In Clause 6,

39

interests of married women in industrial and provident societies. and the clauses governed by it, however (referred to above, page 14), the framers of the measure, not having apparently referred to the existing Industrial and Provident Societies Act, 1876, seem to have treated "Industrial" and "Provident " societies as separate classes of bodies, and it may therefore be a question whether societies under the Industrial and Provident Societies Act are designated under these terms. Since, however, the previously employed term "corporation would include all industrial and provident societies under the later Acts, the question is only of practical importance as respects the few old societies which remain still" certified" only, without having obtained incorporation, and with reference to Clause 10, which, it will be observed, as respects a "corporation," is confined to investments "in any share, stock, debenture, or debenture stock of such corporation, whilst, as respects an "Industrial, Provident, Friendly," &c. society, it applies to " any share, debenture, benefit, right, or claim whatsoever, in, to, or upon the funds" of the society. Again, the same question as before raised with respect to "deposits" in friendly societies, will apply to those in industrial and provident societies, except indeed those which are also " banks." It will thus have to be decided whether the deposits of a married woman in an ordinary co-operative society, not being a bank, are included in the words" other interests."

XVIII.—BUILDING SOCIETies.

1. Building Societies in England and Wales.

A new set of regulations for building societies has been issued under the signature of the Secretary of State (Sir William Harcourt) in place of those of March 1876, and will be found in Appendix C.

The alterations are mostly formal; advantage being taken for instance of Section 68 of the Conveyancing and Law of Property Act, 1881, to substitute in declarations the short title thereby authorised of "the Statutory Declaration Act, 1835," for its full title. By regulation 6, the certificate of an alteration of rules is required to be attached in all cases to the alteration itself, even when it consists of the mere rescission of a rule, in which case, under the previously existing regulations, it was to be attached to the old rules, a practice really inconsistent with the statutory form, which speaks of "the foregoing alterations," and objectionable, as failing to identify the particular document by which the alteration is effected. By a new regulation, 24, the form of notice of change of the chief office of a society (under Sect. 2 of the 40 & 41 Vict. c. 63) is prescribed. By regulation 25 (formerly 24) a fee of 10 s. is fixed for every order of discovery. Two new regulations (27 and 28) are added, the one authorising the Registrar to dispense with the use of any of the forms prescribed by the regulations, where a document tendered for registry appears to the Registrar substantially to comply with the provisions of the Building Societies Acts, the other authorising the Registrar to modify forms to suit particular cases, and to dispense with the obligation to supply duplicates where the obligation is imposed only by the regulations; the latter a provision equivalent with those of regulation 64 and the new regulation 81 under the Friendly Societies Acts, and regulation 46 and the new regulation 47 (see ante, p. 33) under the Industrial and Provident Societies Act. In the forms,

besides the addition of the new forms Y. and Z. for notices and certificate of change of office, form D. is simplified by the omission of the specification of the details of a partial amendment; a prescription often puzzling to societies, and which has had already to be omitted in the corresponding form B. under the Friendly Society regulations. Forms T. and W. are modified to suit the not infrequent case of a dispute which is rather a contention on a point of construction than a personal claim.

The new regulations will no doubt promote the easier working of the Acts. It appears necessary to repeat the explanation given in previous Reports, that the Registrar of Building Societies has no authority or power under the Building Societies Acts to make any report to Parliament whatever. It is the province and duty of the Chief Registrar of Friendly Societies under the Friendly Societies Acts to lay before Parliament every year a report of his proceedings and of those of the Assistant Registrars, and in so doing he has to report the proceedings they have taken in relation to Building

Societies; but no separate report of the Registrar of Building Societies can be made.

The large increase in the number of new building societies registered has been noticed above. It should here be observed that less than one-quarter of the whole number were of the permanent type, and that no less than 121, or more than one-half, belonged to the Starr-Bowkett group. Since the terminating societies are certainly those most used by the working class, it follows that, whatever objections may be held to the constitution of some of these bodies, their rapid development in 1881 bears cheering testimony to the improved condition of that class. Lancaster, Middlesex, and Surrey are the three counties in which the largest number of new societies were registered.

The following table shows the distribution of societies under the Act of 1874:

It will be seen that the counties containing the largest number of incorporated societies are, in order of precedence, Middlesex and Lancashire, which alone have over 100 societies; then, at a considerable interval, Surrey, York, Durham, Kent, Glamorgan, all of which have 50 or more, and 13 other counties having between 10 and 50, the rest having less than 10. Only Huntingdon, in England, and the six Welsh counties of Anglesea, Cardigan, Denbigh, Flint, Montgomery, and Radnor, are without incorporated building societies, Denbigh and Montgomery having indeed had each one society, which has been dissolved. Four of these, it will be observed, Anglesea, Cardigan, Flint, and Radnor, are among those which have no co-operative societies (see ante, p. 34).

No class of society with which this office has to do will be more directly affected than building societies by the Conveyancing and Law of Property Act, 1881 (see above, p. 12); although it is a singular fact that not one word (so far as the Chief Registrar has been able to discover) in the whole 73 sections of the Act, or in its four schedules, indicates the slightest consciousness on the part of the eminent conveyancers by whom the Bill was framed, or to whom it was submitted, that 40,000,000 l. of property in England and Wales are held as mortgages by building societies alone (not to speak of societies under the Industrial and Provident Societies Act) on terms other than those of repayment of the advance in one sum and at one fixed period, to which type of security alone the statutory forms of the new Act apply.

In some respects the rights of societies appear to be enlarged by the Act.

For instance, the Registry Office has held itself precluded, under the terms of the Building Societies Act, 1874 (see particularly sections 13 and 37), from certifying rules for giving the mortgagee society power to grant leases. Section 18 of the Conveyancing and Law of Property Act gives express power to mortgagees in possession, under mortgages made after the commencement of the Act (1 January 1882) to grant both agricultural or occupation leases for terms not exceeding 21 years, and building leases for terms not exceeding 99 years, the expression "building lease," by virtue of section 2, Definition X., authorising "the erecting and the improving of, and the adding to, and the repairing of buildings." There seems to be nothing to prevent the application of the provision to building societies, which consequently must in future be held entitled to take power in their rules to grant such leases as are authorised by the Act.

It must indeed be pointed out that there is nothing in the Act which confers on the mortgagee himself the powers which by building lease he may confer on a lessee. For instance, the Act does not authorise a mortgagee society itself either to build on or improve the mortgaged property. Whether indeed the old doctrine that a mortgagee has no right "to improve the mortgagor out of his estate" (see Sandon v. Hooper, 6 Beav. 246) would hold good, now that he has a statutory power to do so by the medium of a building lease, can only be established by judicial decision.

The Married Women's Property Bill, 1882, as regulating the existing Acts on the subject, must affect the interests of married women in building societies. As in the case of co-operative societies (see above, p. 35), Clause 6, and those governed by it, are those which most directly affect this class of societies, and as in that case it would appear doubtful whether the framers of the measure had any clear knowledge of the Acts affecting them. Punctuation not having to be considered in the construction of Acts of Parliament, it does not appear clear whether in the enumeration "any industrial provident friendly benefit building or loan society " the words "benefit" and "building" are to be disjoined or construed together. If the former, the term "benefit society becomes a mere synonym for "friendly society," but all building societies are included. If the former, the term "benefit building society" would appear to apply only to societies under the 6 & 7 Will. 4, c. 32, and building societies under the Act of 1874 will only come in under the term "corporation." The observation already made in respect of co-operative societies as respects the different application of Clause 10 to "corporations" and to other societies will then apply also to the two classes of building societies respectively. The question as to deposits raised as to friendly societies (above, p. 15) will, of course, also apply to building societies.

Four disputes were decided by the Registrar under the provisions of section 34 of the Building Societies Act, 1874.

Creedy v. Bentinck Mutual Benefit Building Society; hearing, 7th January 1881; award, 12th January.

Exclusion of Member.-One of the rules of a building society was as follows: "If at a special meeting called by the directors for the purpose of considering the matter, it shall be resolved by a majority of not less than two-thirds of the members present and voting at such meeting that it is not for the welfare of the society that any member named shall continue to be a member of the society, he shall thereupon cease to be a member, and all claim and interest under his shares shall thenceforth absolutely cease, except that he shall be entitled to receive out of any funds of the society available for the purpose payment of a sum equal to the total amount of his past subscriptions upon the shares held by him at the date of the resolution, and in respect of which no appropriation shall have been made or shall have been earned by ballot, and such member so excluded shall not thenceforth again be directly or indirectly admitted to the benefits of the society. Provided always, that if any member shall consider himself unduly aggrieved by such resolution, the question of such grievance, and the mode of settlement of the same shall, without previous consideration by the board, as provided by rule 28, be referred by him to the Registrar of Building Societies, whose award shall be binding and conclusive on all parties, and final to all intents and purposes, and shall not be subject to appeal," &c. The 28th rule referred to disputes generally.

A member excluded under the above rule referred to the Registrar under the above rule, claiming to be reinstated. He based his claim on the ground of being unduly aggrieved, but failed to show that he had suffered any damage beyond what any other member similarly excluded might have done.

Award, that he was not entitled to be reinstated as a member of the society. Collings v. 105th Starr-Bowkett Building Society; hearing, 18th February 1881; award, 21st February.

Withdrawal. The rules of a building society provided that any member desiring to withdraw, should after giving three months' notice in writing to the secretary, receive back the whole amount of money which he should have paid in to the society (with the exception of all fines that might have been paid, and 13 s. per annum per share for working expenses) provided there should have been sufficient money paid on account of return of appropriations from the time of such notice having been given, from which fund alone withdrawals should be paid. . . . In the event of there not being sufficient funds in hand from return of appropriations at the time a notice of withdrawal expired, the sum withdrawable was to be paid as soon thereafter as a sufficient amount of the returns should have come in. . . . Members who had given notice of withdrawal, from the date of such notice, ceased to take any part in the affairs of the society.

Henry Collings was admitted a member in March 1866, and on the 1st October 1876 (having in the meanwhile duly paid all subscriptions and observed all the rules) gave notice of withdrawal in due form. At the expiration of three months he applied for payment to the secretary, and again repeatedly afterwards, but failed to obtain it. From the date of his notice he ceased to take part in the affairs of the society.

In March 1878 the secretary absconded, and it was discovered that he had embezzled a large sum of money belonging to the society, which thereupon resolved to wind up, paying 11 s. in the pound to the shareholders. Collings refused to accept this, claiming to be paid in full, minus a deduction for working expenses. The society disputed his claim, on the ground that it could not now be ascertained whether at the time the notice expired or at any time thereafter there were sufficient or any funds derived from repayments, and applicable to discharge the claim, as no separate account was kept of subscriptions and repayments; that he was not a preferential shareholder entitled to be paid in full, but was only entitled to be treated as the other shareholders, and to receive a proportion equal to the others in respect of his shares, the directors

having had no knowledge of his claim until the secretary absconded; and that he ought to have complained to the trustees of not getting payment from the secretary, and not have allowed so long a time to elapse.

Held, that the onus lay on the society to prove that there were not sufficient funds from return of appropriations; and that in the absence, through their own remissness, of evidence to that effect, the funds must be presumed to have been sufficient, and that there was no laches on Collings' part in not complaining, as he might reasonably suppose that payment was deferred till sufficient funds had come in, and being debarred from taking part in the affairs of the society through giving notice, he could have no means of knowing what the secretary did. Award; that Collings was entitled to be paid in full the sum standing to his credit in the books of the society on the 1st day of January 1877, being the time when his notice of withdrawal expired, less 1s. per annum per share for working expenses from the time of his becoming a member to the time of the expiry of his notice.

Swears v. Mayfair Mutual Benefit Building Society; hearing, 25th March 1881; award, 14 April 1881; re-hearing, 12th August; award 26th October.

Withdrawal by Infant.-The rules of a building society authorised the membership of minors, within the limits allowed by the Building Societies Act, 1874. A father took shares in the names of his five children, all minors. Finding, however, that there were inconveniences attached to their membership, he claimed on their behalf either to transfer their shares to himself or to withdraw them. The ages of the children at their last birthdays were respectively 12, 10, 9, 6, and 4. The society resisted the claim to transfer, on the ground that a transfer was not a "necessary acquittance" within the meaning of section 38 of the Building Societies Act, 1874, and that no deed for this purpose could be executed by a minor or any person on his behalf except by virtue of an order of the Court; and they resisted the claim to withdraw on the ground that a minor's receipt could not be a "necessary acquittance" unless the child were able to understand what he was doing, and that the children in this case were not of sufficient age to do so. They were, however, not unwilling to make a distinction in this respect between the elder and the younger children.

At the hearing all parties were represented by the same solicitor; the reference was virtually an amicable one, and it was not brought to the Registrar's notice that claims existed on the society under one of its rules, which, in the ordinary course of procedure, would delay the repayment of moneys withdrawn, and awards were made for payment of the amount of the shares to the infants at a given date.

On an application made to the Master of the Rolls, by order dated 14th June 1881, the award was remitted to the Registrar for reconsideration and determination.

At the re-hearing (the parties being now represented by separate solicitors) it was objected to the award on behalf of the society, that the time fixed for payment was earlier than the rules warranted, that the payment should have been made subject to certain deductions under the 18th rule of the society, and that it should have fixed more explicitly the method of payment. On the part of the father, as next friend, it was contended that the award was ultra vires in directing a payment, as the submission was only on the question of the right to transfer or to withdraw.*

The parties now refusing to come to an agreement, awards were made that the infant (in each case) was not capable of transferring the share or shares standing in his name in the books of the society, or of giving notice to withdraw the amount standing to his credit in the society, in respect of his share or shares, but was capable of giving an acquittance for the said moneys.

Clifford v. Rochester, Strood, and District 196th Starr-Bowkett Building Society; award, 19th October 1881.

Construction

This was virtually an objection to Form W., prescribed by the Regulations of the Secretary of State under the Building Societies Acts, conformably to which the award had been drawn up.