Authority to register existing Society. [Compare 37 & 38 Vic. c. 42, s. 10. ] Mode of 37 & 38 Vic. Common seal. Property, &c., to vest on incorporation. Incorporation. [Compare 37 & 38 Vic. c. 42, s. 9.] 6. No existing Society shall be registered under this Act except by the authority of a general meeting of the Society convened and held in accordance with its rules for the time being and specially called for the purpose, and the Registrar may require a statutory declaration from the secretary and such other evidence (if any) as he may think fit, that such authority was duly given. 7. Any existing Society entitled to be registered under this Act and desiring to be so registered shall transmit to the Registrar two copies of its rules, purporting to be duly certified under "The Friendly Societies Act, 1876," or some Act thereby repealed, and authenticated by the statutory declaration of the secretary and such other evidence (if any) as the Registrar may require; and the Registrar, if satisfied that such rules were duly certified under the said Acts or some or one of them, and that the necessary authority for the registration of the Society under this Act has been given, shall retain and register one copy of such rules, and shall return the other copy to the secretary with a certificate of registration, and thereupon such Society shall be deemed to be registered under this Act. 8. Upon the registration under this Act of any existing Society, such Society shall forthwith, by passing a new rule for the purpose, make provision for the device, custody, and use of the common seal of the Society, which must bear the registered name thereof. 9. All rights of action and other rights, and all estates and interests in real and personal estate whatsoever, including land under the provisions of "The Real Property Act of 1861," belonging to or held in trust for any existing Society registered under this Act, shall, on the incorporation of the Society under this Act, vest in the Society without any conveyance, transfer, or assignment whatsoever. Notification of Registration of Societies. 10. Upon the registration of a Society under this Act the Registrar shall forthwith notify in the Gazette, in the form or to the effect in the First Schedule. First Schedule to this Act, that such Society is registered, and thereupon the then present members of the Society, together with such other persons as may from time to time become members of the Society, shall be a body corporate by the name contained in its rules, capable forthwith of exercising all the functions of a corporation and having perpetual succession and a common seal. Such notice shall be conclusive evidence that all the requirements of this Act in respect of registration have been complied with. Proof of incorporation. 37 & 38 Vic. Rules to contain certain matters. [37 & 38 Vic. c. 42, s. 16.] Name and place of business. 11. A certificate in the form or to the effect in the Second Schedule to this Act, under the hand of the Registrar (whose handwriting it shall not be necessary to prove, and who is hereby required to give such certificate to any person applying for the same on payment of one shilling), shall be conclusive evidence that the Society named in such certificate is incorporated under this Act. Rules. 12. The rules of every Building Society established under this Act shall set forth (1) The name of the Society and chief office or place of meeting for the business of the Society; 40 Vic. No. 13, repealed; see Historical Table, Index Volume. See now "The Friendly Societies Act of 1894" and Amendment Act of 1902, infra, this title. +25 Vic. No. 14, title Real Property. Building Societies. shares, &c. (2) The manner in which the stock or funds of the Society is or Issue of are to be raised; the terms upon which paid-up shares (if any) are to be issued and dealt with, 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 conferred by this Act, and if so, within what limits, not exceeding the limits prescribed by this Act; (3) The purposes to which the funds of the Society are to be Application applied, and the manner in which they are to be invested; and investment of funds. shares and (4) Whether shares may or may not be withdrawn, and if so, Withdrawal of upon what terms, and the terms upon which mortgages may redemption of be redeemed; mortgages. (5) The manner of altering and rescinding the rules of the Society Rules. and of making additional rules; officers. (6) The duties and powers of, and manner of appointing, Duties, &c., of remunerating, and removing, the committee of management, auditors, and other officers; (7) The manner of calling general and special meetings of the Meetings. members, the quorum necessary to constitute such meetings, and the mode of voting and number of votes to be given by (8) The mode of drawing and signing cheques, drafts, bills of Choses in exchange, promissory notes, and other negotiable instru- action. ments, for and on behalf of the Society; (9) The security to be given by any paid officer of the Society Security to having the receipt or charge of any money belonging to the be given by Society; officers. (10) Provision for an annual or more frequent audit of the Audit. accounts, and inspection by the auditors of the mortgages and other securities belonging to the Society; (11) Whether disputes between the society and any of its mem- Arbitration. bers, or any person claiming by or through any member, or under the rules, shall be settled by reference to arbitration, or how otherwise; (12) Provision for the device, custody, and use of the seal of the Seal. Society, which shall in all cases bear the registered name thereof; (13) Provision for the custody of the mortgage deeds and other Custody of securities belonging to the Society; securities. (14) The fines and forfeitures to be imposed on members of the Fines and Society; forfeitures. (15) The manner in which the Society, whether terminating or Termination permanent, shall be terminated or dissolved. 13. A Registered Society may by its rules prescribe the forms of any Conveyance, mortgage, transfer, agreement, bond, security for a deposit or loan, or any other instrument necessary for carrying its purposes into execution. or dissolution. Forms of conveyance, prescribed. &c., may be [37 & 38 Vic. c. 42, s. 19.] Society may 14. An existing Society registered under this Act may alter or Existing rescind any of its rules, or make any additional rule, in manner pre- alter rules. scribed by its rules; or if no manner is so prescribed, then by a resolu- [Compare tion carried by a majority of two-thirds of the members present at a c. 42, s. 18.] general meeting of the Society convened and held in accordance with its rules for the time being, and specially called for the purpose, by 37 & 38 Vic. Alteration of rules to be c. 42, s. 18.] Copy of rules, &e., to be supplied. Rules binding Printed copies Registrar refusing to register to state reason. seven days' notice at the least, published in some newspaper or newspapers, circulating in the locality, specifying the proposed alteration, rescission, or addition. 15. Every Society registered under this Act altering or rescinding any rule, or making an additional rule, shall forward to the Registrar two copies of the resolution for the alteration or rescission of the rule, or of the additional rule, signed by three members and the secretary, accompanied by a fee of three guineas to be paid to the certifying barrister for his own use. The Registrar, on receiving a certificate from the certifying barrister that such alteration, rescission, or addition is in conformity with this Act, shall register one of such copies and return the other to the secretary with a certificate of registration, and no such alteration, rescission, or addition, shall be of any force or validity until so registered. 16. Every Society registered under this Act shall furnish to any person requiring the same a complete printed copy of its rules for the time being in force, with a printed copy of its certificate of incorporation appended thereto, and shall be entitled to charge therefor a sum not exceeding one shilling. 17. The rules of a Society registered under this Act shall be binding on the several members and officers of the Society, and on all persons claiming through or under a member, or under the rules, all of whom shall be deemed and taken to have full notice thereof, and shall not be entitled to question or impugn the legality or validity thereof. 18. Copies of the rules of any Registered Society printed for the Society and certified by the secretary or any member of the Committee of Management, shall in any Court of justice or before any person having, by law or by consent of parties, authority to hear and receive evidence, be primâ facie evidence of the contents of such rules as at the date on which they purport to have been registered, whether such rules are in force or have been rescinded or altered, and any printed document purporting to be a copy of such rules, and so printed and certified as aforesaid, shall be deemed to be a true copy of the rules unless the contrary is shown. 19. If upon an application for the registration of a Society under this Act, or for the registration of any alteration of or addition to the rules of a Society registered under this Act, the Registrar refuses, or for the space of thirty days after the transmission to him of any such original, altered, or additional, rule or rules, neglects to register the same, the secretary or intended secretary of the Society may, by notice in writing, require the Registrar to set forth in writing under his hand the grounds of such refusal or neglect, and if the Registrar does not, within seven days after service upon him of such notice in writing, set forth such grounds and deliver a copy thereof to such secretary or intended secretary, such secretary or intended secretary may call upon the Registrar, by summons before the Court or a judge thereof, to show cause why he should not furnish such grounds, and the Court or judge may make such order thereon as may seem fit. Upon such grounds being furnished, such secretary or intended secretary may summon the Registrar to appear before the Court or a judge to substantiate and uphold such grounds of refusal or neglect. And upon the hearing of the summons the Court or judge may make Building Societies. Her thereon as the circumstances of the case may require. And y such summons the Court or judge may make such order as to may seem fit. Powers, Rights, and Privileges of Building Societies. 37 & 38 Vic. Unless it is otherwise provided by the rules of the Society, a Minors. 1 woman or minor may be a member of a Registered Society, and [Compare ceute all instruments, give all necessary acquittances, and enjoy c. 42, s. 38.] privileges except the privilege of holding office, and shall be liable he responsibilities, appertaining to other members, notwithstandor her incapacity or disability in law to act for himself or herself. A corporation or joint stock company may, if allowed by its own ition so to do, hold shares in a Registered Society, and two or persons may hold such shares jointly. The liability of a member of a Society registered under this Act pect of any share upon which no advance has been made shall be to the amount actually paid or in arrear on such share, and in t of any share upon which an advance has been made shall be d to the amount payable thereon under any mortgage or other ty, or under the rules of the Society. Joint holders corporations. Liability of [37 & 38 Vic. c. 42, s. 14.] members. . A Registered Society may employ its funds for such of the follow- Employment of urposes as are provided for in its rules (a) For making advances to members of the Society upon security of their shares; (3) For making advances to members and other persons and to corporate bodies upon the security of freehold or leasehold estate by way of mortgage; (c) For making advances to other Registered Societies; and (d) Generally for carrying out such purposes of mutual advantage as are provided for in the rules. funds. shares. 4. A Registered Society may from time to time, in accordance with Issue of premises. 25. A Registered Society may purchase, build, hire, or take upon Business e. any building in which to conduct its business, and may purchase [Compare hold upon lease any land for the purpose only of erecting thereon a 37 & 38 Vic. ding in which to conduct the business of the Society, and may sell, rtgage, exchange, or let such building, or any part thereof. c. 42, s. 37.] loans. 26. A Registered Society may receive deposits or loans, at interest, Deposits and ra tern not less than two months, from the members or other persons, from any Building Society or Friendly Society, to be applied to the urposes of the Society. Provided that the total amount received on deposit or loan, and not paid by any Society, shall not at any time, in the case of a Permanent ocity, exceed three times the amount for the time being of the existing id-up capital or subscriptions of the Society and the accumulations hereon, and shall not at any time, in the case of a Terminating Society exceed three years' income on the shares for the time being in existence. Purchaser, &c., not bound to see to application of purchase money. Investment of 37 & 38 Vic. Paid officers to give security. [Compare 37 & 38 Vic. c. 42, s. 23.] Paid officers to Contracts. Any deposits with, or loans to, an existing Society made before its registration under this Act in accordance with its certified rules, are hereby declared to be valid and binding on the Society, although such deposits or loans may exceed the limit aforesaid; but all such deposits and loans shall be taken into account in determining the amount which any such Society may legally receive on deposit or loan after being registered under this Act. Any member or other person, or Building Society or Friendly Society, depositing or lending money with or to a Registered Society shall not be bound to see to the application thereof or to see that the Society has not exceeded the limit of its borrowing powers. 27. No member of a Registered Society, or purchaser of land from a Registered Society, shall be obliged to inquire into the application of the consideration money mentioned in any transfer, conveyance or reconveyance, receipt, or statutory release, or be answerable or accountable for the misapplication, non-application, or loss thereof. 28. A Registered Society may from time to time, unless its rules otherwise direct, invest any portion of its funds not immediately required for its purposes on deposit in any bank or banking company, or in the public funds, or in or upon any Government debentures, stock, or securities, or in or upon any debentures, stock, or securities payment of the interest on which is guaranteed by authority of Parliament. 29. Every paid officer of a Registered Society having the receipt or charge of any money belonging to the Society shall give security in such manner as the rules of the Society direct, and in such sum as the Committee of Management require, 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 Committee of Management may require. 30. Every paid officer of a Registered Society, his executors or administrators, shall, upon demand made or notice in writing given or left at his last or usual place of residence, furnish to the Committee of Management an account of all moneys received by him from or on account 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 or their hands, and deliver all securities and effects, books, papers, and property of the Society in his or their hands or custody, to such person as the Committee of Management may appoint; and in case of any neglect or refusal to furnish 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 security given by such officer, or may apply to the Court by motion, either upon notice or ex parte, as the Court may think fit; and the Court may proceed thereupon in a summary way and make such order thereon and as to the costs of such application as to the Court shall seem just, which order shall be final and conclusive. 31. Contracts on behalf of a Society registered under this Act may be made, varied, or discharged, as follows, viz. : Any contract which if made between private persons would by law be required to be in writing and under seal may be made by the Society in writing and under its common seal, and may be varied or discharged in the same manner. |