The Short Title of this Act shall be “The Industrial and Provident Societies Act, 1877.”

In this Act, if not inconsistent with the context, the following terms have the meanings hereinafter respectively assigned to them:—

“The Industrial and Provident Societies Act, 1867,” is repealed from the commencement of this Act; but this repeal, or anything herein contained, shall not affect the past operation of the said Act, or the force or operation, validity or invalidity, of anything done or suffered, or any bond or security given, right title obligation or liability accrued, contract entered into, or proceedings taken under the said Act, or under the rules of any society registered or certified thereunder, before the commencement of this Act.

Every incorporated society now subsisting whose rules have been registered or certified under the said Act shall be deemed to be a society registered under this Act, and its rules shall, so far as ’the same are not contrary to any express provision of this Act, continue in force until altered or rescinded under this Act.

The societies which may be registered under this Act are societies (herein called “industrial and provident societies”) for carrying on any labour, trade, or handicraft, whether wholesale or retail, including the buying or selling of land, but excepting the business of banking, of which societies no member other than a society registered under this Act shall have or claim an interest in the funds exceeding two hundred pounds sterling.

With respect to the registry of societies the following provisions shall have effect:—

No society can be registered under this Act which does not consist of seven persons at least.

For the purpose of registry, an application to register the society, signed by seven members and the secretary, and two written or printed copies of the rules, shall be sent to the Registrar.

No society shall be registered under a name identical with that under which any other existing society is registered, or so nearly resembling such name as to be likely, in the opinion of the Registrar, to deceive the members or the public as to its identity. And no society shall change its name without sanction of the Registrar or otherwise than is hereinafter provided.

The word “Limited” shall be the last word in the name of every society registered under this Act.

The Registrar, on being satisfied that a society has complied with the provisions as to registry under this Act, shall issue to such society an acknowledgment of registry.

If any Registrar refuse to register the society, or any rules, the society may appeal from such refusal to the Supreme Court, and the Judges of the said Court, or any three of them, of whom the Chief Justice shall be one, shall make rules or orders as to the form of appeals and the trying thereof and otherwise relating thereto.

If the refusal of registry be overruled on appeal, an acknowledgment of registry shall thereupon be given to the society by the Registrar.

The acknowledgment of registry shall be conclusive evidence that the society therein mentioned is duly registered, unless it be proved that the registry of the society has been suspended or cancelled.

With respect to the cancelling or suspension of registry, the following provisions shall have effect:—

The Registrar may cancel the registry of a society by writing under his hand—

The Registrar in any case in which he might, with the approval of the Governor, cancel the registry of a society, may suspend the same by writing under his hand for any term not exceeding three months, and may, with the approval of the Governor, renew such suspension from time to time for the like period.

Not less than two months’ previous notice in writing, specifying briefly the ground of any proposed cancelling or suspension of registry, shall be given by the Registrar to a society before the registry of the same can be cancelled (except at its request) or suspended; and notice of every cancelling or suspension shall be published in the Gazette and in some newspaper circulating in the city, town, or place in which the registered office of the society is situated, as soon as practicable after the same takes place.

A society may appeal from the cancelling of its registry, or (when the same has been suspended for two consecutive periods not exceeding six months in the whole) against any renewal of suspension, in manner herein provided for appeals from the Registrar’s refusal to register.

A society whose registry has been suspended or cancelled shall, from the time of such suspension or cancelling (but, if suspended, only while such suspension lasts, and subject also to the right of appeal hereby given), absolutely cease to enjoy as such the privileges of a registered society, but without prejudice to any liability actually incurred by such society, which may be enforced against the same as if such suspension or cancelling had not taken place.

With respect to the rules of societies the following provisions shall have effect:—

The rules of every society sent for registry shall contain provisions in respect of the several matters mentioned in the First Schedule to this Act.

No amendment of a rule made by a registered society shall be valid until the same has been registered under this Act, for which purpose copies of the same, signed by three members and the secretary, shall be sent to the Registrar.

The provision herein contained as to appeals from a refusal of registry shall apply to amendments of rules.

The Registrar shall, on being satisfied that any amendment of a rule is not contrary to the provisions of this Act, issue to the society an acknowledgment of registry of the same, which shall be conclusive evidence that the same is duly registered.

A copy of the rules of a registered society shall be delivered by the society to every person, on demand, on payment of a sum not exceeding one shilling.

If any person, with intent to mislead or defraud, gives to any other person a copy of any rules, laws, regulations, or other documents, other than rules for the time being registered under this Act, on the pretence that the same are existing rules of a registered society, or that there are no other rules of such society, or gives to any person a copy of any rules on the pretence that such rules are the rules of a registered society when the society is not registered, the person so offending shall be deemed guilty of misdemeanour.

With respect to the duties and obligations of registered societies, the following provisions shall have effect:—

Every society shall—

Registered office.

Publication of name.

Audit.

Annual returns.

Inspection of books.

Supplying copies of annual returns.

Balance-sheet, &c., to be hung up at office.

It shall be an offence under this Act if any registered society—

Every offence by a society under this Act shall be deemed to have been also committed by every officer of the same bound by the rules thereof to fulfil the duty whereof such offence is a breach, or, if there be no such officer, then by every member of the committee of the same, unless such member be proved to have been ignorant of or to have attempted to prevent the commission of such offence; and every act or default under this Act constituting an offence, if continued, shall constitute a new offence in every week during which the same continues.

Every return and other document required for the purpose of this Act shall be made in such form and shall contain such particulars as the Registrar prescribes.

All documents by this section required to be sent to the Registrar shall be deposited with the rules of the society to which the same respectively relate, and shall be registered, or recorded by the Registrar, with such observations thereon, if any, as the Registrar shall direct.

Registered societies shall be entitled to the following privileges:—

The registration of a society shall render it a body corporate by the name described in the acknowledgment of the registry, by which it may sue and be sued, with perpetual succession and a common seal, and with limited liability, and shall vest in the society all property for the time being vested in any person in trust for the society; and all legal proceedings pending by or against the trustees of any such society may be prosecuted by or against the society in its registered name without abatement.

The rules of the society shall bind the society and all members thereof, and all persons claiming through them respectively, to the same extent as if each member had subscribed his name and set his seal thereto and there were contained in such rules a covenant on the part of himself, his heirs, executors, and administrators to conform thereto, subject to the provisions of this Act: Provided that a society registered at the time when this Act comes into operation, or the members thereof, may respectively exercise any power given by this Act and not made to depend on the provisions of its rules, notwithstanding any provision contained in any rule thereof certified before this Act was passed.

Stamp duty shall not be chargeable upon any of the following documents:—

All moneys payable by a member to the society shall be a debt due from such member to the society, and recoverable as such either in the Resident Magistrate’s Court of the district in which the registered office of the society is situate or that of the district in which such member resides, at the option of the society.

A member of a society, not being under the age of sixteen years, may, by writing under his hand delivered at or sent to the registered office of the society, nominate any person not being an officer or servant of the society, unless such officer or servant is the husband, wife, father, mother, child, brother, sister, nephew, or niece of the nominator, to whom his shares in the society shall be transferred at his decease: Provided that the amount credited to him in the books of the society does not exceed fifty pounds, and may from time to time revoke or vary such nomination by a writing under his hand similarly delivered or sent, but not otherwise; and every such society shall keep a book wherein the names of all persons so nominated shall be regularly entered, and the shares comprised in such nomination shall be transferable to the nominee although the rules of the society declare its shares to be generally not transferable; and, on receiving satisfactory proof of the death of a nominator, the committee of the society shall either transfer the shares in manner directed on such nomination, or pay to every person entitled thereunder the full value of his interest, at their option, unless the shares if transferred, to any such nominee would raise his interest in the society to an amount exceeding two hundred pounds sterling, in which case they shall pay him the full value of such shares not exceeding the sum aforesaid.

If any member of a society entitled to an interest in the society not exceeding fifty pounds dies intestate and without having made any nomination under this Act which remains unrevoked at his death, such interest shall be transferable or payable, without letters of administration, to or among the persons who appear to a majority of the committee, upon such evidence as they may deem satisfactory, to be entitled by law to receive the same.

Whenever the committee, after the decease of any member, make any payment or transfer to any person who at the time appears to them to be entitled under this section, the payment or transfer shall be valid and effectual against any demand made upon the committee or the society by any other person.

When any person in whose name any funds, debentures, securities, or moneys belonging to such society are standing or vested, either jointly with another or others, or solely as a trustee therefor, is absent from New Zealand, or becomes bankrupt, or files any petition, or executes any deed for liquidation of his affairs by assignment or arrangement, or for composition with his creditors, or whose estate is liquidated under any Act for the relief of debtors, or becomes a lunatic, or is convicted of felony, or is dead, or has been removed from his office of trustee, or if it be unknown whether such person is living or dead, the Registrar, on application in writing from the secretary and three members of the society, and on proof satisfactory to him, may direct the transfer of such funds, debentures, securities, or moneys to the society or into the names of any other persons appointed by the society as trustees, and such transfer shall be made by the surviving or continuing trustees; and if there be no such trustees, or if such trustees refuse or be unable to make such transfer, the Registrar may direct that where such funds, debentures, securities, or moneys—

The Colonial Treasurer and every such bank and banking corporation, and all corporations, companies, and persons, and their officers and servants respectively, are hereby indemnified from anything done by him or them or any of his or their officers in pursuance of the provisions of clause eight of this section against any claim or demand of any person injuriously affected thereby.

A person under the age of twenty-one, but above the age of sixteen, may be a member of a society, unless provision be made in the rules of the society to the contrary, and may, subject to the rules of the society, enjoy all the rights of a member (except as herein provided), and execute all instruments and give all acquittances necessary to be executed or given under the rules, but shall not be a· member of the committee of management, trustee, manager, or treasurer of the society.

A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any society if made, accepted, or indorsed in the name of the society, or by or on behalf or on account of the society by any person acting under the authority of the society.

Any register or list of members or shares kept by any society shall be primâ facie evidence of any of the following particulars entered therein:—

Contracts on behalf of the society may be made, varied, or discharged as follows:—

And all contracts which may be or have been made, varied, or discharged according to the provisions herein contained, shall, so far as concerns the form thereof, be effectual in law and binding on the society and all other parties thereto, their heirs, executors, or administrators, as the case may be.

With respect to the property and funds of registered societies, the following provisions shall have effect:

A society may (if its rules do not direct otherwise) invest the funds of such society or any part thereof, to any amount, in any of the following ways:—

Holding of land.

The rules may provide for the advancing of money by the society to members on the security of real or personal property.

A society may, if its rules so allow, invest any part of its capital in the shares or on the security of any other society registered under this Act or under the Building Societies Acts, or of any company registered under the Joint Stock Companies Acts, or incorporated by Act of the General Assembly of New Zealand, or by charter, provided that no such investment be made in the shares of any society or company other than one with limited liability; and a society so investing may make such investment in its registered name, and shall be deemed to be a person within the meaning of the Joint Stock Companies Acts and the Building Societies Acts; and any investment made before the passing of this Act which would have been valid if this Act had been then in force, is hereby made valid and confirmed.

Any other body corporate may, if its regulations permit, hold shares by its corporate name in a society.

In the rules or any schedules thereto may be set forth the forms of conveyance, surrender, mortgage, transfer, agreement, bond, or other instrument necessary for carrying the purposes of the society into effect.

The profits of the society may be applied to any lawful purpose.

A receipt under the hands of the three members of the committee, countersigned by the secretary, in the Form (2) contained in the Second Schedule to this Act, or in any form specified by the rules of the society or any schedule thereto, for all moneys secured to the society by any mortgage or other assurance, shall vacate the same, and vest the property therein comprised in the persons entitled to the equity of redemption of the same without reconveyance or resurrender.

Every society shall forward from time to time to the District Land Registrar of any district to which its operations extend a return setting forth the names of every member of the committee of management and secretary; and also notice in writing of the death, resignation, or removal of existing, and the appointment of new, members and secretary respectively; also a copy of the rules and of every amendment thereof. Every such return and notice shall be accompanied by a statutory declaration made by the secretary or a member of the committee of management stating that the declarant is the secretary or a member of the committee of management, and verifying the statement contained in such return or notice. When any instrument shall be presented for registration affecting the land included in any mortgage or incumbrance registered under “The Land Transfer Act, 1870,” and shall purport to be signed by four persons, three of whom shall appear to the District Land Registrar to be members of the committee of management and the other the secretary of the society at the time of the execution of such instrument, he shall register the same, and no person claiming under any such instrument shall be affected by notice, direct or constructive, that the persons signing the same were not such members or secretary respectively, nor that such instrument was executed in contravention of the rules of the society or the terms of the mortgage or incumbrance, and no claim on the assurance fund shall arise from the fact that such persons were not members of the committee of management or secretary respectively.

If any person obtains possession by false representation or imposition of any property of a society, or, having the same in his possession, withholds or misapplies the same, or wilfully applies any part thereof to purposes other than those expressed or directed in the rules of the society and authorized by this Act, be shall, on the complaint of the society, or of any member authorized by the society, or committee of management of the same, or of the Registrar, be liable, on summary conviction, to a penalty not exceeding fifty pounds, and costs, and to be ordered to deliver up all such property or to repay all moneys applied improperly, and in default of such delivery or repayment, or of the payment of such penalty and costs aforesaid, to be imprisoned with or without hard labour for any term not exceeding six months; but nothing herein contained prevents any such person from being proceeded against by way of indictment if not previously convicted of the same offence under the provisions of this Act.

With respect to officers of registered societies having receipt or charge of money, the following provisions shall have effect:—

Every officer, if the rules of the society shall require, shall, before taking upon himself the execution of his office, become bound with one sufficient surety at the least in a bond in the Form (1) contained in the Second Schedule to this Act, or give the security of a guarantee society, in such sum as the society directs, conditioned for his rendering a just and true account of all moneys received and paid by him on account of the society at such times as its rules appoint, or as the society, or committee of management thereof, require him to do so, and for the payment by him of all sums due from him to the society.

Every officer, his executors or administrators, shall, at such times as by the rules of the society be should, render account, or, upon demand made or notice in writing given or left at his last or usual place of residence, give in his account, as may be required by the society or committee of management of the society, to be examined and allowed or disallowed by them, and shall, on the like demand or notice, pay over all moneys and deliver all property for the time being in his hands or custody to such person as the society or the committee of management appoint; and in case of any neglect or refusal to deliver such account, or to pay over such moneys, or to deliver such property in manner aforesaid, the society may sue upon the bond or security before mentioned, or may apply to the Resident Magistrate’s Court of the district in which the registered office of the society is situated, and the order of such Court shall be final and conclusive.

With respect to disputes concerning registered societies, the following provisions shall have effect:—

Every dispute between a member, or person claiming through a member or under the rules of a registered society, and the society or an officer thereof, shall be decided in manner directed by the rules of the society, if they contain any such directions, and the decision so made shall be binding and conclusive on all parties without appeal, and shall not be removable into any Court of law, or restrainable by injunction; and application for the enforcement thereof may be made to a Resident Magistrate’s Court: Provided as follows: —

May be referred to Registrar.

Registrar may administer oaths, &c.

Reference to Justices to be determined by a Resident Magistrate’s Court.

Case for opinion of Supreme Court.

With respect to the inspection of the affairs of registered societies, the following provisions shall have effect:—

Upon the application of one-fifth of the whole number of members of a registered society, or of one hundred members in the case of a society of one thousand members and not exceeding ten thousand, or of five hundred members in the case of a society of more than ten thousand members, the Registrar, but with the consent of the Governor, may—

Appoint one or more inspectors to examine into the affairs of such society and to report thereon, who may require the production of all or any of the books and documents of the society and may examine on oath its officers, members, agents, and servants, in relation to its business, and may administer such oath accordingly:

Call a special meeting of the society, in such manner and at such time and place as the Registrar may direct, and may direct what matters shall be discussed and determined on at such meeting, which shall have all the powers of a meeting called according to the rules of the society, and shall in all cases have power to appoint its own chairman, any rule of the society to the contrary notwithstanding.

Provided that—

Application to be supported by evidence.

Security for costs.

Expenses.

With respect to special resolutions by registered societies, and to the proceedings which may be taken by virtue thereof, the following provisions shall have effect:—

A special resolution is one which is passed by a majority of not less than three-fourths of such members of a society for the time being entitled under the rules to vote as may be present in person or by proxy (where the rules allow proxies) at any general meeting of which notice, specifying the intention to propose such resolution, has been duly given according to the rules, and which resolution is confirmed by a majority of such members for the time being entitled under the rules to vote as may be present in person or by proxy at a subsequent general meeting, of which notice has been duly given, held not less than fourteen days nor more than one month from the day of the meeting at which such resolution was first passed. At any meeting mentioned in this section a declaration by the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact.

A society may, by special resolution, with the approval in writing of the Registrar, change its name; but no such change shall affect any right or obligation of the society, or of any member thereof, and any pending legal proceedings may be continued by or against the society, or any other officer who may sue or be sued on behalf of such society, notwithstanding its new name.

Any two or more societies may, by special resolution of both or all such societies, become amalgamated together as one society, with or without any dissolution or division of the funds of such societies or either of them; and any society may, by special resolution, transfer its engagements to any other registered society which may undertake to fulfil the engagements of such society.

A society may, by special resolution, determine to convert itself into a company under " The Joint Stock Companies Act, 1860,” or to amalgamate with or transfer its engagements to any such company.

No amalgamation or transfer of engagements shall prejudice any right of a creditor of either or any society party thereto.

A copy of every special resolution for any of the purposes mentioned in this section, signed by the chairman of the meeting and countersigned by the secretary, shall be sent to the Registrar, and be registered by him, and until such copy is so registered such special resolution shall not take effect.

If a special resolution for converting a society into a company contains the particulars by “The Joint Stock Companies Act, 1860,” required to be contained in the memorandum of association of a company, and a copy thereof has been registered at the office of the Registrar, a copy of such resolution under the seal or stamp of the Registrar shall have the same effect as a memorandum of association duly signed and attested under the said Act.

If a society be registered as, or amalgamates with, or transfers all its engagements to a company, the registry of such society under this Act thereupon becomes void, and the same shall be cancelled by the Registrar; but the registration of a society as a company shall not affect any right or claim for the time being subsisting against such society, or any penalty for the time being incurred by such society; and for the purpose of enforcing any such right, claim, or penalty the society may be sued and proceeded against in the same manner as if it had not become registered as a company; and every such right or claim, or the liability to such penalty, has priority as against the property of such company over all other rights or claims against, or liabilities of, such company.

With respect to the dissolution of registered societies, the following provisions shall have effect:—

A society may be dissolved by an order to wind up the society, or a resolution for the winding up thereof, made as is directed in regard to companies by “The Joint Stock Companies Act, 1860,” the provisions whereof shall apply to any such order or resolution, except that the Court having jurisdiction in the winding up shall be the Resident Magistrate’s Court; or by the consent of three-fourths of the members, testified by their signatures to an instrument of dissolution.

Where a society is wound up, the liability of a present or past member of the society to contribute for payment of the debts and liabilities of the society, the expenses of winding up, and the adjustment of the rights of contributories amongst themselves, shall be qualified as follows:—

Where a society is terminated by an instrument of dissolution, the following provisions shall apply:—

Contents of instrument of dissolution.

Alterations.

Statutory declaration.

Registry of instrument of dissolution.

Notice of dissolution.

Notice of proceedings to set aside a dissolution.

With respect to penalties under this Act, the following provisions shall have effect:—

If any person wilfully makes, orders, or allows to be made any entry or erasure in or omission from any balance sheet of a registered society, or any contribution or collecting book, or any return or document required to be sent, produced, or delivered for the purposes of this Act, with intent to falsify the same or to evade any of the provisions of this Act, he shall be liable to a penalty not exceeding fifty pounds, recoverable at the suit of the Registrar or of any person aggrieved.

If any officer of the society, or any person on its behalf, uses any seal purporting to be a seal of the society whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement, or other official publication of the society, or signs or authorizes to be signed on behalf of the society any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or issues or authorizes to be issued any bills of parcels, invoice, receipt, or letters of credit of the society, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the society.

Every society, officer, or member of a society, or other person guilty of an offence under this Act, for which no penalty is expressly provided herein, is liable to a penalty of not less than one pound and not more than five pounds, recoverable at the suit of the Registrar or of any person aggrieved.

All penalties imposed by this Act, or to be imposed by any regulations under the same, or by the rules of a registered society, are recoverable in a summary way before any Resident Magistrate or two or more Justices of the Peace.

With respect to offences and penalties thereon made, the following provisions shall have effect:—

All offences and penalties under this Act may be prosecuted and recovered in the manner directed by “The Justices of the Peace Act, 1866,” or any Acts amending the same, as respects a prosecution against a society or its officers, in the place where the registered office of the society is, or where the offence has been committed; or, as respects any prosecution against any person other than a society or its officers, in the place where such person is resident at the time of the institution of such prosecution, or where the offence has been committed.

In any information or complaint under this Act, it is sufficient to describe the offence in the words of this Act, and no exception, exemption, proviso, excuse, or qualification accompanying the description of the offence in this Act need be specified or negatived.

Every application authorized or required to be made to a Resident Magistrate’s Court for the settlement of disputes, or for any relief, direction, adjudication, or order, shall be made to such Court in a summary way. Every Resident Magistrate’s Court shall have power to entertain such application, and give such relief, and make such orders and directions in relation to the matter of such application as the case may require.

When the order of a Resident Magistrate’s Court shall be for the payment of money, the same may be enforced in the same manner as the ordinary judgments or orders of such Court are enforced.

Where the order of such Court shall be for the doing of some act not being the payment of money, the Court may order the party to do such act, and that, in default of his doing it, he shall pay a certain sum of money; and, in case be refuse to do the act required upon demand, the sum of money mentioned in the order may then be recovered and enforced in the same manner as a judgment or order for debt or damages in such Court.

The Governor may from time to time appoint fit and proper persons to be public auditors for the purposes of this Act, and may determine from time to time the rate of remuneration to be paid by societies for the services of such auditors, but the employment of such auditors is not compulsory on any society.

The Governor may from time to time determine a scale of fees to be paid for matters to be transacted or for the inspection of documents under this Act; but no fee shall be payable on the registry of any industrial and provident society or of any amendment of the rules of the same.

All fees which may be received by any Registrar under or by virtue of this Act shall be paid into the consolidated revenue of the colony.

The Colonial Treasurer shall, out of money to be provided by the General Assembly, pay such sums of money for defraying the expenses of carrying this Act into execution, whether as a salary or remuneration to the Registrar, or as salaries or remuneration for actuaries, accountants, clerks, servants, and inspectors, computation of tables, publication of documents, diffusion of information, expenses of prosecutions, travelling expenses, and other allowances of the Registrar, and all other expenses which may be incurred for carrying out the purposes of this Act, and may also pay to any auditors to be appointed under this Act such remuneration (if any) as the Colonial Treasurer shall from time to time allow.

The Governor may from time to time make regulations respecting registry and procedure under this Act, and the seal and forms to be used for such registry, and the duties and functions of the Registrar, and the inspection of documents kept by the Registrar under this Act, and generally for carrying this Act into effect. All regulations shall be laid before both Houses of the General Assembly within ten days after the approval thereof if the General Assembly is then sitting, or if not then sitting, then within ten days from the next assembling of the General Assembly.

Every instrument or document, copy or extract of an instrument or document, bearing the seal or stamp of the Registrar, shall be received in evidence without further proof; and every document purporting to be signed by the Registrar, or any inspector or public auditor under this Act, shall, in the absence of any evidence to the contrary, be received in evidence without proof of the signature.

Subsection six of section nine of “The Friendly Societies Act, 1877,” relating to the duties of the Registrar, shall, so far as the same is applicable to industrial and provident societies, be incorporated with this Act.

The Revising Barristers for the time being appointed under “The Building Societies Act, 1876,” shall be the Revising Barristers under this Act, and shall peruse the rules and alterations and amendments of rules under this Act. Subsections six and seven of section ten, and subsection five of section twelve, of “The Friendly Societies Act, 1877,” shall be read as part of this Act,