such property it shall be stated to be the property of the person or persons for the time being holding the office of trustee in his or their proper name or names as trustees of such society without any further description.

Trustees to bring and defend Actions. Sec. 19.-The trustees of any society may bring or defend any action suit or prosecution concerning the property right or claim to property of the society. And such trustees may in all cases concerning the real or personal property sue and be sued in their proper names as trustees of such society without other description. No such action suit or prosecution shall be discontinued, or abate, by the death of, or the removal from office of a trustee, but may be proceeded in by or against the succeeding trustees as if such death or removal had not taken place; and they shall pay or receive the like costs as if the action or suit or prosecution had been commenced in his or their name or names for the benefit of, or to be reimbursed from, the funds of such society.

Death, incapacity, or removal of Trustee. Sec. 36.-Whenever it shall happen that any person being or having been a trustee of any society in whose name any part of the several stocks, annuities, and funds, belonging to any society, transferable at the Bank of England or Ireland, or in the books of the governor and company of the Bank of England or Ireland, or in any Savings' Bank, is or shall be standing, and shall be out of England, or Ireland, or Scotland, respectively; or shall have been removed from his office of trustee ; or shall be a bankrupt, insolvent, or lunatic; or it shall be unknown whether he is living or dead; the Registrar may, after receiving an application in writing from the secretary and three members, and upon proof satisfactory to auch Registrar, direct the Accountant-General, or other proper officer for the time being, of the said governor and company of the Bank of England, or Ireland, or of any Savings' Bank, to transfer in the books of the said company, or of the said Savings' Bank, such stocks, annuities, or funds, standing as aforesaid, into the name of the trustee who shall be newly appointed, and to pay to him the dividends thereof; and if one of two or more trustees shall die, or be removed from office, or become bankrupt, or insolvent, the Registrar may, on the like application, direct that the other or others of the trustees shall transfer such stocks, annuities, or funds, into the name of such person as may have been appointed in his stead, jointly with the continuing trustee or trustees.

Removing Trustees, where rules contain no provision. Sec. 41.-All applications for the removal of any trustee shall be made in England, to the County Court of the district within which the usual or principal place of business of the society is situate; in Scotland, to the Sheriff's Court; and, in Ireland, to the Assistant Barrister; if the Society's rules do not prescribe any other mode. Liability of Trustees. Sec. 20.-No trustee or trustees of any society shall be liable to make good any deficiency which may arise or happen in the funds, but only for the monies actually received by him on account of such society.

Treasurer's Bond. Sec. 21.-The treasurer's bond shall be given to the trustees of the society for the time being, and if the same shall at any time become forfeited, the trustee or trustees for the time being, may sue upon such bond for the use of the society.

Treasurer, &c., to account. Sec. 22.-Every treasurer or other officer, at such times as by the rules of the society he should render an account, or upon being required so to do by the trustees, or by a majority of the committee of management, or by a majority of the members present at a meeting, within seven days after such requisition, shall render to the trustee, or committee, or members, a true account of all monies received and paid by him since he last rendered the like account, and of the balance then remaining in his hands; and of all bonds, or securities of such society, which account the trustees, or committee, shall cause to be audited by some fit and proper person or persons,

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by them to be appointed. Such treasurer, if required, upon the said account being audited, shall forthwith hand over to the trustees the balance which on such audit shall be due from him, and also all securities and effects, books, papers, and property, of the society in his hands or custody. If he fail to do so, the trustees may sue upon the bond, or sue such treasurer in the County Court of the district, or the courts of common law, or any other court having jurisdiction, for the balance due from him upon the account last rendered by him, and for all monies since received by him on account of the society, and for the securities and effects, books, papers, and property in his hands or custody, leaving him to set off the sums, if any, he may have since paid, and in such action the trustees shall be entitled to recover their full costs of suit. Investment of Funds. Sec. 32.-The trustees of every society shall, from time to time, with the consent of the committee of management of such society, or of a majority of the members of such society present at a general or special meeting thereof, or in accordance with the rules of such society, invest the funds of such society, or any part thereof, to any amount, in any Savings Bank, or in the Public Funds, or with the Commissioners for the Reduction of the National Debt, or in such other securities as the rule of such society may direct, not being the purchase of house or land (save and except the purchase of buildings, wherein to hold the meetings or transact the business of such society, as hereinafter mentioned), and not being the purchase of shares in any joint stock company, or other company, with or without charter of incorporation, and not being personal security, except in the case of a member of one full year's standing at least, and in respect of a sum not exceeding one half the amount of his assurance on life; such member providing the written security of himself and two satisfactory sureties for repayment, and in case of such member's death before repayment, the amount of such advance, with interest, may be deducted from the sum so assured.

Purchase, &c., of Buildings. Sec. 16.-Trustees may, with the consent of a majority of the members present at a special or general meeting of the society, purchase, build, hire, or take upon lease any building for the purpose of holding the meetings, and to adapt and furnish the same; and to purchase, or hold on lease, any land, not exceeding one acre, for the purpose of erecting a building for holding the meetings, and the trustees shall thereupon hold the same in trust for the society; and, with the like consent, the trustees may mortgage, sell, exchange, or let such building, or any part thereof. Any building purchased or appropriated for the purpose aforesaid, (before the passing of the Act, it is also enacted) may be holden and dealt with as if it had been acquired under this Act; and the land or buildings vested in the treasurer, trustee, or other officer, shall thereupon vest in the trustees for the time being of the society, without any conveyance or assignment whatever. But all money spent in purchasing, building, hiring, or taking upon lease, any building for the purpose of holding such meetings, and in adapting and furnishing the same, must be raised according to the rules of the society.

Paying money on death of a child. Sec. 10. (amended by the Act of 1858.) No trustee or officer of any society, upon an insurance of a sum payable on the death of a child, under ten years of age, shall knowingly pay a sum which shall raise the whole amount receivable from one or more than one society for the funeral expenses of a child under the age of five years to a sum exceeding £6; or of a child between five and ten years of age, to a sum exceeding £10; nor without the production of a medical certificate of the cause of death, and endorsing the amount upon the certificate. The making such payment otherwise than as aforesaid, subjects the trustee or officer to a penalty not exoeeding £5 for every offence.

Subscribing to Hospital, &e. Sec. 39.-Trustees of any society may out of

the funds thereof subscribe to any hospital, infirmary, charitable, or other provident institution, such annual, or other sum, as may be agreed upon by the committee of management, or by a majority of the members at a meeting called for that purpose, in consideration of any member, his wife, child, or other person nominated, being eligible to receive the benefits of such hospital, or other institution, according to the rules thereof.

Dissolution of Society. Sec. 13.-An agreement for dissolving a Society duly made, signed, and deposited with the Registrar, “shall thereupon be an effectual discharge at law and in equity to the trustees, treasurers, and other officers; and operate as a release from all the members of the society to such trustees, treasurers, and other officers." In the event of the dissolution or determination of any society, or the division or appropriation of the funda thereof, except in the way provided by the Friendly Societies Acts, any trustee, or other officer, or person, aiding and abetting therein, shall, on conviction thereof by two justices, be committed to the common gaol, there to be kept to hard labour for any term not exceeding three calendar months.

Amalgamation of Societies. Sec. 14-A society may transfer its engage ments to any other, if such other undertake to fulfil the engagements, upon such terms as shall be agreed upon by the major part of the trustees, and the committee of management of both societies, or the majority of the members of each society, at a general meeting convened for the purpose.

Annual and Quinquennial Returns. Sec. 45.-The trustees of societies, or the officers thereof appointed to prepare returns, shall, once in every year, in the months of January, February, or March, transmit to the Registrar general statement of the funds and effects of such society during the past twelve months, or a copy of the last annual report of such society; and, also, within three months after the month of December, 1855; and so again within three months after every five years succeeding, transmit to the Registrar a return of the rate or amount of sickness and mortality experienced by such society within the preceding five years, in such form as shall be prepared by the said Registrar, and an abstract shall be laid before parliament.

Trustees to disclose secrets. Sec. 12. The trustees or other officers of any society, when required, under the hands of two of Her Majesty's Justices of the Peace, shall give full information to such Justices, of the nature, objects, proceeding, and practices of such society; and in default thereof the provisions of the Acts, 39, Geo. III., c. 79,* and 57, Geo. III., c. 19,† and 14 and 15, Vic., c. 48, relating to unlawful oaths in Ireland, shall be in force in res pect of such society.

This is the statute law, and quite enough for trustees to remember.

In December, 1858, (see April Quarterly Report for 1859, page 14, &c.,) the G.M. and Board of Directors considered it advisable to obtain the opinion of counsel upon the duties and liabilities of trustees; and, accordingly, Mr. John Rolt, an eminent Queen's Counsel of the Court of Chancery, and Sir William Atherton, the present Solicitor-General, were consulted.

The first question put to them was this:-"If the trustees of a branch society, (lodge or district,) either in pursuance of rules, or by direction of a majority of the members especially convened, invest their funds contrary to the provisions of the Acts 13 and 14 Vic., cap. 115, and 18 and 19 Vic., cap. 63; that is, in the hands of private or joint stock banks, at interest in building

"For the more effectual suppression of societies established for seditious and treasonable purposes, and for better preventing treasonable and seditious practices."

"For the more effectual prevention of seditious meetings and assemblies."

Both Acts relate to unlawful combinations and confederacies, and contain many stringent provisions and penalties for their punishment, summarily and by indictment. These are the Acts referred to at pages 99, 132, and 260, of the present volume.-ED.

societies, or in the purchase of railway or other shares, and such banks suspend payment; or should any loss arise by the sale or transfer of such shares; would the trustees be held personally liable for such loss, and be compelled to make good any deficiency which might arise through such investment or sale?" To which the answer was :-" We are of opinion that the trustees of a general or branch society, registered as the Manchester Unity Friendly Society, is under the firet-named Act: who should invest the Society's Funds contrary to the provisions of that Act, and of the second Act, would be held personally liable for any consequent loss, notwithstanding any rule of the Society, or direction of members sanctioning such investment. The trustee would, however, in our opinion, be safe as against such particular adult and competent members as should have instigated or actually consented to the investment. No rule of the Society, or direction of its members, can contravene the express provision of the Act of Parliament.”

The second question was:-" And if a breach of trust has been thereby committed, would trustees of a society, who have been only recently appointed, in like manner be held liable in case of loss, where the funds were invested before the passing of the first-named Act, but where the rules have since been certified by the Registrar, pursuant to that Act, and which rules contain no directions to trustees as to the mode of investment?" The answer being :"We think that in the case put, the recently appointed Trustees would not be liable for losses consequent on investments of funds made before the Society became (technically) a Friendly Society, through registration under the first Act, the language of the investment sections, in both Acts, being prospective. At the same time, we should recommend the new trustees, in such case, as a matter of prudence, to endeavour to obtain the consent of the Society to a change of the investment, the new, or substitued investment, being in conformity with the last-named Act."

The third question raised was :-"Could not rules of branch lodges or districts, authorising investments prohibited by the last Act, being in contravention to that Act, and also incon-istent with General Law, (No. 1, sec. 4, 5,) if certified by the Registrar, be questioned, although section 26 enacts that rules so certified shall be binding on the members of the Society; and would the Act of Parliament be held to over-ride the Registrar's Certificate?" To which Counsel answer:-" We are of opinion that rules authorizing investments prohibited by the Act, although certified by the Registrar, might be successfully questioned. The legality or illegality of a rule is apparent on the face of the rule; and is, therefore, independent of the Registrar's certificate." The fourth question asked was:-" If Counsel is of opinion that a Court of Equity would not, under the circumstances mentioned in queries 1 and 2, hold trustees responsible, would they not be held liable in case of loss, if the funds were so invested on their own responsibility; that is, when no specific direction is given (except that pointed out by sec. 32 of the Act, or the General Laws), either by the members, as to the mode of investment, or by the certificated rules of the branch society?" And the answer was :-" Thinking that a Court of Equity would, under the circumstances mentioned in query 1, hold trustees responsible, we are of opinion that à multo fortiori (much more therefore) trustees would be liable under the circumstances supposed in the fourth query."

The fifth question proceeded :-" Assuming that Counsel is of opinion that trustees have, although unconsciously, made improper investments, whether by direction of the members, or in accordance with the rules of the society, and thereby been guilty of a breach of trust, what steps would counsel advise the societies to take, as the ordinary release cannot of course be obtained where the cestui que trusts are so numerous, to absolve the trustees from the

consequences of the breaches of trust?" And Counsel answer :-"We advise trustees in the case supposed, to take the earliest opportunity of putting an end to the former and objectionable investments, and of replacing them by investments according to the letter of the statutes. Trustees acting thus, on advice given, and having acted throughout bonâ fide (in good faith), would have little to apprehend, even from those who had not sanctioned their earlier acts. From participators in, or advisers of, those acts, of course, nothing."

The sixth and last question put was :-"Are registered societies authorized by the 32nd and 33rd sections of the Act to invest their accumulated funds upon mortgage of freehold, copyhold, or leasehold (for lives) property; or upon debentures, mortgages, or securities of any company, incorporated by Charter or Act of Parliament, and paying a dividend on or upon the security of any County, Borough, or other rates, authorized to be levied and mortgaged by Act of Parliament?" To which the following important answer was given :-"Registered societies are authorized by section 32, to invest their funds in any security directed by the rules of the society, with certain exceptions specified in the section itself; and we are of opinion, that these excep tions do not embrace investments upon any kind of mortgage, whether with individuals or companies, or the mortgage of Borough, or other rates, authorized by statute to be raised and mortgaged. The debentures, and other securities of incorporated companies paying dividends, to which the sixth query refers,* would be illegal methods of investment, if they amounted to mere 'personal security,' which, we are of opinion, is all they would amount to, if they comprised the undertaking only of the companies for repayment. Any accompanying mortgage pledge, or the like, would make all the difference, and render the security perfectly legal.

It will be remarked that although the learned gentlemen do not consider the Act embraces investments upon any kind of mortgage, yet they approve, as has been shown a court of equity would do, mortgages upon real security. Enough has been said to make trustees and members aware that, in reference to investments, a weighty responsibility attaches, and great care and attention is required to keep in the right path. Societies generally are much mistaken in aiming to do important business without legal advice and assistance; and we would counsel them rather to incur expenses in obtaining such advice, than run the risk of losing their funds, or causing unnecessary trouble and anxiety to those who generously undertake the office of trustee. —LIBRA.

The rule commonly certified by the Registrar, with reference to investment of funds, under the 32nd section, is this:-So much of the funds of this lodge as may not be wanted for immediate use, or to meet the usual accruing liabilities, shall be invested by the trustees in such of the following ways as a majority of the members may decide at a summoned committee, viz., in a Savings Bank, or in the Public Funds, or with the commissioners for the reduction of the National Debt, or upon Government or Real Securities in Great Britain or Ireland, or upon debentures, mortgages, or securities of any company incorporated by Charter or Act of Parliament and paying a dividend, or on or upon the security of any County, Borough, or other rates authorized to be levied and mortgaged by Act of Parliament; or with a Free Member, any sum not exceeding one-half the amount of his assurance on life; such member providing the written security of himself and two satisfactory sureties for repayment; and, in case of such member's death before repayment, the amount of such advance, with interest, may be deducted from the sum so assured, without prejudice in the meantime to the operation of such security.”—ED.