PART II. OTHER ACTS RELATING TO JOINT STOCK COMPANIES. THE INDUSTRIAL AND PROVIDENT SOCIETIES 25 & 26 VICT. C. 87. An Act to consolidate and amend the Laws relating to Industrial and Provident Societies. [7th August, 1862.] WHEREAS, by the Industrial and Provident Societies Act, 15 & 16 Vict. 1852, it is enacted, that it shall be lawful for any number of c. 31. persons to establish a society under the provisions thereof and of the therein-recited Act, for the purpose of raising by voluntary subscriptions of the members thereof a fund for attaining any purpose or object for the time being authorized by the laws in force with respect to friendly societies or by the said recited Act, by carrying on or exercising in common any labour, trade, or handicraft, or several labours, trades, or handicrafts, except the working of mines, minerals, or quarries beyond the limits of the United Kingdom of Great Britain and Ireland, and also except the business of banking, whether in the said United Kingdom or elsewhere; and that the said Act shall apply to all societies already established for any of the purposes herein mentioned, so soon as they shall conform to the provisions hereof: And 17 & 18 Vict. whereas by an Act passed in the seventeenth and eighteenth years of her present Majesty, chapter twenty-five, various provisions were made for the better enabling legal proceed c. 25. 19 & 20 Vict. c. 40. Recited Acts repealed. As to societies registered under recited Acts. Constitution of societies under this Act. Benefit building society. ings to be carried on in any matter concerning the societies formed under the said Act of 1852: And whereas the lastmentioned Act was amended by an Act passed in the first session of the nineteenth and twentieth years of her present Majesty, chapter forty: And whereas various societies have been formed and are now carrying on business under the provisions of the said recited Acts, and it is desirable to consolidate and amend the laws relating to such societies: Be it therefore enacted by the Queen's most excellent Majesty, by and with the advice and consent of the Lords spiritual and temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows: 1. The Industrial and Provident Societies Act, 1852 (a), and the said recited Acts for the amendment thereof, are hereby repealed from the passing of this Act. (a) 15 & 16 Vict. c. 31. 2. All societies registered under the Industrial and Provident Societies Act, 1852 (a), shall be entitled to obtain a certificate of registration on application to the Registrar of Friendly Societies, and for which certificate no fee shall be payable to the registrar. (a) 15 & 16 Vict. c. 31. 3. Any number of persons, not being less than seven (a), may establish a society under this Act for the purpose of carrying on any labour, trade, or handicraft, whether wholesale or retail, except the working of mines and quarries (~), and except the business of banking, and of applying the profits for any purposes allowed by the Friendly Societies Acts (y), or otherwise permitted by law. (a) Conf. Comp. Act, 1862, s. 6. (7) 18 & 19 Vict. c. 63; 21 & 22 Vict. c. 101; 23 & 24 Vict. c. 58. By the Amendment Act (30 & 31 Vict. c. 117), sect. 1, so much of this section as excepts the working of mines and quarries is repealed. This Act seems to apply only to societies formed for carrying on any labour, trade, or handicraft. A benefit building society is not within the provisions of the Act, but is subject to the provisions of the Companies Act, 1862, with respect to winding-up (a). (a) Per Turner, L. J., in Re Midland Counties Benefit Building Society, 12 W. R. 661; 13 W. R. 399; 33 L. J. (Ch.) 520, 739; and see other cases cited in note to Comp. Act, 1862, s. 199. 4. The rules of every such society shall contain provisions Rules. in respect of the several matters mentioned in the schedule annexed to this Act. By the Industrial and Provident Societies Act, 1867 (v. infra), another schedule is substituted. of society. 5. Two copies of the rules shall be forwarded to the Regis- Registration trar of Friendly Societies of England, Scotland, or Ireland, according to the place where the office of the society is situate, and shall be dealt with by him in the manner provided by the Friendly Societies Act, 1855; and he shall thereupon give his certificate of registration, and such certificate shall in all cases be conclusive evidence that the society has been duly registered, and thereupon the members of such society shall become a body corporate by the name therein described, having a perpetual succession and a common seal, with power to hold lands and buildings, with limited liability. This section is repealed by the Industrial and Provident Societies Act, 1867, s. 1, and sect. 4 of that Act enacted in its stead (v. infra.) Societies registered under this Act are to be taken to be registered under the Industrial and Provident Societies Act, 1867, see sect. 14 of that Act (infra.) registration to 6. The certificate of registration shall vest in the society Certificate of all the property that may at the time be vested in any per- vest all proson in trust for the society; and all legal proceedings then perty in society pending by or against any such trustee or other officer on trust for account of the society may be prosecuted by or against the society. society in its registered name without abatement. now held in The statute 17 & 18 Vict. c. 25, s. 1, provided that all actions Legal proceedagainst any society established under the Industrial and Provident ings. Societies Act, 1852 (15 & 16 Vict. c. 31) should be prosecuted against the registered officer or trustees; and the individual members could only ultimately be made liable by proceeding against them by scire facias if the corporate fund were insufficient to satisfy the judgment. This Act, however, repeals the above Acts, and enacts only that legal proceedings pending at the date of registration against the trustee or other officer may be prosecuted against the society, an enactment which does not extend to legal proceedings in respect of a contract made by the society prior to that date, for which no action is at that date pending. The result of this is that while, by the repeal of the 17 & 18 Bond given to the trustees. Copy of rules to be delivered to persons, on demand. No society to be registered by same name existing Vict. c. 25, the right of action against the trustees is taken away (a), this section gives no right of action against the society in respect of such a contract as last mentioned, if there are no proceedings pending at the date of registration (b), but leaves the individual members of the society liable to be sued (c). But although there are in the section no words imposing on the society the obligations formerly due from their officers, there are express words vesting in the society property vested in any person in trust for the society. And, therefore, it was held that a bond given to the trustees of a company registered under the Industrial and Provident Societies Act, 1852, was by the certificate of registration under this Act vested in the society, and that the society could sue on it for breaches of the condition subsequent to such registration (d). 7. A copy of the rules shall be delivered by the society to every person, on demand, on payment of a sum not exceeding one shilling. 8. No society shall be registered under a name identical with that by which any other existing society has been as that of any registered, or so nearly resembling such name as to be likely to deceive the members or the public, and the word "limited" shall be the last word in the name of every society registered under this Act. society. Member's interests limited to £200. Publication of name by society. See Comp. Act, 1862, s. 20, and note thereto. A society established with unlimited liability becomes by registration under this Act a limited liability society (e). 9. No members shall be entitled in any society registered under this Act to hold or claim any interest exceeding the sum of two hundred pounds. This section is repealed by 30 & 31 Vict. c. 117, s. 1, and sect. 2 of that Act enacted in its stead (v. infra.) 10. Every society registered under this Act shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the society is carried on, in a conspicuous position, in letters easily legible, (a) Toutill v. Douglas, 33 L. J. (Q.B.) 66. (b) Linton v. Blakeney Joint Cooperative Industrial Society, 3 H. & C. 853; 34 L. J. (Ex.) 211. (c) Dean v. Mellard, 15 C. B. (N.S.) 19; 32 L. J. (C.P.) 282; and see Gray v. Raper, L. R. 1 C. P. 694. (d) Queensbury Industrial Society v. Pickles, L. R. 1 Ex. 1. (e) Fountain's Case, 34 L. J. (Ch.) 593; and see s. 20, infra, and note thereto. |