The Law and Practice of Joint Stock Companies and Other Associations, as Regulated by the Companies Act, 1862 ...

Winding-up.

(1) The act intended to be referred to is evidently wrongly described, and it is difficult to know what is the act which this section alludes to. There is strictly no 66 Friendly Societies Act, 1854," at all; there is the 17 & 18 Vict. c. 56, the short title of which is "The Friendly Societies Discharge Act, 1854," but that act contains no provision empowering a member to nominate any one to whom his investment may be paid; on the contrary, sect. 3 of that act declares "that it shall not be lawful for such societies to assure the payment of any money on the death of any member or person whomsoever to any nominee of such member or person." Under 18 & 19 Vict. c. 63 (the act passed in 1855, but not so described by any short title), a society may be established having as one of its objects "the endowment of members or nominees of members" (see sect. 9 of that act); but the only express provision that act makes for payment to a nominee is in sect. 31, for the payment of a sum under 507. without administration, on the death of a member, by which section the trustees are authorised to pay such sum to the person directed by the rules or nominated by the deceased (such person being the husband, wife, father, mother, child, brother, or sister, nephew or niece of such member). So much, therefore, of this 16th section as extends the provisions of this supposed Act of 1854 to members of societies registered under the present act must necessarily be inoperative, and the clause can only take effect as a substantive authority for a member to nominate some one to whom his interest may be transferred at his death.

17. As to the winding-up of societies.-Any society registered under this act may be wound up either by the court or voluntarily, in the same manner and under the same circumstances under and in which any company may be wound up under any acts or act for the time being in force for winding-up companies: (1) and all the provisions of such acts or act with respect to winding-up shall apply to such society, with this exception, that the court having jurisdiction in the winding-up shall be the county court of the district in which the office of the society is situated.

(1) See "The Companies Act, 1862," part iv., ante, p. 203.

Winding-up.

18. Dissolution of sociely not to prevent winding-up of its affairs. -In case of the dissolution of any such society, such society shall nevertheless be considered as subsisting, and be in all respects subject to the provisions of this act, so long and so far as any matters relating to the same remain unsettled, to the intent that such society may do all things necessary to the winding-up of the concerns thereof, and that it may be sued and sue, under the provisions of this act, in respect of all matters relating to such society.

19. Provisions of Joint Stock Companies Acts to apply.-The provisions of the Joint Stock Companies Acts as to bills of exchange (1) and the admissibility of the register of shares (2) in evidence shall apply to all societies registered under this act.

(1) See "The Companies Act, 1862," sect. 47, ante, p. 187.

(2) "The Companies Act, 1862," sect. 37, ante, p. 181, makes the register of members evidence. Such register contains a statement of the shares, but it is not styled register of shares."

20. Liability of present and past members of society.—In the event of a society registered under this act being wound up, every presert and past member of such society shall be liable to contribute to the assets of the society to an amount sufficient for payment of the debts and liabilities of the society, and the costs, charges, and expenses of the winding-up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following; (that is to say,)

(1.) No past member shall be liable to contribute to the assets of the society if he has ceased to be a member for a period of one year or upwards prior to the commencement of the winding-up:

(2.) No past member shall be liable to contribute in respect of any debt or liability of the society contracted after the time at which he ceased to be a member :

(3.) No past member shall be liable to contribute to the assets of the society unless it appears to the court that the existing

General Powers.

members are unable to satisfy the contributions required to

be made by them in order to satisfy all just demands upon such society:

(4.) No contribution shall be required from any member exceeding the amount (if any) unpaid on the shares in respect of which he is liable as a past or present member.

21. Society may be constituted under Companies Acts.-Any society registered under this act may be constituted a company under the Companies Acts, by conforming to the provisions set forth in such act, and thereupon shall cease to retain its registration under this act.

22. Members may inspect books.-Every person or member having an interest in the funds of any society registered under this act may inspect the books and the names of the members at all reasonable hours at the office of the society.

23. Sheriffs jurisdiction in Scotland.-The sheriff in Scotland shall within his county have the like jurisdiction as is hereby given to the judge of the county court in any matter arising under this act.

24. Annual returns to be prepared as registrar may direct.—A general statement of the funds and effects of any society registered under this act shall be transmitted to the registrar once in every year, and shall exhibit fully the assets and liabilities of the society, and shall be prepared and made out within such period, and in such form and shall comprise such particulars as the registrar shall from time to time require; and the registrar shall have authority to require such evidence as he may think expedient of all matters required to be done, and of all documents required to be transmitted to him under this act; and every member of or any depositor in any such society shall be entitled to receive, on application to the treasurer or secretary of that society, a copy of such statement, without making any payment for the same.

25. Recovery of penalties.—All penalties imposed by this act, or by the rules of any society registered under this act, may be recovered in a summary manner before two justices, as directed by an act passed in the eleventh and twelfth years of the reign of Her present Majesty Queen Victoria, chapter forty-three, intituled An Act to facilitate the

Schedule.

Performance of the Duties of Justices of the Peace out of Sessions within England and Wales with respect to summary Convictions and Orders.

26. Short title.-This act may be cited as "The Industrial and Provident Societies Act, 1862."

SCHEDULE of Matters to be provided for in the Rules.

1. Object and name, and place of office of the society, which must in all cases be registered as one of limited liability.

2. Terms of admission of members.

3. Mode of holding meetings and right of voting, and of making or altering rules.

4. Determination whether the shares shall be transferable, and in case it be determined that the shares shall be transferable, provision for the form of transfer and registration of shares and for the consent of the committee of management and confirmation by the general meeting of the society; and in case shares shall not be transferable, provision for paying to members balance due to them on withdrawing from the society.

5. Provision for the audit of accounts.

6. Power to invest part of capital in another society; provided that no such investment be made in any other society not registered under this act, or the Joint Stock Companies Act, as a society or company with limited liability.

7. Power and mode of withdrawing from the society, and provisions for the claims of executors, administrators, or assigns of members.

8. Mode of application of profits.

9. Appointment of managers and other officers, and their respective

powers and remuneration.

GENERAL ORDER AND RULES

OF THE

HIGH COURT OF CHANCERY,

TO REGULATE THE MODE OF PROCEEDING UNDER

THE COMPANIES ACT, 1862.

ISSUED BY THE LORD HIGH CHANCELLOR, TUESDAY, 11TH DAY OF NOVEMBER, 1862.

ORDER OF COURT,

Tuesday, the 11th day of November, 1862.

THE Right Honorable RICHARD BARON WESTBURY, Lord High Chancellor of Great Britain, with the advice and consent of the Right Honorable SIR JOHN ROMILLY, Master of the Rolls, the Honorable the Vice-Chancellor, SIR RICHARD TORIN KINDERSLEY, the Honorable the Vice-Chancellor, SIR JOHN STUART, and the Honorable the Vice-Chancellor, SIR WILLIAM PAGE WOOD, Doth hereby, in pursuance and execution of the powers given by the Statute 25th and 26th Victoria, chapter 89, and of all other powers and authorities enabling him in that behalf, Order and direct in manner following:

Petition to Wind-up Company.

1. Every Petition for the winding-up of any Company by the Court, or subject to the supervision of the Court, shall be intituled in the matter of "The Companies Act, 1862," and of the Company to which such Petition shall relate, describing the Company by its most usual style or firm.

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The Law and Practice of Joint Stock Companies and Other Associations, as ...