all actions and suits on behalf of or against the society must have been brought. ment, These acts have recently been repealed, and New enact"The Industrial and Provident Societies Act, 1867" (e), substituted in their place. This act society corporated, liability. contains provisions, whereby every registered whereby society becomes a corporation, with limited lia- becomes inbility, with many of the important privileges, and with limited subject to many of the salutary regulations concerning friendly societies. A Schedule is given, containing a list of matters which must be provided for by the rules of every society, and forms to be used on various occasions. It appears (ƒ) that it was intended to provide a form of rules in the Schedule to the act, which might have been adopted by any society, with or without variations, in order to save trouble and expense, in the same way that rules are given in the Schedule to the "Companies Act, 1862" (g). This would have been very desirable, but the Schedule, most unaccountably, does not contain such form of rules. present work. The object of the present work is to show, as Object of the concisely as possible, the law, as it at present stands, regulating these co-operative societies in regard to their formation, existence, and windingup; and as joint-stock companies may now be (e) 30 & 31 Vict. c. 117, incorporating "The Industrial and Provident Societies Act, 1862" (25 & 26 Vict. c. 87). (f) Sect. 10. (g) 25 & 26 Vict. c. 89. Appendix. Division of work. wound up in the county courts (h) under certain circumstances, it is conceived that the remarks on winding up contained in Chap. IV. may, mutatis mutandis, be useful in the case of such companies, as well as of industrial societies. In the Appendix will be found all necessary statutes, general orders, and forms, and a set of rules which can be adapted to any society, as required. The whole book is divided into five Chapters, as follows: I. On the Formation of Industrial and Pro vident Societies. II. On the Incidents of their Existence. III. On the Rights and Liabilities of the Mem bers. IV. On their Dissolution and Winding up. (h) 30 & 31 Vict. c. 131, ss. 41, 42. CHAPTER I. ON THE FORMATION OF INDUSTRIAL SOCIETIES. THE whole subject of Co-operative Societies, so far as Statute Law is concerned, is governed, as has been already mentioned, by "The Industrial and Provident Societies Act, 1867” (a), which incorporates with itself the act of 1862 (b). But besides the Statute Law, or lex scripta, the lex non scripta, or Case Law, regulates it in many particulars, and to obtain a correct understanding on any point, it will often be necessary to cite cases which have been already decided. Thus much is premised for the benefit of those readers who may not be conversant with legal topics. tration, so legal exist Before a society is registered, it has no legal ex- Prior to regisistence, and is incapable of doing any legal act; it ciety has no will, therefore, be desirable first to consider the pre- ence. liminary proceedings before registration. proceedings. We will suppose that a few individuals, being Preliminary desirous of reaping the benefits of co-operation, wish to establish a society under the act. After making a rough draft of their scheme, and of the proposed rules and regulations, they will engage a (a) 30 & 31 Vict. c. 117. Expenses incurred; -by whom to be paid. Applicants for shares not liable; room, and call a public meeting, by means of handbills and advertisements, for the purpose of explaining their intentions and enrolling members. If the idea be popular and well carried out, a sufficient number of members will come forward, the society will be formed and registered in the manner hereafter to be described, and the expenses incurred by the promoters will be paid out of the first monies received by the society. But perhaps the pro moters will fail to form the proposed society; debts will have been incurred for printing, advertising, use of rooms, and other incidental preliminary expenses, which must all be paid, and the question arises, by whom are these expenses to be borne ? At one time it was thought that all persons who had an interest in a proposed society, such as the members of the provisional and managing committees, and purchasers of scrip (by whom are meant persons who would have been entitled to shares if the society had been formed), had become partners, and were thus individually liable, by the law of partnership, for the debts contracted by the managing committee. But the law was finally settled otherwise in the two cases of Hutton v. Thompson and Norris v. Cooper (c). In the first of these, a Mr. Thompson wrote a letter of application for shares in a proposed company, and received an answer in the usual form, declaring that (c) 3 H. L. C. 161. certain shares had been allotted to him, on which he was required to pay, and did pay, a deposit. Large expenses were incurred, the scheme was abandoned, and an endeavour was made to place Mr. Thompson on the list of contributories. In the result, however, the House of Lords held, confirming the decision of the court below, that as Mr. Thompson was not liable to an action at law at the suit of a creditor of the abortive undertaking, so he was not liable for any portion of the expenses of a scheme that had failed. It was thus settled, that the mere acceptance of shares does not render the acceptor liable to pay the preliminary expenses. It was next endeavoured to render all the mem--nor the provisional bers of the provisional committee liable for the committee; expenses, whether partners at law or not (d). But the House of Lords, agreeing with the opinion of the judges, held, that persons who consent to become members of the provisional committee of a proposed company do not thereby authorize the other members of the managing committee to engage their credit, even for things necessary to establish the company (e). (d) Bright v. Hutton, 3 H. L. C. 341. (e) And see Reynall v. Lewis, and Wyld v. Hopkins, 16 L. J., Ex. 25; Hamilton v. Smith, 28 L. J., Ch. 404; Maddick v. Marshall, 17 Com. B., N. S. 829; Burbidge v. Morris, 34 L. J., Ex. 131. |