PRECEDENT III. ARTICLES of ASSOCIATION of a COMPANY LIMITED by Prec. III. GUARANTEE and NOT HAVING a CAPITAL DIVIDED into SHARES. The articles of a company limited by guarantee and having a capital divided into shares, can readily be framed from Precedent I., supra, p. 142. But such companies are rarely formed. Articles of Association of the N- Incorporated Law Society. [For memorandum of association, see supra, p. 99, and for objects clause, supra, p. 120.] These articles can very easily be modified so as to suit almost any of the associations above referred to, supra, p. 81. PRELIMINARY. 1. In these articles, unless there be something in the subject Interpretaor context inconsistent therewith, tion. "The society" means "The N- Incorporated Law Society. Society." "Member means member of the society. Member. "The council" means the council for the time being of the The council. society. Sometimes such a society is governed by a "committee of management" instead of by a council. "The president," "the vice-president," "the treasurer, "the The president, secretary," and "the auditors" mean those respective officers &c. for the time being of the society. "Annual meeting" and "special meeting" mean respectively Annual an annual general meeting and a special general meeting of the meeting. Special society. meeting. "Special resolution means a special resolution of the society Special repassed in accordance with Section 51 of The Companies Act, solution. 1862. Prec. III. "Extraordinary resolution" means an extraordinary resolu Extraordinary tion of the society passed in accordance with Section 129 of The resolution. The seal. The office. In writing. Number of members. Power to increase. Who may become members. Application for membership. Companies Act, 1862. "The seal" means the seal of the society. "The office society. means the office for the time being of the "In writing" means written or printed, or partly written and partly printed. Words importing the singular number only include the plural number. Words importing the plural number only include the singular. 2. For the purposes of registration, the society is declared to consist of 300 members. See supra, p. 139. 3. The council may, when they think fit, register an increase of members. This clause is sometimes inserted, but it is not necessary where, as in this precedent (see supra, p. 184), the general powers of the association are given to the executive. See Clause 34 of the Act, as to notice of increase of members, and infra, p. 314. MEMBERSHIP. 4. Any solicitor in practice in N., or within twenty miles of the town hall thereof, may, subject to the following regulations, become a member of the society. 5. Each candidate for membership shall sign, and deliver to the secretary, an application in the form or to the effect following: To the Council of the N. Incorporated Law Society. Gentlemen, I desire to become a member of the N. Incorporated Law Society; and I hereby authorise you, in the event of my being elected, to enter my name in the register of members of the society. Dated this day of 18-. Address. Signature. 6. Such application must be accompanied by a note in writing, signed by two members-the one proposing, the other seconding the candidate's election. 7. At the next quarterly meeting of the council, which shall be held after the expiration of fourteen days from the receipt of any such application, the candidate shall be balloted for by the council, and one black ball in five shall exclude. quar 8. The secretary shall, seven days at least before each terly meeting, give notice in writing to every member of the council, stating the name and address of each candidate (if any), to be balloted for at the approaching meeting, and the names of his proposer and seconder. 9. The candidate's name shall also be put up in the office or library of the society seven days before the meeting of the council at which he is to be balloted for. This clause is sometimes inserted. 10. The rights and privileges of every member shall be personal to himself; they shall not be transferable by his own act, or by operation of law, and shall cease upon his death. 11. Any member may withdraw from the society by giving two calendar months' notice in writing to the secretary of his intention so to do, and upon the expiration of the notice he shall cease to be a member. An express power to withdraw ought to be given. 12. Any person who shall, by any means, cease to be a member, shall, nevertheless, remain liable for, and shall pay to the society, all monies which, at the time of his ceasing to be a member, may be due from him to the society. SUBSCRIPTIONS AND ENTRANCE-FEES. Prec. III. Proposer and seconder of candidate. When candi date to be balloted for. Members of for member- Candidate's names to be put up in office. Rights of membership to be personal. Power to withdraw from society. Arrears to be paid up by withdrawing members. 13. Every member shall pay to the society an annual sub- Annual subscription of such amount as may be from time to time fixed by scriptions. the council, with the sanction of a general meeting. The subscription will be a specialty debt, see supra, p. 145, note to Clause 7. As to suing for monies due from a member, see supra, p. 150, note to Clause 19 a. Prec. III. Amount. When sub scribers to be liable. Liability of future members. Entrance fees. Elected member not to exercise privileges till pay ment of entrance fee, &c. Provision for default. 14. Until otherwise determined, such annual subscription shall be two guineas, and shall be payable, in advance, on the 1st day of October in each year. 15. The subscribers hereto, and any members elected on or before the 1st day of October next, shall be liable to pay the annual subscription as from that day only. 16. Any member elected after the 1st day of October next shall be liable to pay the said annual subscription as from the 1st day of October [last preceding his election; the subscription for the current year to be paid by him immediately after his election]. Or omit the words in brackets and substitute the words "next following his election." This alteration will make the entrance fee cover the subscription for the current year. 17. An elected member shall pay to the society, immediately after his election, an entrance-fee of such amount as the council shall from time to time fix. Until otherwise determined, the entrance-fee shall be three guineas. See note to Clause 13, supra, p. 205. 18. An elected member shall not be entitled to exercise any of the privileges of a member until he shall have paid all monies payable by him to the society upon his election, and if he shall, for one calendar month after his election shall have been notified to him in writing by the society, make default in such payment, he shall ipso facto cease to be a member. [CALLS.] Occasionally the articles of chambers of commerce, law societies, and other associations of a similar character [supra, p. 81], besides a power to increase the annual subscription, contain power for the executive to make calls to a limited extent. Every call will be a debt due to the society, supra, pp. 148, 150. The following clauses will serve as an example CALLS. The council may, with the sanction of a general meeting, from time to time call on the members, pari passu, to contribute funds for the purposes of the society or any of them, and each member shall pay every call so made to the persons, and at the times and places appointed by the council; but no member shall be called on to pay more than 57. in any one year, including the annual subscription for that year. A call shall be deemed to have been made at the time when the resolution of the council making the same was passed. Twenty-one days' notice shall be given of each call. 19. If any member shall neglect, for one calendar month, to pay any money due from him to the society, the council may, by notice in writing, request him to pay such money. The notice shall appoint a day and place for payment, and a copy of this clause shall be subjoined thereto. If the requisitions of such notice are not complied with, the council may suspend the privileges of such member for such period as they think fit, and if he continue in default for twelve calendar months after such notice, he shall upon the expiration of that period cease to be a member. As to forfeiture, see supra, p. 156, et seq. GENERAL MEETINGS. 20. The first general meeting shall be held within four months after the registration of the memorandum of association of the society, and subsequent general meetings shall be held once in every year, in the month of January, on such day, and at such time and place as the council may from time to time determine. See supra, p. 164, note to Clause 58. Prec. III. Powers of council as bers in arrear. regards mem When annual meetings to be held. 21. The above-mentioned general meetings shall be called Annual annual meetings; all other general meetings shall be called meetings. special meetings. In some cases the ordinary meetings are called "ordinary" and "extraordinary,” ut supra, p. 165. 22. The council may, whenever they think fit, and they shall, upon a requisition made in writing by not less than ten members, convene a special meeting. 23. Any requisition so made by the members shall express the object of the meeting proposed to be called, and shall be left at the office of the society. 24. Upon the receipt of such requisition, the committee shall forthwith convene a special meeting, and if they do not convene a special meeting to be held within twenty-one days from the time of the requisition being so left, the requisitionists, or any ten members, may themselves convene a meeting. 25. Every general meeting shall be held at N. Special meetings. When special meeting to be called. Form of requisition. How meeting on requisition to be called. Meetings. |