PART 2.-CORPORATIONS.

B.-UNLIMITED ASSOCIATIONS.

ORDINANCE No. 56 of 1903.

To Provide for the Incorporation of Societies.

1. It shall be lawful for any unincorporated society or association already formed and established, or which may at any time hereafter be formed and established, in this Colony for any lawful object approved by the Lieutenant-Governor, and to which society or association it shall be, in the opinion of the said LieutenantGovernor, expedient to extend the privileges of this Ordinance (certificates whereof signed by the Attorney-General shall be produced before registration), to register such society or association in the office of the Registrar of Companies of this Colony, and to deposit in such last-mentioned office a copy of the rules or bye-laws of such society or association under the hand of the secretary thereof for the time being; certificate of which registration and deposit shall thereupon be issued by the said Registrar of Companies to the said secretary; provided always that no society or association formed or established for purposes of gain shall be entitled to be registered under this Ordinance.

2. Every such society or association registered under this Ordinance shall be competent to acquire and hold in its own name, and to sell, transfer, lease, or otherwise dispose of movable and immovable property in manner hereinafter mentioned, and to borrow and take up money from time to time upon mortgage or debenture for the purposes of such society or association, according to any rules or bye-laws which may be lawfully made in that behalf in manner hereinafter mentioned.

3. It shall be lawful for every society or association registered under this Ordinance, from time to time, at some meeting of its members, and by a resolution of a majority of the members then present, to make rules and bye-laws for the regulation, government, and management of such society or association, and for the protec

tion, recovery, and custody, and for the sale, transfer, mortgage, lease, or disposal of the property thereof, and for the appropriation of the funds thereof, and for the audit of the accounts thereof, and the fines and forfeitures to be imposed on any member thereof, and the settlements of disputes between the society or association and any of its members, or any persons claiming by or through any member, or under the rules; also for the signature of contracts, and of powers of attorney to sue or defend or to pass transfer or bonds, and generally for carrying out the objects and purposes of such society or association; and to alter, amend, vary, or annul, as occasion may require, any such rules or bye-laws previously theretofore made and registered or deposited as aforesaid; provided that a copy of every bye-law and rule under the hand of the secretary shall be deposited in the office of the Registrar of Companies.

4. The members of every such society or association established or registered under this Ordinance shall have the power of electing such of its members as they shall deem fit to act as a committee or council of officers under such terms and conditions as the rules or bye-laws may provide.

5. Every such society or association established or registered under this Ordinance may, in all actions, suits, and legal proceedings, sue and be sued in the name in which it is registered.

6. Nothing in this Ordinance contained shall prevent any such society or association so registered from altering its name; provided that every such alteration shall be registered in the Registrar of Companies' Office and publicly notified in the Gazette; and provided, further, that no such alteration shall prejudice or affect any right which, previously to such alteration, has accrued to anyone against such society or association, or by such society or association against anyone, and that no such alteration shall abate or render defective any legal proceedings pending at the time when such alteration is made.

7. The fees mentioned in the Schedule hereto shall be paid to the Registrar of Companies in respect of the several acts to be performed by him in pursuance of the provisions of this Ordinance.

8. This Ordinance may be cited as the Societies and Associations Incorporation Ordinance, 1903.

SCHEDULE OF FEES.

Certificate of deposit and registration of original rules and bye

PART 2.-CORPORATIONS.

C.-COMPANY CASES.

NOTES.

Transvaal Decisions on Company Law.

FOREIGN COMPANY.-The rule was laid down in Hayden & Co.'s Trustees vs. Thistle Reef G.M. Co. (1895, O.R., p. 235) that "A Company incorporated or registered in a foreign country, and having its head office and Board of Directors in such foreign country, must be sued at the place of its domicile, being a foreign juristic person, and cannot be summoned before the Judge of the place where its property is situate without the leave of the High Court." Illustration. The A. Company is registered with limited liability in France. It is not registered in the Transvaal, and has no head office or Board of Directors in the Transvaal, though it owns landed property in the Transvaal. Special leave of the Supreme Court must be obtained to sue the A. Co. in the Transvaal.

SERVICE OF SUMMONS ON A COMPANY.-Rule 21 of the Transvaal Supreme Court Rules lays down the following:-(a) Except as may be otherwise provided by any Law, where any corporation, church, society, or public institution is defendant in an action, service may be effected by delivering a copy of the summons to the Chairman or Secretary of the Board or Council controlling the affairs of such corporation, church, society, or institution, at the office or place where the affairs or business of such corporation, church, society, or institution is ordinarily carried on or transacted; or if service cannot for any reason be thus effected, the summons may be served upon such Chairman or Secretary in the same way as though he were the defendant or sole defendant named in the summons. (b) Where any partnership firm is defendant, service may be effected by delivering a copy of the summons to any member of the firm at the office or place where the business of the firm is ordinarily carried on; or if service cannot for any reason be thus effected, the summons may be served upon any member of the firm in the same way as though he were the defendant or sole defendant named in the summons. Where the business of any partnership firm is being wound up by any trustees or liquidators, service of the summons may be effected upon any one of such trustees or liquidators in the same way as though he were the defendant or sole defendant named in the summons. (c) Where any syndicate is defendant, service may be effected by delivering a copy of the summons to the manager, chairman,

secretary, or any person having the control of the business or affairs of the syndicate at the office or place where such business or affairs are ordinarily carried on; or if service cannot for any reason be thus effected, then the summons shall be served upon such one or more members of the syndicate either personally or by publication in such manner as the Court or Judge may direct. (d) Where the trustees of an insolvent estate, or executors or curators, or guardians of a minor, are defendants, service may be effected upon any one of them in the same way as though he were a defendant in his personal capacity.

LIABILITY-TRUST FUNDS.-Where the secretary of a Trust Company deposits moneys with the Company which he has received in his personal capacity as trustee in various insolvent estates, he may claim repayment of such moneys from the Company, even if no claim has been made against him by the creditors of such insolvent estates, inasmuch as the trustee is nevertheless personally liable to the creditors for such moneys (Liquidators of the Republican and Colonial Co. vs. Moller, O.R., 1894, November, p. 13).

TRUST FUNDS.-A Company, whose secretary has been appointed trustee in an insolvent estate, is liable for his acts in that capacity, if the Company has notified publicly that it guarantees the acts of the secretary (Strange vs. Liquidators of the Republican and Colonial Co., O.R., 1894, November, p. 80).

LIABILITY--DIRECTOR.-A Company may be held liable for the acts of a person who acted as a director of the Company, notwithstanding the fact that according to its Articles of Association he was, for certain reasons, disqualified from being a director (Liquidators of the Republican and Colonial Co. vs. Natal Bank, O.R., 1894, December, p. 99).

LIABILITY CONTRIBUTORIES. Writs of execution cannot be issued against shareholders liable for calls in an insolvent Company unless preceded by a demand made by registered letter (Ex parte Liquidators of the Republican and Colonial Co., O.R., 1894, August, p. 49).

LIABILITY SYNDICATE.-Persons who peg a number of claims, and register such claims in the name of a Company, or of a Syndicate, without limited liability, are all liable as principal debtors to the creditors of such Company or Syndicate, so that, on a judgment obtained against the Company, a writ of execution may be issued against any member thereof (Maidment vs. Nabob G.M. Co., O.R., 1894, September, p. 60).

LIABILITY SERVANTS.-A Company is liable for the negligence of its servants who impose upon a fellow-servant a task outside the scope of his ordinary duties, in the performance whereof he is injured (Eagleson vs. Argus Co., O.R., 1894, July, p. 12).

LIABILITY SERVANTS.-A Company, like any other employer, is liable for personal injuries or other damage occasioned to one of its servants by a fellow-servant while engaged in a common_employment (Lewis vs. Salisbury G.M. Co., O.R., 1894, February, p. 7).

LIABILITY-ANIMAL.-A Gold Mining Company was held not to be liable for the poisoning of cattle drinking water while trespassing on the Company's property, where the owner of the cattle had knowledge of the dangerous nature of the water, and did not take sufficient care to prevent the injury (Langlaagte G.M. Co. vs. Malan, O.R., 1894, February, p. 44).

LIABILITY--SYNDICATE.-The members of a Syndicate form one person in law, and are thus entitled only as one person to the costs of a lawsuit (Sivewright vs. Meyer, O.R., 1894, February, p. 80).

LIABILITY-DIRECTORS-INSPECTION.--The Articles of Association of a Company imposed on the directors the duty of preparing accounts and issuing reports at stated periods, in order to acquaint the members with the position of the Company. It was held that every member of the Company was entitled to inspect such accounts and reports, even if such accounts and reports were declared to be confidential by a meeting of the Company (Rutherford vs. Dormer, H., p. 255).

LIABILITY SYNDICATE.-A Syndicate formed for the purpose of floating a Company is not necessarily an anonymous partnership; and in that case the members of the Syndicate may be held liable in their personal capacity for debts of the Syndicate (Joubert vs. loss Brothers, H., p. 231).

LIABILITY SYNDICATE.--A Syndicate is not responsible for moneys advanced or paid by its Secretary without authority, where the Syndicate has derived no benefit therefrom (Hugo vs. Magaliesberg Syndicate, H., p. 283).

MEETINGS BUSINESS. A meeting of shareholders, convened for the purpose of considering with or without modification a proposal for reconstructing the Company, cannot take into consideration a proposition differing from the advertised business, in case the Articles of Association of the Company provide that in the notice convening the meeting the general nature of the business to be transacted must be described (Lace vs. Modderfontein G.M. Co., O.R., 1894, August, p. 34).

MEETINGS INCREASE OF CAPITAL-CHAIRMAN.-A meeting of a Company was convened for the purpose of considering an increase of capital, subject to an offer made by certain guarantors. At the meeting the Chairman stated that this offer had been withdrawn, and substituted an offer made by the same guarantors. Thereupon a shareholder present at the meeting made a higher offer, based on the same lines as the offer of the guarantors, and asked the Chairman to lay the same before the meeting. The Chairman refused to do this, but laid before the meeting the offer of the guarantors, which was accepted by a majority of the shareholders. It was held that the Chairman had exceeded his powers, by giving the preference to one offer before the other (Cohen and Ehrlich vs. Witwatersrand G.M. Co., O.R., 1895, p. 381).

LIQUIDATION-ALLOTMENT.-Persons who have made application for shares in a Company, but to whom no shares have been allotted; are not liable to contribute to the debts of the Company (Rissik vs. Liquidators Olifantsvlei Co., O.R., 1894, July, p. 6).

LIQUIDATION-INSOLVENCY.-The late Transvaal High Court decided that if it is impossible to obtain a sufficient attendance of shareholders in a Company, as prescribed by its Articles of Association, at a meeting convened for the purpose of deciding on liquidation, and the Company is insolvent, the Court can grant an order directing the liquidation of the Company (Ex parte Liquidators of the May Deep Co., O.R., 1894, August 10, p. 52). This decision was given after the passing of Law No. 1, 1894, but does not appear to take into consideration the provisions of that Law as to liquidation.

LIQUIDATION—INSOLVENCY-RECONSTRUCTION.-An insolvent Company may be reconstructed, after proper notice to all interested parties (Ex parte Liquidators of the Birthday Co., O.R., 1894, September, p. 58).

LIQUIDATION SYNDICATE.—A Syndicate is dissolved by the death of one of its members (Hugo vs. Magaliesberg Syndicate, H., p. 283).