Must always appear by attorney. Corporation cannot under duties. in addition to the powers given to the societies now under our especial notice by statute. A corporation must always appear by attorney, for it cannot appear in person, being invisible. The appointment of an attorney must, in general, be under the corporate seal (r), and an agreement to pay a salary to the attorney must, in general, be under seal (s). For general purposes, not affecting the interest or title of the corporation, a corporation may act through the medium of an agent, although he possesses no authority under seal (t). A corporation cannot be executor or administake personal trator, nor perform any personal duties; for it cannot take an oath for the due execution of the office; neither can it be a trustee; for such a kind of confidence is foreign to the end of its institution. Another incident of corporations aggregate is, that the act of the the act of the major part is considered the act of the whole; and an old statute enacts "that all private statutes shall be utterly void, whereby any grant or election made by the head, with the concurrence of the major part of the body, is liable to be obstructed by any one or more being the minority" (u). It is also incident to corporations aggregate to have the power of electing their own members and officers. This power, in general, belongs to the Act of the majority is whole. Power to appoint officers; (r) Arnold v. Mayor of Poole, 12 L. J., C. P. 97. (s) Reg. v. Mayor of Stamford, 6 Q. B. 433. (u) 33 Hen. 8, c. 27. delegated. major part of the whole members, duly met together for that purpose; but it may be delegated may be by a bye-law to a select body of the corporators, who then become the representatives, as regards this matter, of the whole community (x). A corporation aggregate may take and hold goods and chattels for the benefit of themselves and their successors. unnecessary. In general, no corporation can hold lands or Royal licence buildings without the royal licence, but the act confers power on all registered societies to do so unrestrictedly. It is, however, apprehended, that the provision of the Companies Act, 1862, which limits the quantity of land which may be held by any society, formed for any object not involving the acquisition of gain by the individual members thereof, to two acres, except with the sanction of the Board of Trade (y), applies to societies registered under the Industrial Societies Acts, formed for the like object. In conveyances of land and No words of buildings to a corporation aggregate, there is no necessary. necessity to make use of the word "successors," or any other words of limitation, in order to pass the fee (z). A trading corporation may alienate its hereditaments as freely as an individual; but as it cannot sign, affixing the common seal is equivalent (x) See R. v. Spencer, 3 Burr. 1827. limitation Dissolution of corporation. Rules must determine as for all purposes to a signing and sealing by an individual (a), and no delivery is necessary. A corporation may be dissolved, at common law, by act of parliament, the natural death of all the members, and by surrender or forfeiture of its charter to the crown. But the societies of which we now treat are to be wound up like limited companies generally, and the mode of their dissolution will be shown in the part of this work devoted to that subject. The rules of every society must (6) determine to investment whether and by what authority any part of capital of capital. may be invested in or on the security of another society, or in a company registered with limited liability. This regulation was made to guard against the evil effects which would result from a surplusage of capital lying idle, and enables a society, whose commercial business is small, to carry on its work as a friendly society unrestrictedly. The amount which one society may invest in another is not limited to 2007., as is the case with an individual (c). Two copies of any alterations of or additions to the rules must be signed by seven members of the society, and, countersigned by the secretary, must be sent to (a) Sugd. V. & P. 730, 14th ed. the registrar, accompanied by a statutory declaration that such alterations were duly made (d). be accurately Too much stress can hardly be laid on the fact Books should that much of the prosperity of every society will kept. depend upon the accuracy and carefulness with which the books of the society are kept. Unless they be regularly and fully posted up, they will fail to enlighten and satisfy the shareholders and creditors, who have a right to examine them at all reasonable hours (e), and if these are dissatisfied the society will soon fall into difficulties. It is recommended that the accounts be audited and a balance-sheet prepared every three months; if the society be doing well there can be no harm in publicity, whilst if it be insolvent the sooner it is discovered the better it will be for all parties. should be general Whenever a balance-sheet has been prepared, Balance-sheet which should be done periodically, there should be laid before a general meeting of the members of the society, meeting. for the purpose of passing or rejecting such balancesheet, and for appropriating the profits, if any. which profits plied. The act allows these to be applied "for any pur- Purposes for poses allowed by the Friendly Societies Acts, or may be apotherwise permitted by law." By the "Act to consolidate and amend the Law relating to Friendly Societies" (ƒ), the following are the purposes for (d) 30 & 31 Vict. c. 117, s. 7. No annuity above 301. to be granted. Rules as to payment of money on death of child. which, or for any of which, the funds of a society may be applied : "1. For insuring a sum of money to be paid on the birth of a member's child, or on the death of a member, or for the funeral ex penses of the wife or child of a member : "2. For the relief or maintenance of the members, their husbands, wives, children, brothers or sisters, nephews or nieces, in old age, sickness, or widowhood, or the endowment of members or nominees of members at any age: "3. For any purpose which shall be authorized by one of her Majesty's principal secretaries of state, or in Scotland by the Lord Advocate, as a purpose to which the powers and facilities of the act ought to be extended: "Provided, that no member shall subscribe or contract for an annuity exceeding 30l. per annum, or a sum payable on death, or on any other contingency, exceeding 2001." The Friendly Societies Acts provide (g) that no money shall be paid on the death of a child under ten years of age without the production of a certificate stating the probable cause of death, signed by a qualified medical practitioner, and that it shall not be lawful in any case to pay any sum without (g) 21 & 22 Vict. c. 101, s. 2. |