Termination of proceedings.

an arrangement whereby the members are to receive shares, the right of participation in the profits, or any other benefit from the purchasing society in lieu of shares (k), though any member dissenting from such arrangement can enforce the purchase of his shares by the society, at a price to be fixed by arbitration, if he give notice to the liquidators, within seven days from the passing of the special resolution (). No shareholder can be compelled to take shares in the other society, and he does not forfeit his right to refuse to become such shareholder by failing to express his dissent in writing from the resolution within seven clear days after the meeting at which it was passed (m).

The liquidators may summon general meetings of the society, and must at the end of each year, if the winding up continue so long, lay before a general meeting an account of what they have done during the past year (n), and at the conclusion of the winding up render an account to a general meeting, one month's notice of which, and of its object, must be given in the "Gazette" (o). The

(k) 25 & 26 Vict. c. 12, s. 161.

(7) Sect. 162.

(m) In re the Bank of Hindustan, China, and Japan (Limited), Ex parte Los, 34 L. J., Ch. 609; see also Higg's case, 2 Hem. & M. 657; Martin's case, 2 Hem. & M. 669; In re the Oriental Commercial Bank (Limited), Ex parte Alabaster, 38 L. J., Ch. 32.

(n) 25 & 26 Vict. c. 89, s. 139.

(0) Sect. 142.

meeting has no power to open the accounts, or to reverse any of the proceedings of the liquidators; but any member of the society who thinks that they have been guilty of a breach of trust, may of course take proceedings in a court of equity, with a view to punishing them. The liquidators must, under a penalty of 51. per diem, make a return of this meeting to the Registrar of Friendly Societies, and three months after the date of the return the society is deemed to be dissolved (p). All costs, Costs. charges, and expenses, properly incurred in the winding up, and the remuneration of the liquidators, are payable out of the assets of the society in priority to all other claims (q).

The voluntary winding up is no bar to the right of a creditor to have the society wound up by the court, if the court thinks the creditors will be prejudiced by a voluntary winding up (r), and then the court may provide for the adoption in the winding up of any of the proceedings taken in the voluntary winding up(s). But where the proper majority of shareholders in a society resolve upon a voluntary winding up, and there is no fraud or im-. proper influence, the court will not interfere at the instance of a minority, either by ordering the so

(p) 25 & 26 Vict. c. 89, s. 143.
(g) Sect. 144.

(r) Sect. 145.

(8) Sect. 146.

Winding up subject to

ciety to be wound up compulsorily, or under the supervision of the court (t); which last method we will now consider.

3. Of Winding up, subject to the Supervision of the Court.

This mode of winding up can only be adopted supervision, where it is necessary for the protection of the creditors; and the court may then make an order, that the voluntary winding up shall continue under its supervision (u). A petition for winding up, subject to supervision, gives the court the same jurisdiction over suits and actions (x), as it has in cases of winding up by the court (y). The petition must be served on the liquidators (if any) already appointed, in addition to being served on the same persons as a petition for winding up by the court (z). In all matters relating to the winding up, the court to wishes of may have regard to the wishes of the creditors or contributories, as proved to it by any sufficient evidence, and may direct meetings of the creditors or contributories to be summoned, held, and regulated, in such manner as the court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman of any such meeting,

Court may have regard

creditors, &c.

(t) In re the Beaujolais Wine Company (Limited), Ex parte Wragge, 37 L. J., Ch. 220.

(u) 25 & 26 Vict. c. 89, s. 147.
(x) See s. 87.

(y) Sect. 148.

(*) Reg. Gen. 3.

and to report the result of the meeting to the court; in the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories, to the number of votes conferred on each contributory by the regulations of the society (a). The official liquidator must give notice in writing, seven clear days before the day appointed for such meeting, to every creditor or contributory, of the time and place appointed for such meeting, and of the matter upon which the judge desires to ascertain the wishes of the creditors or contributories; or, if so directed by the judge, such notice may be given by advertisement, in which case the object of the meeting need not be stated, nor need the advertisement be inserted in the "Gazette" (b). The votes of the creditors or contributories at any such meeting may be given either personally or by proxy; but the proxy for a creditor must be an allowed creditor, and the proxy for a contributory must be a contributory (c).

liquidators.

Subject to any restrictions imposed by the court, Powers of the liquidators exercise all their powers as if the winding up were merely voluntary, and if the winding up under supervision be superseded (d) by an order directing the society to be wound up by the

(a) 25 & 26 Vict. c. 89, s. 149.

(b) Reg. Gen. 45.

(c) Reg. Gen. 46.

(d) 25 & 26 Vict. c. 89, ss. 151, 152.

Miscellaneous points.

court, the voluntary liquidators, or any of them, either alone or with others, may be appointed the official liquidators.

The other proceedings in a winding up, subject to supervision, are similar to those in a compulsory winding up(e).

When any society has been wound up, the books, &c., when the winding up has been by or under the supervision of the court, are disposed of as the court directs; when the winding up has been voluntary, they are disposed of as the society directs but at the end of five years, all responsibility of the society or liquidators, by reason that the books, &c., are not forthcoming, is at an end (f).

Any fraudulent preference of creditors, and any conveyance, mortgage, delivery of goods, payment, execution, or other act relating to property for that purpose is void; the presentation of a petition, or a resolution, for winding up a society corresponds with an act of bankruptcy committed by an individual trader; and any conveyance or assignment made by a society of all its estate and effects to trustees for the benefit of all its creditors, is void to all intents (g). Where in the course of any winding up, it appears that any past or present di

(e) 25 & 26 Vict. c. 89, s. 151.
(f) Sect. 155.

(g) Sect. 164.