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PERMANENT BUILDING SOCIETY.
CONSTITUTION OF THE SOCIETY.
1.-NAME AND PLACE OF BUSINESS.
This society shall be called the “ Permanent Building Society," and is established in conformity with the provisions, and under the authority and sanction, of the Act of parliament 37 & 38 Vict. c. 42. The chief office or place of meeting for the business thereof shall be at in the county of or at such other place as the directors from time to time appoint.
This society is established for the purpose of raising by the subscriptions of the members a stock or fund for making advances to them out of the funds of the society upon security of freehold, copyhold, or leasehold estate, by way of mortgage, and generally for the purposes allowed by the Act 37 & 38 Vict. c. 42.
1. The first subscription meeting of this society shall be held at its office on the
and a subscription meeting of the society shall be held on the
in every month. 2. Such subscription meetings shall commence at o'clock precisely in the evening, and shall terminate at
unless any special matter shall arise, in which case the chairman may extend the time.
1. The annual meeting of the society shall be held in the month of in every year, at such time and place as the board of directors appoint. One week's notice, signed by the secretary, shall be given to each member, by circular, previous to the meeting.
2. At every annual meeting of the society a general report, signed by three directors and the secretary, showing the transactions of the society during the past year, its present condition and the state of its affairs generally, and the auditors' report and balance-sheet, shall be read to the society, and the books and accounts, and the statement of accounts, prepared pursuant to 37 & 38 Vict. c. 42, s. 40, audited and approved by the auditors, shall be produced for the inspection of the members. A copy of such statement shall be supplied to every member, depositor, or creditor for loans, on demand. At the annual meetings, also, new directors and auditors shall be elected by ballot in the place of those who retire from office, and other vacant offices (if any) be filled up; and the present state and future prospects of the society may be discussed, and such other business transacted as may be deemed proper and expe
1. The directors shall meet as often as necessary, at such place and time as they determine upon, for the purpose of conducting the business of the society.
2. Three elected directors shall constitute a quorum,
(a) The annual meeting should be fixed at such a time as would allow two or three months for the preparation and auditing of the year's accounts.
except when the funds of the society are advanced to members, when a quorum of five must be present.
3. The chairman, or deputy chairman, or two of the directors, or the secretary, may call a meeting of the directors at any time upon giving two clear days' notice in writing. În case the requisite number of directors do not attend, the secretary may adjourn the meeting to some other time.
VI.-SPECIAL GENERAL MEETINGS. 1. A special general meeting of the members shall be summoned by the secretary whenever the directors require him so to do, or upon his receiving a requisition in writing, signed by not less than seven members of the society, stating the objects for which such meeting is required.
2. The members subscribing such requisition shall deposit with the secretary such a sum as shall be deemed sufficient to pay the expenses of the meeting; and the members present at such meeting shall decide whether the said expenses shall be paid out of the funds of the society, or out of the sum so deposited as aforesaid.
3. Every special general meeting shall be summoned by circular, posted to the registered address of every member, seven clear days prior to the day appointed for the meeting, and such circular shall state the objects for which the meeting is to be held (6).
4. In the event of the secretary neglecting to summon a special general meeting in manner aforesaid, he shall be fined £l*; and in case of such neglect, the chairman, deputy chairman, or any two directors, or the members signing the requisition, may summon such special general nieeting by circular in manner aforesaid.
5. No other business shall be transacted at any special general meeting than that stated in the circular by which such meeting is summoned.
VII.-ADJOURNMENT OF MEETINGS. Any meeting of the members or of the directors may, by a resolution duly carried, be adjourned or removed from one time or place to another, or any number of other times
(6) Any other method of summoning a special general meeting may be provided by the rules.
or places ; and every meeting by adjournment or removal, shall be deemed a continuation of the original meeting.
1. All general notices to members (except where otherwise directed by these rules) shall from time to time be affixed on some conspicuous place in the subscription room for the time being; and, unless when the directors think it necessary, or these rules require, that circulars should be sent to each member of the society, all notices so affixed shall be considered sufficient and duly served.
2. In no case shall the proceedings of any meeting, whether of the directors or members, be void or voidable merely on account of the omission to give, or of any
defect in, the notice required by these rules, unless an objection on such ground be taken previously to entering on the business of the meeting.
Every question submitted to any meeting of the directors or members, shall be decided by the votes of the majority of those present entitled to vote. Such votes shall be first taken by show of hands, upon which the decision of the chairman of such meeting shall be final, unless a scrutiny be demanded, in which case it shall be forthwith taken by ballot; and then every member qualified to vote, whose subscriptions are not in arrear, shall have one vote [or, one vote for every
shares held by him, provided that no member shall have more than votes in the whole), and in either case if there be an equality of votes, the chairman shall give the casting vote in addition to his vote as a member. No member shall be entitled to attend any meeting of the society, or to vote on any question, without producing his certificate of shares if required so to do by any of the directors, nor until he has been three months a member of the society, and has duly paid his subscriptions for that period. No member or officer of this society shall be allowed to attend during the discussion of, or to vote on, any question affecting his individual interest or conduct.
1. All disputes between the society and any of its mem. bers, or any person claiming by or through any member, or under these rules, shall be settled by reference to arbitration (a).
2. At the first general meeting of the society, after its incorporation, five arbitrators shall be appointed, none of them being beneficially interested, directly or indirectly, in the funds of the society. In case of dispute, the names of the arbitrators shall be written on pieces of paper, and placed out of view in a box; and the three whose names are first drawn out by the complaining party, or by some one appointed by him, shall be the arbitrators to decide the matter in difference, and their decision shall be final.
3. If any arbitrator die, resign the office, or refuse or become incapable to act, the society at its next general meeting shall appoint another in his place.
XI.--ALTERATION, ADDITION, AND CONSTRUC
TION OF RULES. 1. Any of the rules of this society may be rescinded or altered, or a new rule made, at a special general meeting of the members convened for the purpose, pursuant to Rule VI. The circular convening the meeting shall specify the alterations and additions proposed, and no rescission, alteration, or new rule shall be made without the concurrence of three-fourths of the members present at such meeting. Any amendments relating to the particular rule to be altered or added to may be proposed; but no rule not mentioned in such requisition shall be in any respect altered or rescinded, except so far as the same may relate to the subject matter of any rule so mentioned in the requisition. All alterations in, or additions to these rules, shall be duly registered, pursuant to 37 & 38 Vict. c. 42, s. 18.
2. In the construction of these rules, the word “share” shall apply as well to a fraction of a share as to a whole
(a) The rules may, if desired, direct that disputes shall be referred to the registrar, or to the court, under 37 & 38 Vict. c. 42 (ss. 16, 34-36).