of place of meeting 51,108,112 Of name 116, 167, 181 Of chief office 157, 161, 170, 197 Charge : For print of rules .. .. .. .. .. ..Ill Further, how vacated . . . . . . . . 90, 143 Borrowed money to be a first, provision for . . . . 22 Chaeitt: Shares may be bequeathed to . . . . . . . . 27 Chegtje: Trustees signing, liability of . . . . . . . . 63 Chief Office : Society may change .. .. .. .. 157, 170 Notice of change of . . . . . . . . . . 197 Cleek of Society : Rules must be countersigned by . . . . . . 84 CliEEK OF THE PeACE : Registrar substituted for . . . . . . , . 97 Must transmit rules to registrar .. .. 101,102 Commencement : Of business without certificate of incorporation , . 15 1 Of dissolution or winding up, notice of, to registrar. , 127 Commission : Allowance of, to directors, improper . . . , . . 66 Committee : Appointment of, by unincorporated society . . 53, 54 Of management, see Board of Directors. 246 INDEX. CoMMOx Seal : Page Rules to make provi.sion as to .. .. .. ..109 Incorporated society to have . . . . , , . . 100 Company, sec Joint Stock Company. Companies Acts : Winding up under, of unincorporated society . . 28 incoi'porated society . . 127, 129, 130—133 Complaint : By registrar, for recovery of penalty . . .. ..151 By society in case of fraud . . . . . . . . 67 Compound Interest : Allowance of, to witlidr awing members . . . . 37 On fines 20,21 Consent : To dissolution of society . . CONTKIBITTION : To debts, in unincorporated society Conveyance : Forms of, may be prescribed by rules . . Vesting of property without, on incorporation . By order of Court under old law Not necessary on appointment of new old law On union or transfer Of equity of redemption, form of .. 126 .. 29 37, 115 122, 158 57 trustee under 60 .. 134, 159 ..234 Copy: Of rules to be supplied on demand Of rules to be evidence . . Of annual accounts to be sent to members, &c, Of rules exempt from stamp duty Of accounts to be suspended in the office .. Ill 49, 115 77, 141 78, 142 .. 142 Copyholds : Mortgage of, may bo taken by society, . . . 14, 103 Admittance to, of incorporated society or trustees . . 122 Mortgage of, discharged by receipt . . . . 90, 144 INDEX. 247 CoEPOEATE Body : Society to be . . . . Society may borrow from Costs : Of redemption suit Secui'ity for, in winding up Counsel : Assignment of Arbitrators may decline to bear Cotra TT : Vote for, in respect of property mortgaged to society County Court : Defined as " Court " in Building Societies Act, 1874 . May settle disputes May wind up incorporated society May enforce award . Receives certificate of incorporation as evidence May order delivery up by ofiicer of books, &c. May grant discovery May state case for the opinion of tbe Supreme Coiu-t Decision of, is final County Couet E,ules, 1875 . . CouET : Definition of, in Building Societies Act, 1874. . Supreme, case may be stated for the opinion of Ceeditoes : Judgment, for 50/., may petition for winding up Ou.tside, must be paid before members . . Of unincorporated society Of incorporated society Annual statement of accounts must be sent to Union or transfer not to j)rejudice Custody : Of mortgage deeds, rules to provide for Of seal, rules must provide for . . Page . 100 . 106 41 30 59 75 96 138, 139 127 135 115 118 140 Ul't . ih. 139 119, 129 96 140 127 31 21 —27 106- -108 141 134 159 109 , , ib. Death : Of advanced member intestate leaving infant heir . . 124 Payment on, to persons appearing to be entitled 66, 123 Of arbitrator ,. .. .. .. .. 69, 135 248 INDEX. 57, 58, 121 88 148, 149 88 36 en- 66, 123 , , 124 Death {continued) : Of trustee . . Of officer, priority in case of Debt : Discharge of, by statutory receipt Due from deceased officer, priority of Deceased Membee : Payment of share of, to persons appearing to be en titled , Advanced, intestate leaving infant heir Declaeation, see Statutory Declaration. Decree : For redemption For sale in lieu of foreclosure . . For foreclosure Deduction : Of income tax by advanced member Deeds : Deposit of, to secure banking account Auditors must inspect Custody of, rules must provide for Registered, discharge of, by statutory receipt Definitions : "Registrar" "Court" .. " Terminating society " Permanent society" "Disputes" Deliveey : Of books, papers, &c. by officers of society . . 56, 118 38 41 ib. 44 .. 22, 23, 25, 107 .. 141 .. 109 receipt .. 144 .. 93 .. 96 .. ib. .. ib. .. 162 Denominations : Shares in incorporated societies, may be of different. . 104 Deposit : Of deeds to secure advance Book, endorsement on Power of society to receive Receipt for, not liable to duty 22, 23, 25, 107 107, 108, 151 ..106 78, 142 INDEX. 249 Deposit (continued) : Excessive, liability of directors for Made before 1874, confirmed Depositoe : Annual statement of accounts to be sent to Death of, intestate Detehminatiox of Dispxttes : In unincorporated society In incorporated society . . Rules must provide for . . Device : Of seal, rules must provide as to DiEECTOES, see Board of Directors. DiSCHAEGE : Page .. 151 .. 106 .. 142 .. 123 68—75 134—140, 162 .. 109 Of mortgage or further charge . . , 90, 143 Of mortgage debt . . .. 143, 148 DlSCOTTNT : Given by member for advance . . 4 DiSCOVEEY : Power to grant, in case of dispute 140 Order for, form of .. 170, 196 fee for 171 Disputes : Settlement of, in unincorporated society 68 -76 What are, withia the Acts 71, 135, 162 Reference of, to arbitrators 68 seq. to justices . . ..71,75, 139 Award, form of . , . . . . . 82 Rules must provide for settlement of . . 68 Between society and mortgagor cannot be referred 1'. ,73 Settlement of, in incorporated society . 134 seq., 162 Settlement of, by arbitrators . 135 by registrar 135, 170 by County Court , . 139 Determination of, final . . ib. Meaning of tei-m . . 135, 162 Rules must provide for settlement of . 109 Submission of, to registrar, form of 170 Discovery, power to grant, in case of , 140, 170 Statement of case for Supreme Court . 140 M 5 250 INDEX. DisinssAi, : Page Of officer, no remedy by manrlamus , , . . . . 53 Dissolution : Of iucorporated society . . . . . . . . 126 — 128 Notice to registrar . . . . . . . . . . 127 In manner prescribed by rules ., 126, 127, 168, 189, 190 By instrument of 126, 128, 168, 187—190 Societies may unite witb or •without .. .. ..133 Forms in 168, 187—190 Society in process of, may consent to use of name 111, 116 DiSTEIBUTIONS : Payment to persons apparently entitled under Statute of 123 Documents : Discovery of 140,170, 171 Authentication of, by registrar . , . . 172 What exempt from stamp duty . . .. .. 78, 142 Deaft : Stamp duty payable on . . 80 Duties : Exemption from stamp . . .. 78—81, 142, 143 Election : Right of advanced member to vote at . . . . . . 27 Engagements : Transfer of, to another society .. ..133, 159, 169, 193 England : Meaning of " Court " in 96 Bank of , indemnity to .. .. .. .. 59, 121 Eneolment : With clerk of the peace, abolished . . . . . . 97 To be sent to registrar .. .. .. .. .. 101 Omitted to be sent .. .. .. .. ., 102 EauiTY OF Redemption : Conversion of . . . , . . . . . . . . 124 Reconveyance to owner of .. .. .. 90, 143 Form of conveyance by advanced member . . . . 234 Establishment of Society : Purpose of, to be declared by the rules .. .. 45 Under Act of 1874 165, 174 INDEX. 251 Evidence : Page Of rules 49, 115 Of registration .. .. .. .. .. ..115 Of death of member .. .. .. .. .. 123 Examination : Of of&cers' accoiints .. .. .. .. ..118 Exchange : Of society's business premises .. .. .. ..140 EXECUTOE : May execute mortgage to a building society . . 44, 77 Of officer must account, deliver up books, &c. . . 118 Of member bound by the rules . . . . . . . . 116 Exemption : From stamp duties 78—81,142,143 Expulsion : Of member., .. .. .. .. .. ..88 Fees: Table of , in Treasury Regulations .. .. 170, 171 Secretary of State may make regulations as to . . 152 On admission to copyholds .. .. .. ..122 On satisfaction of mortgage . . . . . . . . 144 File: Enrolments to be taken off . . . . . . . 101 Fines : Must in unincorporated society be " reasonable" 14, 20, 21 Unpaid may carry interest . . . . . . 20, 4 1 Hules must provide for imposition of .. .. ..109 Fraud punishable by . . . . . , , . . . 67 On admission to copyholds .. .. .. ..123 FOEECLOSUEE : Society entitled to decree for .. .. .. 41,103 Sale in lieu of, when directed . . . . . . ..41 Land acquired by, must be sold . . .. .. ..104 FOBFEITUEE : For non-payment of subscriptions, not unreasonable.. 20 Rules must provide as to .. .. .. .. 109 252 INDEX. Forms : Page Of conveyance, &c., rules may prescribe .. 37, 115 Of award 82, 137, 196 Of application for certificate of incorporation . . 173, 174 for registration of alteration of rules 177, 178 for direction to transfer stock . . . . 182 Of bond 82, 152 Of certificate of incorporation . . . . , . . . 160 of registration of instrument of dissolu- tion 189 of registration of alteration of rules . , 160 of alteration of chief office . . . . 161 Of direction to transfer stock .. .. .. ..186 Of receipt for money due on mortgage. . . . . . 153 Of instrument of dissolution .. .. .. .. 187 Of statutory declaration .. .. 173, 178, 181, 184, 188 Of order for discovery .. .. .. .. ..196 Of notice to registrar of change of name .. .. 181 of commencement of dissolution 189 of winding up 190 of termination of dissolution . . ib. of winding up . . 191 of union of societies . . , . 192 of transfer of engagements . . 193 of hearing of dispute . . . , . . . . 195 of change of chief office . . . . . . 197 Of submission of dispute to registrar .. ., ..194 Of rules 205 Of mortgage 224, 230 Of conveyance of equity of redemption . . . . 234 Feaud : Impeaching audited accounts for . . . . . . 77 In withholding money, &c., of society, penalty for 67, 125 Feeehold Land Society 12,18,19 Fkiexdly Societies Acts : Provisions of, extended to building societies . . . . 44 Funds of Society : Advances made out of . . . . . . . . . . 103 Investment of surplus .. .. .. 19, 54, 55, 120 Manner of raising, must be prescribed by the rules . . 108 INDEX. 253 FuETHEE Advance : Page Tacking of 147 rUBTHEE ChAEGE : Vacating, by statutory receipt . . . . . . 90, 144 Geneeajd Meeting : Authority of, requisite to application for certificate of incorporation .. .. ,. .. ..102 Special, what is . . . . . . . . . . . . 50 may alter rules .. .. ., ., ..112 Manner of calling, rules must prescribe . . . . 109 Place for holding .. .. .. .. .. 50,51 G-uaeantee Society : Security of , officer may give .. .. .. ..117 Heie: Death of member intestate leaving infant . . . . 124 Identity : Of names of societies .. .. ..Ill, 112, 116, 167 Income Tax : Advanced member may deduct . . . . . . . . 44 Incoepoeated Societies .. .. .. H, 15, 97, 155 Incoepoeation : Of society established under the old law 15, 97, 100, 102, 164, 173 Generally 98—103,155,164,165 Certificate of, application for .. .. 102, 164, 165 form of 160 Court cannot declare void for irre- gularity . . fee for penalty for acting without Vesting of property on . . Evidence of .. 100 .. 170 .. 151 122, 158 .. 115 .. 19 Industeial and Peovident Societies Act . . Infant : May be a member . . . . . . . . . . 76, 140 Heir, death of member leaving . . .. .. ..124 254 INDEX. Infant {continued) : Page May not vote 140 May not hold office . . . . . . . . .. ib. Inspection : Of documents in custody of registrar, fee for . . 171 Of mortgages, &c., by auditors . . . , . . . . 141 Insteument : Of dissolution 126,128,168 Of transfer 133,159,169 Exempt from stamp duty . . . . . . 78, 172 Form of, rules may prescribe ., .. .. ..115 Interest : On fines 20,41 Claim for, in bankruptcy of mortgagor . . . . 42 Deduction of income tax from . . . . . . . . 44 Not affected by usiuy laws . . . . . , . . 37 Withdrawing members may be entitled to . . 36, 37 Prospective, not to be included in annual statement . . 141 Intestacy : Paj-mcnt of small sums on . . . . . , 66, 123 Of advanced member, leaving infant heir ,. ..124 Investing Membees : Position of . . .. .. .. .. .. 15 — 18 Investment : Power of, of incorporated society .. .. ..120 of unincorporated society . . 19, 54, 55, 91 Ieeland : Definition of " Court " in 96 Bank of, transfer of stock at . . . . . . . . 121 Fee on discharge of mortgage in . . . . . . 144 Joint O'wneesiup : Of shares 141 Joint Stock Company : Incoi-porated society may borrow from . . . . 106 Joint-tenants : New and continuing trustees are . . . . . . 61 INDEX. 255 JuEiSDicTiON : Page Of High Court in cases of dispute between society and member 71— 75, 134 se;?., 162 Justices op the Peace : Reference of disputes to .. .. .. 68 — 71, 75, 139 Order of, final . . . . . . . . . . . , 76 Settlement of disputes by . . . . . . . . 87 LA^^) : Power of unincorporated society to buy . . . . 19 Holding of, by incorporated society . . . . . . 140 Acquired by foreclosure, &c., must be sold . . . . 104 Lease: Power of society to take land upon . . . . . . 140 Leasehold : Investment of surplus funds on security of ., ..120 Lending to members on security of . . . . 14, 103 Legality : Of rule, certificate how far conclusive of . . 85 — 87 Liability : Of trustees and officers of society . . . , 62 — 65 On bills and notes . . .. .. .. .. 64, 65 Of members of unincoi-porated society . . . . 28, 29 Of members of incorporated society . . . . 104 — 106 Of directors for money borrowed in excess of power 107, 151 To penalties for breach of the Act of 1874 . . . . 151 Limitation : Of liability of members of incorporated society . . 104 — 106 of officers . . . , . . . . 62 — 65 Of borrowing power of incorporated society , . 106, 151 Rules of unincorporated society may authorise borrow- ing without .. .. .. .. .. ..21 Liqutdatoe : Appointment, powers and duties of, in Scotland 200 — 204 Loans: To unincorporated society .. .. .. 21 — 27 To incorporated society .. .. .. ., 106 — 108 Liabihty of directors for excessive . . . . . . 151 256 INDEX. Loans (continued) : Page Made before November 2nd, 1874, valid ..106 To terminating society . . . . ib. To permanent society .. ib. LOED OF THE MaNOR : Must admit society or trustees . . ..122 Lunacy: Of trustee . . . 57, 58, 121 Mandamtts : Officer dismissed has no remedy by .. 53 Maeeied ■Woman : May be a member. . 76, 140 Meeting : "Special" 50, 109 Special general .. 50 Place of, may be altered . . .. 51 rules must specify 50, 108 Officers bound to summon, when required .. 50 See General Meeting. Membees : Different classes of . . . . . . 3 —10, 15—18 Infant may be 76, 140 Executor may be . . .. 77 Fines and forfeitures may be imposed on 14, 109 Married women 76, 140 Joint .. 141 Expulsion of .. 88 Advanced or borrowing . . 4, 29, 38 seq., 44, 124, 148 "Withdrawing . 6, 31, 36 Investing . . . 16, 18, 34 Liability of, in unincorporated society , . .. 29 in incorporated society . . 29, 104, 105 Bound by rules . 116 Dying intestate . 123, 124 Annual statement of accounts to bo sent to . .. 141 Right of, to coimty vote . . .. 27 May change name of society .. 116 May alter rules . . . . .. 112 INDEX. 257 Minor : May be a member Cannot vote or bold ofB.ce Misapplying Money : Punishment for . . MiSEEPEESEXTATION : Obtaining money of society by . . Money : Fraudulently •witKhclding' or misapplying Small sums of, due to deceased members Payment of, to persons appearing to be entitled Arising by sale, surplus of Officers having charge of, must give security . . Officers must pay over, on demand 76, 140 .. 140 67, 125 67, 125 .. ib. 66, 123 .. ib. .. 124 51, 117 .. 118 MOETGAGES : To building societies, nature of . . Redemption of, in terminating societies in permanent societies Rules must prescribe terms of . . Costs of suit to redeem . . Foreclosure of Decree for sale Fines, -when treated as principal Claim for interest under, where mortgagor rupt Sale under power in Premium charged on, is not interest . . Income tax may be deducted Executor may execute .. 38 38, 39 .. 40 .. 109 .. 41 41, 103, 104 .. 41 . . ib. bank- .. 42 40, 43, 124 .. 44 .. ib. .. ib. Disputes arising out of, cannot be referred to arbitra- tion 71, 72, 136, 162 Statutory receipt on .. .. .. 90, 143 — 150 Stamp duty on 78, 79, 142, 143 Winding vip, effect of, on right to redeem . . . . 31 Auditors must inspect .. .. .. .. ..141 Custody of , rules must provide as to .. .. ..109 Of copyholds .. .. .. .. .. .. 122 Register of, should be kept by secretary . . . . 44 Forms of, rules may prescribe .. .. .. 37, 115 258 INDEX. MoETGAGES {continued) : Sui'plus sale monies arising under Moaning of, in Scotland . . Forms of . . Conveyance subject to, form of . . MoETMAix Act : Share in building society, not within Page .. 124 .. 96 224, 230 .. 234 27 116, 167, 181 111, 112, 116, 167 160 108 109 dety" 106 90 56, 118 Name of Society : Change of . . Identity or similarity of . . Certificate of change of . . Kules must specify Seal must bear Must end with the words ' ' Building Society Neglect : Of society in examining accounts Of officer to render accounts, &c. Negotiable Insteuments : Liability on, of officer of society Next of Kin : Payment to persons appearing to be . . Conversion in favour of . . Notice : Of trust, payment to registered owner without Prom subsequent incumbrancers To registrar of change of name . , .. 117, of commencement of dissolution . .127, of winding uj).. 127 of termination of dissolution of winding up 127, of union of societies of transfer of enjj'agements 64, 05 of chanpre of chief office 157 Of hearing of dispute To officer to account Of the rules, members, &c. deemed to have 66, 123 •• 124 37 44 167, 181 168 189 ,109,190 ib. 169, 191 134, 159 ib. 170, 197 195 56, 118 116 INDEX. 259 Object : Of society, rules must state Obligations of Society : Not affected by change of name by union or transfer Office : Chief, of society, rules must specify Change of chief Central Officees : Xiiabilities of Power of unincorporated society to appoint May not buy mortgaged property sold by soc: Duties of, rules must specify Tenns on which services given by Must summon meeting when required Must give security Dismissed, have no remedy by mandamus Must account Are bound by the rules , . Must deliver up books, &c., of the society May be ordered to make discovery Statutory declaration by, as to rules . . Oedee : On officer to deliver up property of society For discovery OVEEDEAWINO BANKING AcCOUNT : Is borrowinar Page 45, 108 .. 117 ,, 134, 159 ..108 157, 170, 197 . . 94 62- iety 50 52, 53 -66 51 43 109 52 50 117 53 118 116 118, 119 .. 140 102, 113 56, 118 140, 170 27, 107 Paid-up Shares 104,108 Papees : Officer may be ordered to deliver up .. .. 56, 118 Paeliamentaet Secueities : Investment of sui-plus funds in . . .. .. ..120 Payment : Of small Slims on intestacy . . . . . . 66, 123 Officers to give security for .. .. .. 52, 118 260 IXDEX. Penalty : Must be " reasonable " .. For acting -without certificate of incorporation For default, &c. in making returns For default, &c. in endorsing deposit book, &c Rules must provide as to On directors for exceeding borrowing power rEESIANENT SoCIETY Definition of, in Building Societies Act, 1874 Borrowing powers of, under Act of 1874 Mortgages to Redemption in Personal Estate : Surplus sale monies to be Vesting of, on incorporation Personal Security : Loan on . . . . . . . . Petition : To wind up unincorporated society To wind up incorporated society Place of Business : OfiBcers may not alter Rules of incorporated society must specify Change of . . Power : To borrow money, of incorporated society of unincorporated society To issue preference shares To make rules . . . . . . . . 14, 1 Of society to hold land . . . . . . 19 Of officers must be prescribed by rules . . Of County Court to state case or order discovery Preference Shares : Power of unincorporated society to issue Incorporated society may issue Premium : Charged for advance is not in the nature of interest 42, 44 Page . 14 . 151 . 151 . 151 . 109 108, 151 .. 2, 3 .. 96 .. 107 .. 38 .. 40 .. 124 .. 122 .. 120 .. 28 127, 129 .. 51 .. 108 157, 170 106, 107 21—27 27, 108 7, 20, 108 , 103, 140 109 140 27 108 Printed Copy : Of rules is evidence 115 INDEX. 261 Peioe Incumbeancee : Page Notice from .. .. .. .. .. ..44 Peioeitt : Of debts due to unincorporated society . . 88 — 90 Peoceedings : Against officer of society .. .. .. 56, 118 For termination or dissolution . . . . . . . . 1'2G Peofits : Advanced member of terminating society should not share . . . . . . . . . . . . 9, 10 Peoiossoey Notes : Liability of officers of society on . . . . G4, 65 Peoof : Of rules 49, llo Of registrar's signature not necessary. . .. ..115 On transfer of stock .. .. .. .. ..121 Peopeety : Of society, vesting of, on incorporation . . 122, 158 conveyance of, on union or transfer . . 159 Peospectiye Inteeest : Not to be included in annual statement . . . . 141 Public Fxinds : Trustees may invest in .. .. .. .. 55, 120 Stock in, does not vest on incorporation .. ..122 on union or transfer . . . . 159 Punishment : For fraud on society .. .. .. .. 67, 125 PUECHASE : Of mortgaged property by officer of society . . 43, 66 Of land by society 19,140 PUEPOSE : Of society, rules must state . . . . . . 45, 46, 108 For which societies may bo established . . . . 103 Quo "Waeeanto : To try question of incorporation .. .. ..101 262 INDEX. Page " Reasonable Fines " 14,20,21 Receipt : Stamp duty on . . . . . . , . . . 79, 142 Statutory, in lieu of reconveyance .. 90,143 — 150 form of . . . . 153 effect of, on covenants 148 Reconveyance : By statutory receipt 90,143 — 150 In lieu of statutory receipt . . . . . . . . 145 Redemption : In terminating society In pei-manent society Costs of suit for . . Statutory receipt on . . " Redemption Monet " : Meaning of.. Refeeence to Aebiteation . . Register : Of mortgages should be kept by secretary . . . . 44 Registeeed Ownee: Payment to, -without notice of trust . . . . . . 37 Registeae : Rules to be registered by Definition of, in Building Societies Act, 1874. Determination of disputes by . . Of friendly societies Transfer of stock by Powers and duties of Authentication of documents by Enrolments to be sent to . . May modify forms "Where enrolments not transmitted to . . Forms of certificates of . . And sec Notice. Registeation : Of rules Evidence of 38, 39 ..40 .. 41 90, 143—150 4,39 68- -76, 134—140 102, 111 93 137, 139 93 121, 167 93- -96 172 101 172 102 160, 161 102, 111 ^ ^ 115 INDEX. 263 Eegisteation {continued) : Page Of alteration of chief office, form of certificate . . 161 Form of certificates of .. .. .. .. 160, 161 Of alteration of rules .. .. .. .. 112, 166 form of certificate . . . . 160 Of notice of union or transfer effects conveyance . . 159 Of change of name .. .. .. .. .. 167 form of certificate .. .. ..160 Regulations : Power to make .. .. .. .. .. .. 152 Issued by Treasury . . . . . . . . 164 — 197 Eemoval : Of officers, rules must prescribe manner of .. ..109 Remttneeation : Of officers, rules must prescribe . . . . .. ib. Repeal : Of Building Societies Act, 1836 .. .. 15,97 Of sect. 8 of Building Societies Act, 1874 . . . . 98 Representative : Payment of small sums good against . . . . . , 123 Rescission : , Of rules, mode of, to be prescribed by rules . . . . 109 Of rule 112 Retuens : Penalty for default in making .. ,. .. ..151 Rights : Held in trust for society to vest on incorporation . . 122, 158 Rules : Power to make, in unincorporated society . . 14, 17, 18, 20 Exemption of, from stamp duty . . . . , . 92 Authorizing unlimited borrowing in xinincorporated society, good .. .. .. .. ..21 Of unincorporated society may provide forms of con- veyance, &c. . . . . . . . . . . . . 37 Must provide for settlement of disputes . . . . 68 Alteration of, in unincorporated society . . 14, 49 264 INDEX. Rules {coiUinucd) : Breach of, by directors, effect of . . . . . . 19 Purposes of society to be declared by . . . . . . 45 Must be certified by registrar of friendly societies . . 46, 48, 84 Of unincorporated society must be entered in a book . .48 Proof of 49 Legality of, certificate not conclusive as to . . 85, 86 Of incorporated society, matters to be set forth in 108 — 110 to be binding on members and others .. .. .. 116 must be submitted to registrar 111 proof of copies to be supplied . . alteration of . . may provide forms of con- veyance, &c. Form of 115 111 112 115 204 Sale : Decree for, in lieu of foreclosure . . . . . . 41 Under power in mortgage . . . . . . . . 40 Officer of society employed in, cannot purchase . . 43 Savings Banes : Society may not invest in . . . , . . . . 91 Scale OF Fees .. .. .. .. .. .. .. 170 Schedule : Of forms may be added to rules . . . . 37, 115 Scotland : Definition of " Court " in 96 Apphcation to, of Building Societies Act, 1874 . . ib. Act of Sederunt for winding up society in . . ..198 Seal : Incorporated society to have . . . . , . . . 100 Kules to contain provision for .. .. .. ..109 Seceetaey : Liability of, for acts of his clerk . . . . . . 65 Work ordered by, du'cctors liable for . . . . . . ib. And see Officers. INDEX. 265 Sectteity : Page For deposit or loan, endorsement on . . . . . . 107 Given to society, auditors must inspect .. ..141 Must be given by officers .. .. .. 52, 117 Custody of, rules must provide for . . . . , . 109 Forms of, may be described in schedule to rules 37, 115 Stamp duty on bond or other . . . . . . 80, 142 Sectirity foe Costs : In winding up . . . . . . . . . . . . 30 Sedeetjnt : Act of 198 Settlement of Disputes : In unincorporated society . . . . . . 68 — 76 In incorporated society .. .. .. .. 134 — 140 Rules must provide for .. .. .. .. 68,109 Shares : Value in unincorporated society must not exceed 150^. 13, 19, 20 Liability on 29, 104 Transfer of, exempt from stamp duty . . . . 92, 142 Joint holding of .. ., .. .. .. .. 141 Preference 27, 108 Paid-up 108 Sheeifp Court : Jurisdiction of . . . . . . . , , . . . 96 SiGNArOEE : Of rules proposed for society . . . . . . ..Ill SiMILAEITY : Of names of societies .. .. ..Ill, 112, 116, 117 Society : Definition of . . . . . . . . . . . . 1 Incoi-porated Unincorporated Unregistered Permanent . . Terminating Bowkett Starr-Bowkett Establishment of Freehold land W. .. 11 .. 10 .. 11 2 .. ib. . . ib. . . ib. 103, 111 .. 18 266 i:ndex. Society {continued) : Termination of 109,126 Dissolution of . . . . . . . , . . . . 126 Winding up of . . , . . . . . . . . , tb. Priority of, over other creditors of officer . . 88, 89 Special Meeting: 60,109 When requisite 102,112,116,157 Stamp Duty: Exemption from, in case of unincorporated society 78 — 81 in case of incorporated society . . 142, 143 Stare -Bowkett Societies . . . . . . . . . . 2 Statement of Affairs : Of unincoi-porated society . . . . . . . . 77 Of incorporated society . . . . . . . . . . 141 Must be sent to members, creditors, &c. . . ,. 142 Penalty for default in forwarding, to registrar . . 151 Effect of adopting . . . . . . . . . . 25 Statement of Case : Eor the opinion of the Supreme Court . . . . . . 140 Statutes : 9 Geo. 2, c. 36 (Mortmain Act) 27 10 Geo. 4, c. 56 (Friendly Societies, 1829) . . 45—82 4 & 5 Will. 4, c. 40 (Friendly Societies, 1834) . . 83—88 6 & 7 Will. 4, c. 32 (Building Societies Act, 1836) 13—92 5 & 6 Vict. c. 35 (Income Tax) 44 9 & 10 Vict. c. 27 (Friendly Societies, 1846) . . . . 47 16 & 17 Vict. c. 34 (Income Tax) 44 18 & 19 Vict. c. 63 (Friendly Societies Act, 1855) . . 125 25 & 26 Vict. c. 89 (Companies Act, 1862) 28, 129 seg. 31 & 32 Vict. c. 124 (Inland Revenue) 79 33 & 34 Vict. c. 97 (Stamp Act, 1870) ib. 37 & 38 Vict. c. 42 (Buildiug Societies Act, 1874) 93—153 38 Vict. 0. 9 (Building Societies Act, 1875) . . 154—156 38 & 39 Vict. c. 60 (Friendly Societies Act, 1876)] 93—96, 115, 119 39 & 40 Vict. c. 45 (Industi-ial and Provident Societies Act, 1876) 19 c. 70 (Sheriff Court Act, 1876) . . . . 199 40 & 41 Vict. c. 63 (Building Societies Act, 1877) 157—161 42 & 43 Vict. c. 49 (Summary Jurisdiction Act, 1879) 126 INDEX. 267 Statutes {continued) : Page 45 «fe 46 Vict. c. 75 (Married Women's Property Act, 1882) 76, 140 46 & 47 Vict. c. 52 (Bankruptcy Act, 1883) . . . . 89 47 & 48 Vict. c. 41 (Building Societies Act, 1884) 162, 163 c. 43 (Summary Jurisdiction Act, 1884) 19 Statutoet Dect.a-ration : On application for certificate of incorporation. . 102, 173 In proof of death intestate . . . . . . . , 123 On alteration of rules .. .. .. 113, 165, 178 On change of name In proof of certified rules On transfer of stock On dLssolution submission Stattjtoet Receipt 117, 167, 181 102 167, 184 168, 188 Registrar may require, in support of statements in 170 90, 143—150 Stock : Standing in name of absent, &c, trustee, transfer of. , 58, 59, 121, 167 Investment in, trustees may be appointed for purpose of 120 Submission to Registeae : Form of 170 SUBSCEEPTIONS : In unincorporated society must not exceed 20s. per share per month .. .. ,. .. 13, 17 Sums: Payment of small, on death of member 66, 123, 124 SUPEEME COUET : Power to state case for opinion of . . , . . . 140 SuEPLUs Funds : Investment of 19,64,55,120 SUEEENDEE : Land acquired by, to be sold .. .. .. ..104 SUEVEYOB : Directors not liable to, for work done for society . , 52 2fi8 INDEX. Tacktnq : Page Of further advance 147 Tenants : Joint, new and continuing trustees become . . . . 61 Joint, of shares in society . . . , . . . . 141 Receipt given to, liable to stamp duty . , . . 79, 80 TEESnNATINQ SOCIETY . . , . . , . . . . . . 2 Definition of, in Building Societies Act, 1874. . . . 96 Establishment of 103,111 Borrowing power of . . . . . . . . . . 106 May lend to any incorporated society . . . , . . ib. Termmation of 109,126 Surplus funds of, investment of . . . . . . , . 120 Mortgages to . . . . . . . . . . . . 38 Redemption of mortgages to , . . . . . . . ib. Teemination op Society : Proceedings requisite for . . ,. .. .. 126 seq. Teansceipt : Of rules to be sent to registrar Copy of, to be evidence . . When not sent to registrar 46, 47, 101, 102 ..49 ..102 Teansfee : Of stock standing in name of absent, &c. trustee . . 58, 59, 121, 167 Of share, exempt from stamp duty . . . . 92, 142 Of engagements to another society . . 133, 134, 159, 169 Teeasueee : Effects of society to be vested in, without conveyance 60, 61 Liability of . . . . . . . . . . . . 62 Must render accounts . . . . . . . . . . 56 Teeasuey Regulations : Power to issue 164—197 .. 152 Teustees : Effects of societies to be vested in, without convey- ance . . . . . . . . . . . . 60, 61 Personal liability of . . . . . . . . 62 — 64 0, 15 ,97, 155 133, 159, 169 134 134, 159 ib. INDEX. 269 TfiXTSTEES {continued) : Page Appointment of, for purpose of investment . . . . 120 Admittance of, to copyholds . . . . . . . . 122 Fraudulently withholding monies, &c. . . 67, 125 Must give security .. .. .. .. 52,117 Must invest surplus funds . . . . . . . . 54 Must render accounts, and pay over balances. . 56, 118 Out of jurisdiction, dead, lunatic, &c., person may be appointed to convey . . . . . . . . 57, 59 Transfer of stock standing in name of bankrupt, &c. 58, 59, 121, 167 Unincoepoeated Societies . . Union : Of societies . . Notice of, must be sent to registrar Conveyance of property on Creditor's rights not affected by Uneeqisteeed Societies . . . . . . ■ . ..11 TJsuEY Laws : Not to prevent allowance of bonus or interest . . 37 Vesting : Of property of unincorporated society in trustees for the time being . . . . . . . . . . 60 Of property on incorporation of society .. 122,158 on union or transfer . . . . . . 159 Vote: Eight of advanced member to county . . . . . . 27 Minor may not . . . . . . . . . . . . 140 Waeeant of Attoeney : Not liable to stamp duty. . . . . . . . 78, 142 Winding up : Of unincorporated society . . . . . . . . 28 petition for . . . . ib. liability of members in . . 29 Of incorporated society .. 126,129—133,168,190,191 petition for .. .. .. 127 County Court, jurisdiction of 129 W. O 270 INDEX WiNDiNQ UP {continued ) : Page Of incorporated societv, liability is limited .. 104 notices to registrar . . 168, 169 Effect of, on right of withdrawal 31 seq. In Scotland 96, 198 WlTHDEAWAX : Eight of .. 31 Effect of winding-up order .. ib. Notice of, does not prevent arbitration . . 37, 73 Conditional notice of .. 36 Payment on, to trustee, without notice of trust . . 37 WlTHDEAWINQ MeMBEES : Position of . . . . . . . . . . . . . . 6, 7 Interest may be payable to . . . . . . . . 37 Not bound by new iniles . . . . . . . . . . ib. Withholding Money : Punishment for fraud in . . .. .. .. 67,125 7 FEINTED BY C. F. EOWOETH, GEEAT NEW STEEET, FETTEE LANE, B.C. October, 1885. OF LAW WORKS, PUBLISHED BY STEVENS AND SONS, 119, CHANCERY LANE, LONDON, W.C. (And at 14, Bell Yard, Lincoln's Inn). Note. — All letters to be addressed to Chancery Lane, not to Bell Yard. 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WARD, SoUcitors. 12mo. 1881. 4s. "No articled clerk should be without it."— Zato Timet. Shearwood. — Vide "Examination Guides." ARTICLES OF ASSOCIATION.— Palmer.— F/c/c " Conveyancing." ASSETS, ADMINISTRATION OF. — Eddis' Principles of the Administration of Assets in Payment of Debts. By ARTHUR SHELLY EDDIS, one of Her Majesty's Counsel. Demy 8vo. 1880. 6s. AUSTRALASIAN COLONIES.— Wood's Law^s of the Aus- tralasian Colonies as to the Administration and Distribution of the Estate of Deceased Persons ; with a Preliminary Part on the Foundation and Boundaries of those Colonies, and the Law in force in them. By JOHN DENNISTOUN WOOD, Esq., Barrister-at Law. Royal 12mo. 1884. ^ . . ^«- •-* AU sta7idard Law WorJctare kept in Stock, in la^v calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. AVERAGE.— Hopkins' Hand-Book of Average, to which is added a chapter on Arbitration. — Fourth Edition. By ]\rANLEY HOPKINS, Esq., Author of "A Manual of Marine Insurance," &c. Demy 8vo. 1884. 1^. Is. "Tlie work is eminently practical, and exhibits the results of practical experience in every bi^anoh of the subject with which it deals, and the book may properly find its place in the library of every lawyer who occupies himself with ships and shipping." — Law Journal: Lowndes' 1^b.w of General Average. — English and Foreign. Fourth Edition. By RICHARD LOWNDES. Author of "The Law of Marine Insurance," &c. {In preparation.) BALLOT. — FitzGerald's Ballot Act. — With an iNTRonncTiON. Forming a Guide to the Procedure at Parliamentary and Municipal Elections. Second Edition, By GERALD A. R. FITZGERALD, M.A., Esq., Barrister-at-Law. Fcap. 8vo. 1876. 5s. 6rf. BANKING.— Walker's Treatise on Banking Law. Second Edition. By J. D. WALKER, Esq., Barrister-at-Law. Demy 8vo. 1885. 15«. "An able and concise treatise. . . . The chapter on Priocipal and Surety is one of much general interest. . . . The style is clear and precise." — Law Times. BANKRUPTCY.— Chitty's Index, Vol. I.— FwZe "Digests." Gray's Bankruptcy Manual.— The Bankruptcy Act, 1883, and the Rules, Orders, Forms and Scales thereunder, with short Notes, giving cross-references, references for comparisons with the corresponding provisions of the old Statutes aud Rules, and Cases incorporated, and References for all the Reported Decisions, an Introduction, showing the Changes effected by the Act, an Analysis of the Act, an Appendix on the Debtors' Acts, &c., Tables of Statutes, Rules and Cases, and a Full Index. Second Edition. By GEO. G. GRAY, LL.D., Esq., Barrister-at-Law. 8vo. 1884. 12s. 6c/. Haynes' Lectures on Bankruptcy; originally de- livered before the members of the Liverpool Law Students' Associa- tion. By JOHN F. HAYNES, LL.D., Author of the " Student's Statutes," the "Student's Leading Cases, "&e. Royal 12mo. 1884. 5s. " Well worthy of the student's ■pcrvxsAl."— Solicitors' Journal. Joel's Manual of Bankruptcy and Bills of Sale Law, with analytical Notes to the Bankruptcy Act, 1883, and references to the leading Cases in Bankruptcy, under the 1849, 1861 and 1869 Acts, and the Bills of Sale Acts, 1854, 1866, 1878, and 1882, and Debtors Acts, 1869 and 1878, together with Rules, Orders, and Forms, Forms of Deeds of Composition, Bills of Sale, and Rules of Interpleader, &c. By J. EDMONDSON JOEL, Esq., Barrister-at-Law. Demy 8vo. 1884. \l. 5s. Lawrance's Precedents of Deeds of Arrange- ment between Debtors and their Creditors; in eluding Forms of Resolutions for Compositions and vSchemes of Arrangement under the Bankruptcy Act, 1883. By GEORGE WOODFORD LAWRANCE, M.A., of Lincohi's Inn, Esq., Bar- rister-at-Law. 8vo. 1884. 5s. " A small but useful collection of precedents by a draftsman very familiar with the subject." — Lo.w Journal, August 9th, 1SS4. Rigg's Bankruptcy Act, 1883, and the Debtors Act, 1869, with the Rules and Fornis belong- ing thereto, and the Bills of Sale Acts, 1878 and 1882. Edited with a Commentarj\ By JAMES McMULLEN RIGG, Esq., Barrister-at-Law. Royal 12mo. 1884. 10s. 6d. *,* All Btandard Law Worlcs are kept in Stock; in law calf and other bindings. A 2 4 STEVENS AND SONS' LAW PUBLICATIONS. BANKRUPTCY-CoHJnn-e./. Salaman's Analytical Index to the Bankruptcy Act, 1883.— By JOSEPH SEYMOUR SALAMAN- Esq., Solicitor. Uniform with the Act, 1883. Net,Zs. Williams' Law and Practice in Bankruptcy: comprising the Bankruptcy Act, 1883, the Debtors Acts, 1869, 1878, and the Bills of Sale Acts, 1878 and 1882. Third Edition. ByR.VAUGHAN WILLIAMS andW.VAUGHAN WILLIAMS, .".ssisted by EDWARD WM. HANSELL, Esqrs., Barristers-at- Law. Demy 8vo. 1884. U. 8s. " We miss nothing in tlie book which is necessary materi;il for understanding the }»ow system." — Law Journal. Willis' Law and Practice in Bankruptcy under the Bankruptcy Act of 1883, and the Rules and Forms, with Notes. By E. COOPER WILLIS Esq., one of Her Majesty's Counsel, assisted by A. R. WHITEWAY, Esq., Barrister at-Law. Demj- 8vo. 1884. ]/. ICs. " The book before us has a special merit in the practical tone in which it is written. The notes upon sect. 44 are an excellent example of this virtue. . . . The index is up to the standard of the rest of the hook."^Law Times. "The index appears full and well arranged, and the notes give a good account of the cases bearing on the sections of the Act." — Law Journal. " The book is extremely well printed, and the index — thework of Mr. Wliiteway— is all that cou'd be desired." — Solicitors' Jounial. BILLS OF LADINC— A Treatise on the Law of Bills of Lading. By EUGENE LEGGETT, Solicitor and Notary Public. Demy 8vo. 1880. 11. Is. BILLS OF SALE Fithian's Bills of Sale Acts, 1878 and 1 882. With an Introduction and Explanatory Notes showing the changes made in the Law with Respect to Bills of Sale, together with an Appendix of Precedents, Rules of Court, Forms, and Statutes. Second Edition. By EDWARD WILLIAM FITHIAN, Esq., Barrister-at-Law. Royal 12mo. 1884. 6s. "Tlic notes appear thoroughly reliable."— X«!» Times, March 22, 1884. " Mr. Fithian's book will maintain a high place among the most practically useful editions of the Bills of Sale Acts."— Laio Magazine. Joel. — Vide "Bankruptcy." BOOK-KEEPING.— Matthew Hale's System of Book- keeping for Solicitors, containing a list of all books ne- cessary, with a comprehensive description of their objects and uses for the purpose of Drawing Bills of Costs and the rendering of Cash Accounts to clients; also showing how to ascertain profits derived from the business ; with an Appendix. Demy 8vo. 1884. 5s. 60?. "We think this is by far the most sensible, useful, practical little work on Solicitors' book-keeping that we have seen." — law Sludenls' Journal. CANALS.— Webster's Law Relating to Canals: Com- prising a Treatise on Navigable Rivers and Canals ; and including all Legislation to the close of the last Session of Parliament, to- gether with the Procedure and Practice in Private Bill Legislation ; with a coloured Map of the existing Canals and Navigations in England and Wales. By ROBERT G. WEBSTER, LL.B., of the Inner Temple, Barrister-at-Law; author of "The Trade of the World," etc. Demy 8vo. ISSf... 1/. Is. CARRIERS. — Browne on Carriers. — A Treatise on the Law of Carriers of Goods and Passengers by Land and Water. By J, H. B. BROWNE, Esq., Barrister at-Law, 8vo, 1873. 18s. CHANCERY, and Vide " EQUITY." *,* All standard Liivi Worlds are Icept in Stock, inlaw calf and other bindings. 119, CHANCERY LANE, LONDON, W.C. CHANCERY.- Continwd. Daniell's Chancery Practice.— The Practice ot the Chancery Division of the High Court of Justice and on appeal therefrom, being the Sixth Edition of Daniell's Chancery Practice, with alterations and additions, and references to a companion Volume of Forms. By L. FIELD, E. C. DUNN, and T. RIBTON, assisted by W. H. Upjohn, Barristers-at-Law. 2 vols, in 3 parts. Demy 8vo. 1882-84. 61. 6s. " There is to be found, iu every part of the book we have examined, evidence of great care. ... It is exactly what it professes to be — a concise and careful digest of the practice." — Solicitors' Journal. " A complete, trustworthy, and indispensable guide to the practice of the Chancery Division." — Law Times. "A mine of information for ready reference whenever the practitioner may have occasion to seek for guidance." — Law Magazine. Daniell's Forms and Precedents of Proceed- ings in the Chancery Division of the High Court of Justice and on Appeal therefrom. Fourth Edition. With Summaries of the Rules of the Supreme Court, Practical Notes and References to the Sixth Edition of "Daniell's Chancery Practice." By CFTARLES BURNEY, B.A. (Oxon.), a Chief Clerk of the Hon. Mr. Justice Chitty. Royal 8vo. 1885. 21. 10s. " Many of the chapters have been revised by persons specially qualified to deal with their contents." — Law Quarterli/ Review, July, ISSO. Morgan's Chancery Acts and Orders.— The Statutes, Rules of Court and General Orders relating to tbe Practice and Jurisdiction of the Chancery Division of the High Court of Justice and the Court of Appeal. With Copious Notes. Sixth Edition. By the Right Hon. GEORGE OSBORNE MORGAN, one of Her Majesty's Counsel, and E. A. WURTZBURG, Barrister- at-Law. Royal 8vo. 1885. IL 10s. "This work we have had in constant use for the last few weeks, and we have no hesitation in saying that the present state of the Harmonious Whole, so far as relates to the Chancery Division , is made to appear as intelligible as under the circumstauces can reasonably be expected." — Lw and Win- stanley's Chancery Practice. — The Statutes, Consoli- dated and General Orders and Rules of Court relating to the Practice, Pleading and Jurisdiction of the Court of Chancery, of the County Palatine of Lancaster, With Copious Notes. By THOiMAS SNOW and HERBERT WINSTANLEY, Esqrs., Barristers-at- Law. Royal 8vo. 1880. 11. 10s. * * All standard Law Works are kept in Stock, in lau calf and other bindings. STEVENS AND SONS' LAW PUBLICATIONS. COLLISIONS.— Lowndes' Admiralty Law of Collisions at Sea.— 8vo. 1867. 7s. 6rf. Marsden's Treatise on the Law of Collisions at Sea. With an Appendix containing Extracts from the Merchant Shipping Acts, the International Regulations for preventing Col- lisions at Sea ; and local Rules for the same purpose in force in the Thames,theMersey, and elsewhere. SecondEdition. By REGINALD G. MARSDEN, Esq., Barrister-at-Law. Demy 8vo. 1885. 1^. Is. COMMERCIAL LAW The French Code of Commerce and most usual Commercial Laws. With a Theoretical and Practical Commentary, and a Compendium of the judicial organization and of the course of procedure before the Tribunals of Commerce ; together with the text of the law ; the most recent decisions, and a glossary of French judicial terms. By L. GOIRAND, Licencie en droit. Demy 8vo. 1880. 2.1. 2s. COMMON LAW.— Allen.— TuZe «' Pleatling." Ball's Short Digest of the Common Law; being the Principles of Torts and Contracts. Chiefly founded upon the works of Addison, with Illustrative Cases, for the use of Students. By W. EDMUND BALL, LL.B., late " Holt Scholar " of Gray's Inn, Barrister-at-Law and Midland Circuit. Demy8vo. 1880. 16s. " The principles of tlie law are very clearly and concisely stated." — Lavo Journal. Ball. — Vide "Leading Cases" and "Torts." Bullen and Leake. — HJe "Pleading." Chitty's Archbold's Practice of the Queen's Bench Division of the High Court of Justice and on Appeal therefrom to the Court of Appeal and House of Lords in Civil Pro- ceedings. Fourteenth Edition. By THOS. WILLES CHITTY, ftsbisted by J. ST. L. LESLIE, Esqrs., Barristers-at- Law. 2 Vols. Demy 8vo. 1885. 3/. 13s. 6d. Chitty's Forms. — Fiefe "Forms." Fisher's Digest of Reported Decisions in all the Courts, with a Selection from the Irish; and references to the Statutes, Rules and Orders of Courts from 1756 to 1883. Compiled and arranged by JOHN MEWS, assisted by C. M. CHAPMAN, HARRY H. W. SPARHAM and A. H. TODD, Barristers-at-Law. In 7 vols. Royal 8vo. 1884. 121. 12s. *^* Annual Sup;plewcnt for 1884. Royal 8vo. 12s. 6d. Foulkes. — Vide "Action." Napier's Concise Practice of the Queen's Bench and Chancery Divisions and of the Court of Appeal, with an Appendix of Questions on the Practice, and intended for the use of Students. By T. BATEMAN NAPIER, Barrister-at-Law. Demy 8vo. 1884. 10s. Shirley. — Vide "Leading Cases." Smith's Manual of Common Law. — For Practitioners and Students. Comprising the fundamental principles and the points most usually occurring in dailv life and practice. By JOSIAH W. SMITH, B.C.L., Q.C, Ninth Edition. 12mo. 1880. 14s. COMMONS AND INCLOSURES.— Chambers' Digest of the Law relating to Commons and Open Spaces, including Public Parks and Recreation Grounds. By GEORGE F. CHAMBERS, Esq., Barrister-at-Law. Imperial 8vo. 1877. 6s. 6d. *^* A II standard Law Works are kept in Stock, in law coif and other hindingt. 119, CHANCERY LANE, LONDON, W.C. COMPANY LAV/.— Palmer's Private Companies, their Formation and Advantages ; or. How to Convert your Business into a Private Company, and the benefit of so doing. With Notes on " Single Ship Companies." Fifth Edition. By F. B. PALMER, Esq., Barrister-at-Law.- 12mo. 1884. Net,23. Palmer. — Vide "Conveyancing" and " Winding up." Palmer's Shareholders' and Directors' Legal Companion. — A Manual of every-day Law and Practice for Promoters, Shareholders, Directors, Secretaries, Creditors and Solici- tors of Companies, under the Companies' Acts, 1862 to 1883. Fifth Edition. With an Appendix on the Conversion of Business Concerns into Private Companies. By F. B. PALMER, Esq., Bar- rister-at-Law. 12mo. 1885. Net,2s.Qd. Thring. — Vide "Joint Stocks." COMPENSATION.-Cripps' Treatise on the Principles of the La^A/■ of Conipensation. Second Edition. By C. A. CRIPPS, Esq., Barrister-at-Law. Demy 8vo. 1884. 16s. " A complete treatise on the subject in which it professes to deal." — Laio Times. " A remarkably well-written trea.tUc."— Solicitors Journa'. CONTINGENT REMAINDERS.— An Epitome of Fearne on Contingent Remainders and Executory De- vises. Intended for the Use of Students. By W. M. C. Post 8vo. 1878. 6s. 6d. " The student will Sad a perasal of this epitome of great value to him." — Law Journal. CONTRACTS.— Addison on Contracts.— Being a Treatise on the Law of Contracts. Eighth Edition. By HORACE SMITH, Esq., Barrister-at-Law, Recorder of Lincoln, Author of " A Treatise on the Law of Negligence," &c. Royal 8vo. 1883. 21. 10s. " To the present editor must be given all praise which untiring industry and in- telligent research can command. lie has presented the profession with the law brought down to the present date clearly and fully stated."— Laio Times. " This edition of Addison will maintain the reputation of the work^as a satisfactory guide to the vast storehouse of decisions on contract Isivr."— Solicitors' /ournil. Fry. — Vide " Specific Performance." Leake on Contracts. — An Elementary Digest of the Law of Contracts. By STEPHEN MARTIN LEAKE, Barrister-at-Law. Demy 8vo. 1878. 1^- 18s. Pollock's Principles of Contract.— Being a Treatise on the General Principles relating to the Validity of Agreements in the Law of England. Fourth Edition. By FREDERICK POLLOCK, Esq., Barrister-at-Law. Demy 8vo. 1885. 1/. 8s, Smith's Law of Contracts.— Eighth Edition. By V, T. THOMPSON, Esq., Barrister at-Tiaw. Demy 8vo. 1885. 11. Is. " The best introduction to the law of contracts which can be put before the student." — Law Journal, Jan. 31, 188i>. CONVEY ANCINQ— Dart. — Vide "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. Seventh Edition. Edited by HARRY GREENWOOD. M.A., Esq., Barrister-at-Law. Demy 8vo. 1882. 16s. " 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. — [ndermaur's Law Students' Journal. • • All standard Law Wwki are kept in Stock, in law calf and othe^' bindinys. 8 STEVENS AND SONS' LAW PUBLICATIONS. COUVEY KfiCmQ -Continued. Humphry's Conimon Precedents in Convey- ancing. Adapted to the Conveyancing Acts, 1881-82, and the Settled Land Act, 1882, &c., together with the Acts, an Introduction, and Practical Notes. Second Edition. By HUGH M. HUM- PHRY, M.A., Esq., Barrister-at-Law. Pemy 8vo. 1882. 12s. 6d. "The collection of Precedents is sufficiently comprehensive for ordinary use, and is supplemented by concise foot notes mainly composed of extracts from statutes neces- sai-y to be borne in mind by the draftsman." — Lmo Magazine. " A work that we think the profession will appreciate."— Zaw Times. Palmer's Company Precedents. — For use in relation to Companies subject to the Companies' Acts, 1862 to 1883. Arranged as follows : — Agreements, Memoranda and Articles of Association, Resolutions, Notices, Certificates, Prospectus, Deben- tures, Policies, Private Companies, Writs, Petitions, Judgments and Orders, Winding-up, Reconstruction, Amalgamation, Arrange- ments, Special Acts. With Copious Notes. Third Edition. By FRANCIS BEAUFORT PALMER, of the Inner Temple, Esq., Barrister-at-Law. Royal 8vo. 1884. 1^. 12s. " To those concerned in getting up companies, the assistance given by Mr. Palmer must be very valuable, because he does not confine himself to b.are precedents, but by intelligent and learned commentary lights up, as it were, each step that he takes. . . There is an elaborate index." — Law Times. Prideaux's Precedents in Conveyancing. — With Dissertations on its Law and Practice. Thirteenth Edition. By FREDERICK PRIDE AUX, late Professor of the Law of Real and Personal Property to the Inns of Court, and JOHN WHIT- COMBE, E8qrs.,Barristers-at-Law. 2 vols. Royal 8vo. 1885. 31. 10s. " The most useful work out on ConveyanciDg." — Law Jownal. " This work is accurate, concise, clear, and coniprehcr.sive in scope, and we know of no treatise upon conveyancing which is so generally useful to the practitioner." — Law Times. " The conciseness and scientific precision of these Precedents of the Future are at once pleasing and startling." — Law Magazine. " Tlie student who, in good time before his examination, can peruse these most valuable dissertations and refer to some of the precedents will have an immense advantage over those who have not done so." — Law Stnde'ixts Journal. Turner's Duties of Solicitor to Client as to Partnerslnip Agreements, Leases, Settle- ments and Wills.- By EDWARD F. TURNEE, SoUcitor, Lecturer on Real Property and Conveyancing, and one of the Assistant Examiners for Honours to the Incorporated Law Society, Author of " The Duties of Solicitor to Client as to Sales, Purchases, and Mortgages of Land." (I'ublished by permission of the Council of the Incorporated Law Society.) Demy 8vo. 1884. 10s. 6d. " Tlie work has our full approval, and will, we think, be found a valuable addition to tlic student's library." — Law Students' Journal. CONVICTIONS.— Paley's Law and Practice of Sum- mary Convictions under the Summary Juris- diction Acts, 1848 and 1879 ; including Proceedings preliminary and subsequent to Convictions, and the responsibility of convicting Magistrates and their Officers, with Foims. Sixth Edition. By W. H. MACNAMAKA, Esq., Barrister-at-Law. Demy 8vo. 1879. 1^. 4». *,* All standard Law Works are Icept in Stock, in law calf and other bindings. 119, CHANCEKY LANE, LONDON, W.C. 9 COPYRIGHT.— Slater's Law relating to Copyright and Trade Marks, treated more particularly with Reference to Infringement ; Forming a Digest of the more important English and American decisions, together with the Practice of the English Courts and Forms of Informations, Notices, Pleadings, and Injunctions. By JOHN' HERBERT SLATER, of the Middle Temple, Esq., Barrister-at-Law. Demj' 8vo. 1884. 18s. CORONERS. — Jervis on the Office and Duties of Coroners. — With Forms and Precedents. Fourth Edition. By R.E.MELSHEIMER, Esq., Barrister- at-Law. PostSvo. 1880. 12a. COSTS. — Morgan and Wurtzburg's Treatise on the La>Ar of Costs in the Chancery Division of the High Court of Justice. — Being the Second Edition of Morgan and Davey's Costs in Chancery. With an Appendix, con- tainiag Forms and Precedents of Bills of Costs. By the Right Hon. GEORGE OSBORNE MORGAN, one of Her Majesty's Counsel, and E. A. WURTZBURG, Esq., Barrister-at-Law. Demy 8vo. 1882. 1^. 10s. " Cannot fail to be of use to solicitors and their Chancery managing clerks." — Lom- Times. Scott's Costs in the High Court of Justice and other Courts. Fourth Edition. By JOHN SCOTT, of het Inner Temple, Esq., Barrister-at-Law. Demy 8vo. 1880. 11. Gs. Summerhays and Toogood's Precedents of Bills of Costs in the Chancery, Queen's Bench, Probate, Divorce and Admiralty Divisions of the High Court of Justice ; in Conveyancing; the Crown OflBce ; 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 Accoimts ; with Scales of Allowances ; Rules of Court relating to Costs ; Forms of Affidavits of Increase, and of Objections to Taxation. Fourth Edition. By Wm. FRANK SUMMERHAYS, and THORNTON TOOGOOD, Solicitors. Eoyal 8vo. 1883. 11. 8s. " On looking through this book we are struck witli the minuteness with which the costs are enumerated under each heading ; and the ' Tab'e of Contents ' shows that nc subject matter has been umittel We have no doubt the work will meet with the same approval, and be as useful in the Solicitor's of&ce, as heretofore."— Laio Journal. Webster's Parliamentary Costs. — Private Billf. Election Petitions, Appeals, House of Lords. Fourth Edition. By C. CAVANAGH, Esq., Barrister-at-Law. Post 8vo. 1881. 203, COUNTY COURTS.— Pitt-Lewis' County Court Prac- tice. — A Complete Practice of the County Courts, including Admi- ralty and Bankruptcy, embodying the Acts, Rules, Forms and Costs, with Additional Forms and a Full Index- Second Edition. By G. PITT-LEWIS, of the Middle Temple and Western Circuit, Esq., Barrister-at-Law, sometime Holder of the Studentship of the Four Inns of Court, assisted by H. A. De Colyas, Esq., Barrister-at- Law. In 2 parts. Demy 8vo. 18&3-84. 21. 10s. " It is very clearly written, and is always practical. The Index ia very elaborate, and there is an excellent tabular Index to the County Court Acts and Rules." — Solicitors' Journal. " One of the best books of practice which is to be found in our legal literature." — Law Times. "Mr. Pitt-Lewis has, in fact, aimed— and we are glad to say success- fully—at providing for the Coucty Courts' practitioner what ' Chitty's Archbold' and ' Daniell's Chancery Practice' have long been to practi- tioners in the High Court." — Law Magazine. *,* A II standard Law Works are kept in Stock, in law calf and other hindii'(/s. A 3 10 STEVENS AND SONS' LAW PUBLICATIONS. CRIMINAL LAW.— Archbold's Pleading and Evidence in Criminal Cases. — With the Statutes, Precedents of Indictments, &c., and the Evidence necessary to support them. Nineteenth Edition. By WILLIAM BRUCE, Esq., Stipendiary Magistrate for the Borough of Leeds. Demy 8vo. 187S. II. lis. 6d. Mews' Digest of Cases relating to Crinninal Law from 17S6 to 1883, inclusive.— By JOHN MEWS, assisted by C. M. CHAPMAN, HAIIRY H. W. SPAR- HAM, and A. F. TODD,Barristers-at-La\v. Royal 8 vo. 1884. Ills. Roscoe's Digest of the Law of Evidence in Criminal Cases.— Tenth Edition. By HORACE SMITH, Esq.,Barrister-at-Law, Recorder of Lincoln, Editor of "Addison on Contracts," &c. Royal 12mo. 1884. 11. Us. 6(1. "We have looked for a considerable number of the recent cases, and have fovmd them all correctly stated." — Solicito,-s' Journal, August 10, 1SS4. Russell's Treatise on Crimes and Misdemea- nors.— Fifth Edition. By SAMUEL PRENTICE, Esq., one of Her Majesty's Counsel. 3 vols. Royal 8vo. 1877. 51. 15s. 6rf. "Wliat better Digest of Criminal Law could we possibly hope for than 'Russell on Crimes ? ' " — Sir James Fitzjames Stephen's Speech on Codi/ication. Shirley's Sketch of the Criminal Law. — By W. SHIRLEY SHIRLEY, Author of " Leading Cases made Easy," assisted by C. M. ATKINSON, Esqrs., Barristers -at-Law. Demy 8vo. 1880. 7s. 6d. " As a primary introduetinn to C iminal Law, it will be found very acceptable to Students." — Law Students' Journal. DIARY — Lawyer's Companion (The), Diary, and Law Directory for 1886. — For the use of the Legal Profession, Public Companies, Justices, Merchants, Estate Agents, Auctioneers, &c., &c. Edited by J. TRUSTRAM, of Lincoln's Inn, Es.j., Barrister-at-Law ; and contains Tables of Costs in Conveyanc- ing, &c. ; Monthly Diary of County, Local Government, and Parish Business ; Oaths in Supreme Court ; Summary of Legis- lation of 1885; 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. Published Annually. Fortietli Issue. 1886. {Ncarhj ready.) Contains the most complete List published of the English Bar, and London and Country Solicitors, with date of admission and appointments, and is issued in the following forms, octavo size, strongly boimd in cloth : — 1. Two days on a page, plain .6s. Od. 2. The above, interleaved for Attendances . . .70 3. Two days on a page, ruled, with or without money columnB 5 6 4. The above, with mocey columns, interleaved for Atten- dances 8 5. Whole page for each day, plain . . . . . .76 6. The above, interleaved for Attendances . . .96 7. Whole page for each day, niled, with or without money cola. 8 6 8. The above, interleaved for Attendances . . . 10 6 9. Three days on a page, ruled blue lines, without money cols. 5 The Diary contains memoranda of Legal Business throughout the Tear. " An excellent work."-- 77i« riw:««. " Contains all the information which conld be looked for in such a work, and gives it in ft most convenient form and very completely." — Solicitors' Journal. " The ' Lawyer's Companion and Diary' is a book that ought to be in the possession cf every lawyer, and of every man of linsiness." "The ' Lawyer's CompauiiiD ' is, indeed, what it is called, for it combines everything reouired for reference in the lawyer's office." — Law Times. " It is a book without which ijo lawyer's library or office CJin be complete."— /ri»A Law Times. •^* All standard Law Works are kept in Stock, in law calf and other bindings. 119, CHANCERY LANE, LONDON, W.O. 11 DECISIONS OF SIR GEORGE JESSEL.-Peter's Analysis and Digest of the Decisions of Sir George Jessel, late Master of the Rolls ; with Full Notes, References and Com- ments, and copious Index. By APSLEY PETRE PETER, Solicitor, Law Society Prizeman. Demy 8vo. 1883. 16s. " A iDerusal of the book in its present entire state further demonstrates with what neatness and conciseness the author lias summai-ised and digested the judgments of the great judge who delivered them, with what care he has collated his references, and how happily his comments are expressed. There is every reason to think that his 'hope that the work may bo useful to both the practitioner and student ' will be amjjly realised, not only in this country but the United States." — iaw Journal. DICTIONARY.— The Pocket Law Lexicon.— Explaining Technical Words, Phrases and Maxims of ihe English, Scotch and Roman Law, to which is added a complete List of Law Reports, with their Abbi-eviations. Second Edition, Enlarged. By HENRY G. RAWSON, Esq., Barrister-at-Law. Fcap. Svo. 1884. Qs. U. " A wonderful little legal Dictionary." — Indermaur's Laio Students' Journal. " A very handy, complete, and useful little work." — Saturday Review, Wharton's Law Lexicon. — Forming an Epitome of the Law of England, and containing full explanations of the Technical Terms and Phrases thereof, both Ancient and Modern ; including the various Legal Terms u.sed in Commercial Business. Together with a Translation of the Latin Law Maxims and selected Titles from the Civil, Scotch and Indian Law. Seventh Edition. By J. M. LELY, Esq., Barrister-at-Law, Editor of "Chitty's Statutes," &c. Super-royal Svo. 1883. 1/. 18s, " 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 Nulta. "As it now stands the Lexicon contains all it need contain, and to those who value 6uch« work it is made more valuable still."— i.aw Tin.es. DIGESTS Bedford. 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