1. The name of the society is "The [or, "The Form 34. Memorandum of association Incorporated Law Society," of a company, Medical Insti- limited by guarantee, and registered pursuant to section 23 of 2. The registered office of the society [supra, p. 66]. 3. The objects for which the society [or, Chamber, or, Institute, &c.] the act of is established are:-[See infra, p. 81, 107, et seq.] 4. The income and property of the society, whencesoever derived, shall be applied solely towards the promotion of the objects of the society, as set forth in this memorandum of association, and no portion thereof shall be pd or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, by way of profit, to the members of the society. Provided that nothing herein contd shall prevent the paymt, in good faith, of remuneration to any officers or servants of the society, or to any member thereof, or other person, in return for any services actually rendered to the society. It has not been settled whether this clause prevents the payment of interest on money borrowed from a member. The first paragraph of the clause might reasonably be held to prohibit only a payment to a member quà member, but this construction would render the proviso superfluous. In order to obviate doubt the proviso has, in several cases, with the sanction of the Board of Trade been modified; e.g., by the addition of the words "nor prevent the paymt of interest at a rate not exceeding 5 p. c. p. a. on money borrowed from any member of the society," or words to that effect (Banff Town and County Club, and Worcester Law Society, 1882); or, "but it shall nevertheless be competent to the corporation to repay the contributions of the permanent members, with interest at 5 p. c. p. a., and also to remunerate" (Corporation of Foreign Bondholders); or be deemed to exclude any member of the association from the benefit of any grant made in furtherance of any of the objects of the association" (Incorporated Free & Open Church Assoc., 1882). 5. The fourth paragraph of this memorandum is a condition on which a licence is granted by the Board of Trade to the society, in pursuance of section 23 of The Companies Act, 1867. 6. If any member of the society pays or receives any dividend, bonus, or other profit in contravention of the fourth paragraph of this memorandum, his liability shall be unlimited. 7. Every member of the society undertakes to contribute to the assets of the society, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the society contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustmt of the rights of the contribs amongst themselves, such amount as may be required, not exceeding five pounds, [or ten shillings, or whatever the amount fixed on may be], or in case of his liability becoming unlimited, such other amount as may be required in psuance of the last preceding paragraph of this memorandum. 1867. Form 34. Section 23 of the Act of 1867 frequently resorted to. 8. If upon the winding up or dissolution of the society there remains, after the satisfaction of all its debts and liabilities, any ppty whatsoever, the same shall not be pd to or distributed among the members of the society, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the society, to be determined by the members of the association at or before the time of dissolution, and in default thereof by such judge of the High Ct of Justice as may have or acquire jurisdiction in the matter. 9. True accounts shall be kept of the sums of money received and expended by the association, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the association; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the association for the time being, shall be open to the inspection of the members. Once at least in every year the accounts of the association shall be examined, and the correctness of the balance-sheet ascertained by one or more properly qualified auditor or auditors. WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a society in psuance of this memorandum of association. Names, addresses, and descriptions of subscribers. Date, &c., as in Form 76. Section 23 of the Act of 1867 provides: "Where any association is about to be formed under the Act of 1862, as a limited company, if it proves to the Board of Trade that it is formed solely for the purpose of promoting commerce, art, science, religion, charity, or any other useful object, and that it is the intention of such association to apply the profits or other income of the association in promoting its objects, and to prohibit the payment of any dividend to the members of the association, the Board of Trade may, by licence, under the hand of one of the secretaries, or assistantsecretaries, direct such association to be registered with limited liability, without the addition of the word limited to its name, and such association may be registered accordingly, and upon registration shall enjoy all the privileges and be subject to the obligations by this Act imposed on limited companies, with the exceptions that none of the provisions of this Act that require a limited company to use the word limited as any part of its name, or to publish its name, or to send a list of its members, directors, or managers, to the registrar, shall apply to an association so registered. The licence of the Board of Trade may be granted upon such conditions and subject to such regulations as the Board think fit to impose, and such conditions and regulations shall be binding on the association, and may, at the option of the Board, be inserted in the memorandum and articles of association, or in both or one of such documents." Section 23 has proved very useful, and a large number of associations have been registered under it, generally as companies limited by guarantee, e.g., law societies, chambers of commerce, trade protection societies, medical societies, agricultural associations, and charitable associations. For a list of some of the associations so registered, see infra. An association desiring to be incorporated with limited liability, but without the word limited as part of the name, and for that purpose to obtain a licence from the Board of Trade pursuant to s. 23 of the Act, should, according to the rules now in force, make a written application to the Board for a licence, and together with such application, should transmit for their consideration a draft, Form 34. in duplicate, of the proposed memorandum and articles of association. The drafts and any subsequent revisions that may be required should, whether in print or manuscript, be on foolscap-sized paper. If the Board of Trade are satisfied that the application should be entertained they will furnish a notice of such application, to be inserted in a local newspaper for the information of the public, and if after the expiration of a limited time there appears to be no sufficient reason why the licence should not be granted, the Board of Trade will approve the memorandum and articles of association, with or without amendment, and grant a licence. The Board of Trade will require to have the memorandum and articles of association settled on their behalf by their counsel, at the expense of the applicants, for which purpose a fee of five guineas must accompany the application. A cheque for the amount should be made payable to an assistant secretary of the Board of Trade. The Board of Trade will not be responsible for the memorandum and articles being properly framed as regards the interests of the association. The Board sanction the omission of the word "company" in the memorandum and articles, and the substitution of the word chamber, society, corporation, or the like. The names of the subscribers to the memorandum should be in full, the addresses should be definite, giving, where practicable, the name of the street and the number of the house. : The following is a specimen of the licence issued by the Board :WHAS it has been proved to the Board of Trade that The CHAMBER Form 34a. of Commerce, which is about to be registered under the Companies Act, 1862, and the Companies Act, 1867, as an association limtd by guarantee, is formed for the purpose of promoting objects of the nature contemplated by the 23rd section of the last-mentd Act, and that it is the intention of the said chamber that the income and property of the association, whencesoever derived, shall be applied solely towards the promotion of the objects of the association, as set forth in the memorandum of association of the said chamber, and that no portion thereof shall be pd or transferred, directly or indirectly, by way of dividend or bonus, or otherwise howsoever, by way of profit to the persons who at any time are, or have been members of the said association, or to any of them, or to any person claiming through any of them. Now, therefore, the Board of Trade, in psuance of the powers in them vested, and in conson of the provisions and subject to the conditions contd in the memorandum of association of the said chamber, as subscribed by eleven members thereof on the 4th day of June, 1875, do by this their licence direct the CHAMBER OF COMMERCE to be registered with limtd liability, without the addition of the word "limited" to its name. Signed, by order of the Board of Trade, this day of HENRY G. CALCRAFT, An Assistant Secretary of the Board of Trade. The following are some of the associations which have been incorporated with a licence under section 23 above mentioned : Associated Chambers of Commerce, City and Guilds of London Institute Clifton High School for Girls, 1877. Dalrymple Home for Inebriates, 1882. Form 34a. Glasgow Institute of Fine Arts, 1879. Form 34b. Newcastle-upon-Tyne Junior Liberal Newnham College, 1880. Palestine Exploration Fund, 1879. Physical Society of London, 1878. Royal School of Art Needlework, 1878. Salisbury Diocesan Board of Finance, Sheffield Incorporated Society of Chartered Accountants, 1882. Society for Promoting the Employ- Teachers' Training and Registration Timber Trades Association, 1882. Whitby Institute of Popular Arts, In many cases the association takes over the rights and liabilities of some previously existing association. Besides the above, various Law Societies, Chambers of Commerce, and Trade Protection Societies might be mentioned. Where an association is about to be established for any charitable or other purpose within the meaning of section 23 of the Act of 1867 (supra, p. 78), and the power to pay dividends is not considered essential, it will be found very advantageous to obtain a licence from the Board of Trade, and register the association under that section. The advantage of so doing is becoming more and more recognized, and accordingly applications for licences to register under section 23 are increasing in number. Associations registered under that section are generally limited by guarantee, and accordingly they require articles of association. The executive is generally called The Council 66 or The Committee of Management." See infra, for articles of Law Society. The following are some of the resulting advantages: The association becomes a permanent legal entity, and thereby gains stability and credit; the property can be vested in and held by the association in its own name, and thereby dealings with such property are much facilitated and expense as to trustees avoided; the association can contract, sue, and be sued in its own name; the officers can act without incurring any personal liability. For specimens of objects, see Form 111, infra, et seq. The notice which the Board of Trade requires to be advertised is generally in the following form: APPLICATION for a LICENCE of the BOARD of Trade. NOTICE is hereby given that in psuance of the 23rd section of the Companies Act, 1867, applicon has been made to the Board of Trade for a licence, directing an association, about to be formed under the name of The, to be Form 34b. registered with limited liability without the addition of the word "limited" to its name. The objects for which the association is established are: [Here they are stated]. Notice is hereby further given that any person, company, or corporation objecting to this application may bring such objection before the Board of Trade, on or before the day of next [about a month], by a letter addressed to the Assistant Secretary, Railway Department, Board of Trade, Whitehall, London, S.W. Dated this day of Section 21 of the Act of 1862 provides that: to hold more than two "No company formed for the purpose of promoting art, science, religion, Certain charity, or any other like object, not involving the acquisition of gain by the companies not company or by the individual members thereof, shall, without the sanction of the Board of Trade, hold more than two acres of land; but the Board of Trade may, by licence under the hand of one of their principal secretaries or assistant licence. secretaries, empower any such company to hold lands in such quantity and subject to such conditions as they think fit." And the notion appears to prevail that all companies registered under s. 23 of the Act of 1867 are within this enactment, and therefore unable to hold more than two acres without a licence. But looking to the decisions (infra, p. 91) as to the meaning of the words " involving the acquisition of gain," in s. 4 of the Act of 1862, this notion does not appear to be well founded. In many cases the objects of the association do involve the acquisition of gain by the association if not by the members. In order to preclude doubt, the Board of Trade sometimes has required the insertion of qualifying words in the objects. (See infra, Form 111, cl. 9.) acres without 2. The registered office, [supra, p. 75.] 3. The objects for which the co is established are :— WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a co in pursuance of this memorandum of association. Names, addresses, and descriptions of subscribers. Dated the day of WITNESS [supra, p. 76]. COMMON FORMS. Form 36. For use in connection with the "objects clauses," given infra, p. 90, et seq. To carry on any other businesses which may seem to the co capable of To carry on being conveniently carried on in connection with the above or calcu- businesses. G other |