joint stock companies or from any terminating building society, to be applied to the purposes of the society, within the following limits: (a) In a permanent society, the total amount to so received is not to exceed (a) two-thirds of the amount for the time being secured by the mortgages; (b) In a terminating society, either not to exceed such two-thirds, or not to exceed twelve months' subscriptions on the shares in force. 37 & 38 Vict. c. 42, s. 15. 107. The rules must set forth whether, and to what extent (not exceeding the prescribed limits), the society intends to avail itself of the borrowing powers in the Act. 37 & 38 Vict. c. 42, s. 16 (b). 108. Every deposit book or acknowledgment or security of any kind given for a deposit or loan must have printed or written therein or thereon the whole of the 14th and 15th section of the Act. 37 & 38 Vict. c. 42, s. 15. 109. For money borrowed in excess of the prescribed (a) The limit fixed by the statute of 1874, is based on the decision in the leading case of Laing v. Reed, where it was held by Hatherley, L.C., and Giffard, L.J., that a rule empowering the trustees of a building society to borrow money, for the purposes of the society, to an extent not exceeding two-thirds of the amount secured by the mortgages, was not illegal under the statute 6 & 7 Will. 4, c. 32: 1869, L. R. 5 Ch. Ap. 4; 39 L. J. (N. S.) 1 Ch. (b) Such a provision was most desirable in order to satisfactorily define the position of societies which wish to borrow money. It had already been decided with regard to existing societies, that they had no power to borrow unless their rules specially authorized them to do so to a limited extent. These numerous decisions are still applicable to unincorporated societies. (See Laing v. Reed, supra; Re National Building Society, Ex parte Williamson, 1869, L. R. 5 Ch. Ap. 309; Re Victoria Building Society, Hill's and Jones' Cases, 1870, L. R. 9 Eq. 305; Re Coetmor Building Society, 1871, 51 L. T. 253, &c.) limits the directors receiving such loans or deposits are personally liable. 37 & 38 Vict. c. 42, s. 43. See also PROMISSORY NOTES. 110. Depositors affected by rules.-Where the depositors in a society received a book called a "Member's Deposit Book," which contained printed rules purporting to be "Rules of the Deposit Branch," one of which provided that the general rules of the society should be binding on all persons who might make deposits: Malins, V.C., held, that the depositors were bound by the rules of the society: Re Victoria Building Society, Hill's and Jones' Cases, 1870, L. R. 9 Eq. 605; 39 L. J. 629, Ch.; 22 L. T. Rep. (N. s.) 777. PREFERENTIAL SHARES. See SHARES (164). PROCEEDINGS necessary for the Termination or Dissolution of a Society. See DISSOLUTION. PROMISSORY NOTE. 111. Given by committee for money improperly borrowed. The members of the committee of a building society borrowed money from their bankers for purposes not strictly within their borrowing powers, and gave a promissory note for the amount borrowed. Soon after the transaction the society suspended business. On bill filed, by one of the members of the committee who signed the note, against the bankers and the other members of the society to ascertain his liability: James, V. C., held that only the persons who signed the note, and the persons who authorized the signatures, were jointly and severally liable to make good the amount Moye v. Sparrow, 1870; 22 L. T. Rep. (N. s.) 154, Ch.; 18 W. R. 400. 112. Deposit Note where no power to borrow-Breach of warranty of authority.-The plaintiff lent £70 to a building society, and received a receipt signed by the defendants, as two directors of the society, in the following form : Imperial Permanent Benefit Building Society. This is to certify that Mrs. A. E. Richardson, of, &c., has this day deposited the sum of £70 with the Imperial Permanent Benefit Building Society for a period of three months certain, upon which interest at the rate of £5 per cent. per annum will be allowed. J. W. WILLIAMSON, Directors. C. L. LAWSON, WM. RICHARDSON, Secretary. Memorandum.-The above deposit may be withdrawn at any time subsequent to 17th Sept. 1867, upon receipt of fourteen days' previous notice of such intended withdrawal. The society had no power to borrow money, and the plaintiff being unable to get her money back from the society, sued the defendants. On the above facts, the court having power to draw inferences : The Court of Queen's Bench (Cockburn, C. J., Blackburn, Mellor, and Hannen, JJ.) held, that the defendants were liable, they having, by signing the receipt, in effect represented that they had authority to make a binding contract of loan on behalf of the society, and so induced the plaintiff to part with her money. Cockburn, C. J., laid it down that, by the law of England, persons who induce others to act on the supposition that they have authority to enter into a binding contract on behalf of third persons, may on its turning out that they have no such authority, be sued for damages for the breach of an implied warranty of authority. This he said was decided in Collen v. Wright (8 E. & B. 647), and other cases. Richardson v. Williamson and Lawson, 1871: L. R. 6 Q. B. 276. 113. What is an improper form of note-Personal liability of signers.—A promissory note in this form— "On demand we promise to pay J. A. two hundred pounds, value received for the Second Gateshead Provident Benefit Building Society, and interest thereon at five per cent. per annum, payable half yearly," was signed by the defendants thus-" G. M. C. D. G., J. N., Trustees; T. N. Secretary." The writ of summons was sued out against all the four defendants, endorsed, under the Common Law Procedure Act, with the promissory note sued upon. The defendant Neilson (the secretary), who had made away with the moneys of the society, did not appear to the writ, and judgment was accordingly signed against him by default, and the plaintiff declared against the three other defendants. Held by the Court of Exchequer (Kelly, C. B., Martin, Channell, and Cleasby, BB.) that the defendants were personally liable on the said note, and that the case was not substantially different from the cases of Price v. Taylor (infra) and Healey v. Storey (3 Ex. Rep. 3). Kelly, C. B., in giving judgment said :-" When we look at the instrument as set forth in the record, we find a promise to pay this money as value received for the society, and interest thereon.' It is clear, therefore, that the 'value received' is for the society. Now, when a promissory note is given by any person, it is quite immaterial for whom the value was received, or whether that is stated at all. Those words might be struck out altogether. They do not at all affect the construction of the note or the liability of the persons signing it." The Chief Baron was further of opinion that the circumstance of the defendants adding the word "trustees' to their signatures did not affect their liability or make any difference. If, however, there were any doubt at all upon this point, it would be removed by the case of Price v. Taylor, where the promissory note was almost identical with that in Allan v. Millar. His lordship concluded: "I am clearly of opinion, both on principle and authority, that the defendants here are personally liable. Were it necessary or profitable to look beyond the instrument itself bere, there is nothing more likely than that the society in this case requested three or four of their officers to give their personal security." Channell, B., entirely agreed with the opinion expressed by Martin, B., in his judgment in the case of Price v. Taylor, that the meaning of a written document is to be collected from the terms in which it is expressed, and that where a bill or note is drawn by an agent, executor, or trustee, he should take care, if he means to exempt himself from personal liability, to use clear and explicit words to show that intention. So here, if it had been intended to exclude the personal liability of the defendants, apt words signifying such intention should have been used, as could easily have been done. Allan v. Miller, 1870; 22 L. T. Rep. (N. s.) 825, Ex. 114. In Price v. Taylor, referred to above the promissory note in question was as follows:-" Midland Counties Building Society, No. 3. Birmingham, March 12, 1858.-Two months after demand in writing we promise to pay T. P. the sum of one hundred pounds, with interest after the rate of six pounds per cent. per annum for value received. W. R. H., J. T., Trustees; W. D. F., Secretary." Held that the signers (the defendants) were personally liable on the note: 29 L. J. 331 Ex.; 6 Jur. (N. S.) 402; 2 L. T. R. (N. s.) 221. 115. The persons signing a promissory note, on behalf of a society, may set off against a claim under it any sums due to the society by the lenders: Ex parte: Clennell, 1861, 4 L. T. (N. s.) 60, Bank. PROPERTY. 116. Vests on incorporation without conveyance.—AII rights of action and other rights, and all estates and interests in real and personal estate whatsoever, on the incorporation of the society, vest in it without any conveyance or assignment whatsoever, except in the case of stocks and securities the title to which cannot be transferred without admittance. 37 & 38 Vict. c. 42, s. 27. PURPOSE. 117. For which societies may be established. -Any number of persons [not being less than three, besides the intended secretary (see 37 & 38 Vict. c. 42, s. 17)] may establish a building society under the Act of 1874, either terminating or permanent, for the |