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tion to its business, and may administer such oath accordingly:
(2.) Call a special meeting of the society in such manner and at such time and place as the chief registrar or such assistant-registrar may direct, and may direct what matters shall be discussed and determined on at such meeting, which shall have all the powers of a meeting called according to the rules of the society, and shall in all cases have power to appoint its own chairman, any rule of the society to the contrary notwithstanding.
(a.) The application herein mentioned shall be
(c.) All expenses of and incidental to any such
* The registrar will, of course, be governed in making an order as to costs by the circumstance of the inquiry baving turned out to be (1) necessary or beneficial, or (2) the reverse. In the former case, the
(d.) This section shall not apply to a society with branches, unless with the consent of the central body of such society.
24. Special resolutions, and proceedings which may be taken thereon.-With respect to special resolutions by registered societies, and to the proceedings which may be taken by virtue thereof, the following provisions shall have effect:
(1.) A special resolution is one which is passed by a majority of not less than three-fourths of such members of a society for the time being entitled under the rules to vote as may be present in person or by proxy (where the rules allow proxies) at any general meeting of which notice specifying the intention to propose such resolutions has been duly given according to the rules, and which resolution is confirmed by a majority of such members for the time being entitled under the rules to vote as may be present, in person or by proxy,† at a subsequent general meeting of which
society would have to bear the costs, or, at all events, such portion of them as were properly incurred; in the latter, the complainant would have to bear the costs, with the exception, probably, of any that may have been needlessly incurred through the fault of the society or its managers.
As to what constitutes a branch, see ante, clause 4, p. 40 (the interpretation clause).
The nomination of a proxy to vote at a meeting must be by writing, signed by the member making such nomination. It must bear a penny stamp, either impressed or otherwise, 33 & 34 Vict. c. 97. The provisions of section 102 of that Act ("The Stamp Act, 1870"), must be carefully borne in mind. We insert them here:-"(1) Every letter or power of attorney, for the purpose of appointing a proxy to vote at a meeting, and every voting paper hereby respectively charged with the duty of one penny, is to specify the day upon which the meeting at which it is intended to be used is to be held, and is to be available only at the meeting so specified, or any adjournment thereof. (2) The said duty of one penny may be denoted by an adhesive stamp, which is to be cancelled by the person by whom the
notice has been duly given, held not less than fourteen days nor more than one month from the day of the meeting at which such resolution was first passed. At any mecting mentioned in this section a declaration by the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact.
(2.) A society may, by special resolution, with the approval in writing of the chief registrar, or in the case of societies registered and doing business exclusively in Ireland or Scotland the assistant-registrar for Ireland or Scotland respectively, change its name; but no such change shall affect any right or obligation of the society, or of any member thereof, and any pending legal proceedings may be continued by or against the trustees of the society, or any other officer who may sue or be sued on behalf of such society, notwithstanding its new name.
(3.) Any two or more societies may, by special resolution of both or all such societies, become amalgamated together as one society, with or without any dissolution or division of the funds of such societies or either of them; and any society may, by special resolution, transfer its engagements to any other registered society which may undertake to fulfil the engagements of such society.
(4.) A society may by special resolution determine to convert itself into a company under the Companies Acts, or to amalgamate with or transfer its engagements to any such company.
instrument is executed. (3) Every person who makes or executes, or votes, or attempts to vote, under or by means of any such letter or power of attorney or voting paper not being duly stamped, shall forfeit the sum of £50. (4) Every vote given or tendered under the authority, or by means of any such letter or power of attorney or voting paper not being duly stamped, shall be absolutely null and void. And no such letter or power of attorney or voting paper shall, on any pretence whatever, be stamped after the execution thereof by any. person."
(5.) No amalgamation or transfer of engagements shall prejudice any right of a creditor of either or any society party thereto.
(6.) A copy of every special resolution for any of the purposes mentioned in this section, signed by the chairman of the meeting and countersigned by the secretary, shall be sent to the central office and registered there, and until such copy is so registered such special resolution shall not take effect.
(7.) If a special resolution for converting a society into a company contains the particulars by the Companies Act, 1862,* required to be contained in the memorandum of association of a company, and a copy thereof has been registered at the central office, a copy of such resolution under the seal or stamp of the central office shall have the same effect as a memorandum of association duly signed and attested under the said Act.t
(8.) If a society be registered as, or amalgamates with, or transfers all its engagements to a company, the registry of such society under this Act thereupon becomes void, and the same shall be cancelled by the chief registrar or by the assistant-registrar for Scotland or Ireland under his direction; but the registration of a society as a company shall not affect any right or claim for the time being subsisting against such society, or any penalty for the time being incurred by such society; and for the purpose of enforcing any such right, claim, or penalty, the society may be sued
The 25 & 26 Vict. c. 89. See clauses 8, 9, and 10.
By sect. 11 of the "Companies Act, 1862," it is provided that the memorandum of association "shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act.'
and proceeded against in the same manner as if it had not become registered as a company; and every such right or claim, or the liability to such penalty, has priority, as against the property of such company, over all other rights or claims against or liabilities of such company.
Provided as follows as respects friendly societies:
(a.) No special resolution by any society for any amalgamation or transfer of engagements under this section is valid unless five-sixths in value (to be calculated as for dissolution)* of the members assent thereto either at the meetings at which such resolution is passed and confirmed, or one of them, or in writing, if such members were not present thereat, nor without the written consent of every person for the time being receiving or entitled to any relief, annuity, or other benefit from the funds of the society, unless the claim of such person be first duly satisfied, or adequate provision be made for satisfying such claim:
(b.) The provisions hereinafter contained in case of dissolution as to the punishment of officers and the remedy of members or persons dissatisfied with the provision made for satisfying their claims, shall apply to the case of amalgamation and transfer of engagements:† (c) Upon application of the trustees or committee of management of a society desiring to amalgamate or transfer its engagements, notice
* See, as to this, the next clause (25), sub-section 7, paragraphs (a) and (b), p. 88.
See also, as to this, the next clause (25), sub-section 7, paragraphs (c) and (d), p. 89.