Form 70. Articles of association of society limited Articles of Association of the N Incorporated Land Society. These articles can easily be modified so as to suit almost any of the associations by guarantee. referred to supra, p. 64. In the case of a charitable association, e.g., a hospital, or a home or trust, the best plan is to provide that "The council may from time to time determine the terms and conditions on which any person shall be admitted as a member of the association," for in such cases there is generally no reason for having a large number of members so long as the number is kept above seven. It may also be expedient to leave it to the council to fix the annual subscription, if any. Interpretation. Special resolu tion. Extraordinary resolution. The seal. The office. Number of members. Power to increase. PRELIMINARY. 1. In these articles, unless there be something in the subject or context inconsistent therewith, "Special resolution" means a special resolution of the society passed in accordance with s. 51 of The Companies Act, 1862. "Extraordinary resolution" means an extraordinary resolution of the society passed in accordance with s. 129 of The Companies Act, 1862. "The seal" means the seal of the society. "The office" means the office for the time being of the society. "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. 58. 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. 129), 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, "Notices." Who may become members. Application for member ship. 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 Form 70. my name in the register of members of the society. seconder of 6. Such application must be accompanied by a note in writing, signed Proposer and by two members-the one proposing, the other seconding the candidate's candidate. election. date to be 7. At the next quarterly meeting of the council, which shall be held When candiafter the expiration of fourteen days from the receipt of any such appli- balloted for. cation, the candidate shall be balloted for by the council, and one black ball in five shall exclude. 8. The secretary shall, seven days at least before each quarterly Members of meeting, give notice in writing to every member of the council, stating council to be given notice the name and address of each candidate (if any), to be balloted for at the of applications approaching meeting, and the names of his proposer and seconder. for membership. Candidates' 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 names to be to be balloted for. This clause is sometimes inserted. put up in office. 10. The rights and privileges of every member shall be personal to Rights of himself; they shall not be transferable by his own act, or by operation membership to be personal. of law. 11. Any member may withdraw from the society by giving two Power to calendar months' notice in writing to the secretary of his intention so to withdraw from society. do, and upon the expiration of the notice he shall cease to be a member. An express power to withdraw ought to be given. withdrawing 12. Any person who shall, by any means, cease to be a member, shall, Arrears to be nevertheless, remain liable for, and shall pay to the society, all monies paid up by which, at the time of his ceasing to be a member, may be due from him members. to the society. SUBSCRIPTIONS AND ENTRANCE-FEES. 13. Every member shall pay to the society an annual subscription of Annual subscriptions. such amount as may be from time to time fixed by the council, with the sanction of a general meeting. The subscription shall be a specialty debt, see supra, p. 97, note to clause 7. 14. Until otherwise determined, such annual subscription shall be two Amount. 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 when sub L Form 70. 1st day of October next, shall be liable to pay the annual subscription as from that day only. scribers to be liable. Liability of future members. Entrance fees. Elected member not to exercise privi leges till pay 16. Any member elected after the first 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. 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 ment of enmonth after his election shall have been notified to him in writing by trance fee, &c. Provision for the society, make default in such payment, he shall ipso facto cease to be a member. default. [CALLS.] Occasionally the articles of chambers of commerce, law societies, and other associations of a similar character [supra, p. 64], 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. 93, 97. The following clauses will serve as an example : : Powers of council as 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 regards members in arrear. 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. 106, et seq. GENERAL MEETINGS. Form 70. When annual held. 20. The first general meeting shall be held within four months after the registration of the memorandum of association of the society, and meetings to be 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. 113, note to clause 58. 21. The above-mentioned general meetings shall be called annual Annual meetings. meetings; all other general meetings shall be called special meetings. Special In some cases the ordinary meetings are called "ordinary ” and “ extraordinary," ut supra, p. 113. meetings. 22. The council may, whenever they think fit, and they shall, upon a When special requisition made in writing by not less than ten members, convene a meeting to be special meeting. called. 23. Any requisition so made by the members shall express the object Form of of the meeting proposed to be called, and shall be left at the office of the requisition society. 24. Upon the receipt of such requisition, the council shall forthwith How meeting convene a special meeting, and if they do not convene a special meeting to be called. on requisition 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. Meetings. 26. Seven days' notice, at the least, of every general meeting, specify- Notice of ing the place, the day, and the hour of meeting, and in case of special meetings. business, the general nature of such business, shall be given to the members in manner hereinafter mentioned, or in such other manner (if any) as may be prescribed by a special meeting, but the non-receipt of such notice by any member shall not invalidate the proceedings at any general meeting. 27. All business shall be deemed special that is transacted at a special What to be deemed special meeting, and all that is transacted at an ordinary meeting, with the business. exception of the consideration of the accounts, balance-sheets, and the ordinary report of the council, and the election of officers in the place of those retiring pursuant to the regulations herein contained. Quorum. solved and 28. At any general meeting ten members shall form a quorum. 29. If, within half an hour from the time appointed for the meeting, When meeta quorum of members is not present, the meeting, if convened upon the ing to be disrequisition of the members, shall be dissolved; in any other case it when adshall stand adjourned to the same day in the following week, at the same journed if time and place; and if at such adjourned meeting a quorum of members present. is not present, it shall be adjourned sine die. quorum not 30. The president, or in his absence the vice-president, of the society chairman. shall preside as chairman at every general meeting of the society. 2 Form 70. When mein bers may choose. As to adjourn ment. What to be evidence that resolution passed. How poll to be taken. Casting vote of chairman. Votes. When members disquali fied from voting. Officers. The council. First officers. Retirement of officers. 31. If neither the president nor the vice-president be present within ten minutes after the time appointed for the meeting, the members present shall choose some one of their number to be chairman of such meeting. 32. The chairman may, with the consent of any general meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. 33. At any general meeting, unless a poll is demanded by at least five members, a declaration by the chairman that a resolution has been carried, or carried by any particular majority, or lost, and an entry to that effect in the book of proceedings of the company, shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 34. If a poll is duly demanded, it shall be taken at such time and place, and either immediately or after an interval or adjournment, and either by open voting or by ballot, as the chairman directs, and the result of the poll shall be deemed the resolution of the meeting at which the poll is demanded. The chairman of a general meeting shall, in case of an equality of votes at the meeting, or at the poll if a poll is demanded, be entitled to a casting vote in addition to the vote or votes to which he is entitled as a member. 35. Every member shall have one vote, and voting by proxy shall not be permitted. Voting by proxy is generally admitted. It is not uncommon to provide that the voting upon the election of officers shall be by voting papers. 36. No member shall be entitled to vote at any meeting unless all monies due from him to the society have been paid. OFFICERS. THE COUNCIL. 37. There shall be the following officers of the society, namely, a president, a vice-president, a treasurer, a secretary, two auditors, and twelve ordinary members of the council. The aforesaid officers shall act without remuneration. 38. The council shall consist of fourteen members, namely, the president, the vice-president, and twelve ordinary members. The treasurer and secretary may also be made members. 39. Until the annual meeting in the year, the following shall be the officers of the society : President, A., of vice-president, B., of; treasurer, C., of ; secretary, D., of - ; auditors, E., of Ordinary members of the council, A., B., C., D., &c. 40. All the officers of the society shall retire at the annual meeting |