Other formats

    Adobe Portable Document Format file (facsimile images)   TEI XML file   ePub eBook file  


    mail icontwitter iconBlogspot iconrss icon

The Pamphlet Collection of Sir Robert Stout: Volume 7


page 51


I. Every person, on applying for admission as a member

Admission of Members.

of the Society, shall make such declarations, and furnish such information and evidence in regard to the application as the Directors may require. And it shall be in the power of the Directors to accept or reject any such application as they may think fit.
II. A policy of assurance, containing the terms of the

Issue of Policies to Members and effect thereof.

contract, and the obligations of the parties thereto subscribed by three of the Directors, or by three Directors of a Local Board, and countersigned by the Secretary or a Resident Secretary, shall be delivered to each member on admission, on payment of the first contribution; and by acceptance of such policy the member shall be bound by the Bye-laws, Rules and Regulations of the Society, and be entitled to a copy of these bye-laws, and to demand at any future time, while still a member, a copy of every new bye-law.
III. The division of the Society's business into Branches

Discontinuance of separate Branches.

shall be discontinued, and the Assurance, Annuity and Endowment Branches hitherto existing are hereby amalgamated.
IV. The Board may upon application to that effect, issue

Policies without Profits.

policies not to participate in profits on such tables or rates as the Board may determine. All Endowment and Annuity policies hereafter to be granted shall be issued as non-participating.
page 52

Directors and Management.

V. The General Management of the Society (subject to the provisions contained in the Act of Incorporation and in these bye-laws) shall be vested in a Board of six Directors, each of whom shall be a member of more than thirty years of age; and no member shall be eligible for, or qualified to retain office as a Director, unless he shall be the holder of a paid-up policy on his own life for a sum of not less than £500 be and continue a contributor to the funds of the Society of not less than fifteen pounds per annum by virtue of some, any, or other policy or policies issued in his own name, not pledged or assigned to, or made security for advances from the Society, or in any other way assigned, parted with, or encumbered with notice of assignment duly given to the Society, nor if he shall be or become indebted to the Society for advances on mortgage of real or leasehold estate, or if he shall be or become surety or trustee for or of any officer of or employed by the Society or his creditor for money lent to an amount exceeding five pounds, nor if he shall be or become a Director, Auditor, or other officer of any other Life Assurance Society, Office or Company. Should any Director be or become insolvent or should he compromise or compound with his creditors or assign his estate for their benefit, or should he resign and his resignation be accepted, or should he become unable to act, or remove his residence beyond the limits of the colony, or fail to attend the meetings of the Board for three calendar months without leave of the Board, or should he become or be found to have been not qualified to take or retain office or not to have been duly elected, then his seat shall as soon as convenient be declared vacant by the Board, and shall thereupon be vacant All future vacancies in the Board of Directors, occasioned by death, resignation, annual retirement or otherwise, shall be filled up either at a special meeting of members of the Society, convened for this purpose, or at the Annual Meeting of members, to be held as hereinafter mentioned. A Director page 53 elected to fill an extraordinary vacancy shall hold office only for the unexpired portion of the term of his predecessor, and for all purposes of retirement by rotation, shall be considered only as the substitute of the Director dying or ceasing to be a Director, and therefore shall retire when such last mentioned Director would have retired. At each Annual Meeting of the Society, the two Directors who shall have been longest in office shall retire. If three or more of those longest in office shall have been in office for the same period, it shall be determined by lot (unless mutually agreed upon) which two shall retire. Both of such retiring Directors may become candidates for re-election, but only one shall be capable of being then re-elected, and the retiring Director who shall of the two have the smaller number of votes shall be the disqualified candidate notwithstanding that he may have a majority of votes over any other candidate seeking election at the said Annual Meeting, and such disqualified candidate shall not be eligible for re-election until the next Annual Meeting. No member shall at any Annual or Special Meeting be put in nomination for the office of Director unless notice in writing of his being a candidate shall have been given to the Board or to the Secretary at least thirty clear days previous to such meeting; and notice shall be given to the members, by advertisement in New South Wales, not less than twice in two newspapers, of the names of all members to be thus proposed as Directors as soon as practicable after the time limited for giving notice of candidature. Any meeting of the Society called for that purpose may remove any Director from office, or may elect any new Director or Directors to supply any vacancy or vacancies that may arise.

The amount of remuneration to be paid to the Directors for their services shall be Nine Hundred Pounds annually.

VI. A meeting of Directors shall be held at the principal

Meetings of Directors.

office of the Society in Sydney, once a week or oftener, for the page 54 transaction of the general business of the Society; and any three Directors duly assembled at any such meeting shall form a quorum.

Regulation of Meetings of Directors.

VII. The Board shall from their number elect annually or as occasion may require a Chairman and Deputy-Chairman of the Society. Every question shall be decided by a majority of votes, each Director to have one vote, and in case the votes are equal the Chairman to have a casting vote besides his individual vote. No proceedings or transactions shall be valid or have force unless entered, together with the names of the Directors present, in a Minute Book kept for this purpose and signed by the Chairman of the meeting at which the minutes of such proceedings are read and confirmed. In case three Directors shall not attend, the Secretary shall have power to adjourn the meeting to some convenient day, which adjournment being entered in the Minute Book and signed by the Secretary, shall be deemed a sufficient continuance of such meeting.

Special Meeting of Directors

VIII. A Special Meeting of the Directors may be convened in pursuance of a resolution of a Board of Directors, or on any emergency by the Secretary, or by direction of any Director, signified in writing to the Secretary, and stating the purposes for which such Special Meeting is required, of which due notice shall be given to each Director of the time and place appointed for holding the said meeting, either by delivery of a written notice at the Post Office of Sydney, or at their respective residences but no other business than such as shall have been specified in such notice shall then and there be transacted.


IX. The Board shall have power to appoint such officers and clerks as the nature and extent of the affairs of the Society may require, and to fix the remuneration to be allowed to the same, and to remove or displace any such officers and clerks and further to appoint or displace such agents as they may deem expedient. Every officer of the Society or other person who page 55 shall be appointed to any office touching or concerning receipt, management, or expenditure of any money of the Society, shall give such security as the Board may require. All receipts for final discharge of any mortgage or security shall be signed by the Secretary or such other officer as the Board may direct. All cheques shall be signed by two Directors, and countersigned by the Secretary.
X. There shall be two Auditors of the Society, each a


member thereof, by virtue of some, any, or other policy or policies issued in his own name, not pledged or assigned to, or made security for advances from the Society, or in any other way assigned, parted with, or encumbered with notice of assignment duly given to the Society. Neither of such Auditors shall be eligible for or retain office if he shall be or become indebted to the Society for advances on mortgage of real or leasehold estate, or if he shall be or become surety or trustee for or of any officer of or employed by the Society, or his creditor for money lent to an amount exceeding five pounds, or if he shall be or become insolvent, or shall compromise or compound with his creditors, or assign his estate for their benefit, or at any time shall for the space of seven days after the Secretary shall have intimated that any books, balance sheet or statement of accounts are prepared or ready for the inspection of the Auditors, neglect, or shall at any time be unable or unwilling to act, or shall be or become a Director or Auditor of any other Life Assurance Office. At each Annual Meeting the Auditor then longest in office shall retire and not then be eligible for re-election, and another shall be elected in his place. If both Auditors shall have been in office the same period, it shall be determined by lot (unless mutually agreed upon) which shall be the retiring Auditor. Should no election take place, or should any vacancy occur by resignation, or by reason of any of the abovementioned disqualifications, the Board may appoint an Auditor or Auditors page 56 to hold office for the unexpired portion of the term of his predecessor. The Auditors shall audit the accounts, and shall give a progress certificate monthly to be laid before the Board of Directors that they have examined the books and accounts of the Society. They shall also examine the books, vouchers, accounts, deeds, and securities of the Society, and shall compare the same with the annual balance sheet and statements prepared for their inspection, and should they find them to be correct, they shall certify the same with their signatures. The amount of remuneration to be paid to each of the Auditors shall be one hundred pounds annually. The Auditors in office on the 28th October, 1873, shall be entitled to retain office for their respective terms of office notwithstanding that they may have pledged or assigned their Policies or be indebted to the said Society.

Local Boards.

XI. The Board shall have power to appoint Local Boards of Directors, and other necessary Officers in such places as to them shall seem expedient for the purpose of superintending and directing the local affairs of the Society. And no person shall be eligible for appointment or shall retain office as a Local Director unless he hold the qualification and be free from the disqualification set forth in the Vth bye-law, so far as the same may be applicable. Local Boards shall be invested with such powers as the Board may deem expedient, and such powers, when given, shall only be exercised by Local Boards in reference to the affairs of the Society in the place and within the area to which their powers and instructions have been extended by the Board. The Board may from time to time remove any Director of a Local Board, and whenever a vacancy shall occur by reason of such removal or any other cause, the same shall be filled up in such manner as the Board may from time to time appoint, and every Director of the Society, and the Secretary and Actuary, shall be entitled to sit at Local Boards.
page 57
XII. The Board shall lay out and invest the Society's funds


in all or any of the modes following, or may from time to time vary or transpose any investments made for or into others of any nature hereby authorised at their discretion; and such investments may be made either by the Board of Directors at Sydney, or by Local Boards having authority from it in that behalf, and subject to such limitations and control as the Sydney Board may impose.
1.In the purchase of or advance on public or Government Securities of any of the Australasian Colonies, including Tasmania and New Zealand.
2.Upon the security of freehold or leasehold property.
3.In the purchase of or at interest upon Reversionary interests or Life interests in funds or estates, and upon the security of policies of assurance.
4.On deposit or current account with the ordinary bankers of the Society, and any Joint Stock Bank or Banks.
5.In the purchase of premises or of land on which to build premises, in whole or in part for offices for the use of the Society in all or any of the Australasian colonies, including Tasmania and New Zealand, and in building such premises.
6.In the purchase of or advances on Government securities of Great Britain, or of any other stocks, funds, or securities guaranteed by the British Government.
XIII. When and so often as any member of the Society

Loans on Policies.

shall be desirous of having an advance of money, it shall be lawful for the Directors to advance to such member on the security of his or her policy upon such terms and conditions as the Directors shall from time to time think proper such sum or sums of money as they may determine, provided such advance shall not exceed in the whole ninety per cent, of the value of the policy upon which the same shall be secured, such value to be determined by the Directors.
page 58

Settlement of benefits assured.

XIV. Every provision payable at death shall be paid within one month from the day on which notice in writing of the death of the assured shall have been given to the Society, according to such form and accompanied by such certificates as shall be prescribed by the Board; but in no case shall payment be claimable until the expiration of fourteen days from the time that all deeds and documents required by the regulations of the Board of Directors for proving the right or title of the claimant shall have been left at the office of the Society, together with the policy. Annuities shall, unless otherwise agreed on, be payable quarterly, on satisfactory proof being given of the existence and identity of the annuitant; and except by special agreement no portion of an annuity shall be paid for the time that may elapse between the quarter day immediately preceding the death of the annuitant and the day of such death.

Funds of Society alone liable in payment of Claims.

XV. The funds of the Society alone shall be liable in payment of the benefits specified in the policies of assurance or other contracts, and it is expressly declared that nothing in such policies or contracts shall be held to constitute any claim or obligation, or to infer any liability against the persons or property of the members, Directors, or officers.

Cases in which Benefits assured forfeited.

XVI. The policy shall be void and the benefits assured shall be forfeited, and all claims on, or interest in, the funds of the Society, shall cease and determine if the proposal and declaration made at admission, as the basis of the contract, shall be found to be fraudulently untrue in any particular, or if the assured shall, whether sane or insane, die by his own hands within one year and thirty days from the date of the policy: or if the assured shall reside in any part of the world between the 25 th parallels of north and south latitude, without having obtained the consent or license of the Directors.

Where any person proposing to become a member of the Society, or on whose life a proposal for assurance shall be made, page 59 shall at the time be resident beyond the authorised limits, the Directors shall have power to make such special agreements or stipulations relative to the limits of residence as they may think proper; and at any time to grant such license as the circumstance of the case may seem to them to require. In all cases in which a policy is rendered void, those of fraud excepted, the Directors shall have power to revive the same or to make such allowances to those who would otherwise have had an interest therein, as to the Directors may seem fit; and in cases of inocent error as to age, to make such arrangements, with a view to the correction of the error and its consequences as they may deem equitable.

XVII. Every policy now effected or hereafter to be

Policies to be Indisputable and Indefeasible

effected with the Society (provided the age of the assured shall have been admitted, and the life assured shall have resided from the date of the policy within the ordinary limits,) shall upon the expiration of five years from the date of the assurance, and upon the assured having attained thirty years of age, be exempt from forfeiture in all cases except fraud, unless previously to the expiration of such five years any misstatement, error, mistake, omission, or suppression, shall be ascertained by the Society, and notified in writing to the person in whose name such policy shall stand. This Bye-law shall take effect from 1st July, 1874, and shall apply to all conditions of forfeiture contained in all policies heretofore issued.
XVIII. It shall be in the power of any member to assign

Assignment of Policies and effect thereof.

or transfer his Policy of Assurance, and his interest in the Funds of the Society; but no Assignee shall be recognised by the Society until notice of the Deed of Assignment or Transfer shall have been given to the Society, nor be allowed to vote unless such assignment be absolute.
page 60

Annual and Special Meetings of Members.

XIX. An Annual Meeting of the Society shall be held in Sydney, within four months after the last day of December in each year, to receive and consider the Report of the Directors on the business of the Society for the past year; to take such measures and adopt such resolutions as may be thought proper in relation to the matters so reported on; to elect Directors and Auditors; and to consider any other business of the Society, of which due notice shall have been given.

Special Meetings for determining any matters relative to any extension, or alteration of the business, or amendment of the bye-laws of the Society, or for any other purpose compatible with the objects authorised in its Act of Incorporation, or in connection with its affairs shall be called by the Secretary by order of the Board, or on written requisition, addressed to him, of not less than twenty-five members; and notice of such last mentioned meeting shall be given within fourteen days from the receipt by him of such requisition.

Notice of every meeting of the Society, signed by the Secretary, setting forth the purposes for which it is convened, and the time and place at which it is to be held, shall be given by public advertisement, in New South Wales, not less than twice in two newspapers; the first of such advertisements to be at least forty days before such meeting; and also in the other Australian Colonies, including Tasmania and New Zealand, not less than once for as nearly as practicable the same period.

No special business shall be considered at any meeting of the Society, except that for which it was convened, unless the Board, whether at the instance of any members or otherwise, shall cause notices thereof as aforesaid to be published not less than thirty days before such meeting.

The Chairman of the Society, or in his absence the Deputy- page 61 Chairman, shall preside at all meetings; failing both of whom any Director or member present may be voted into the chair.

Any meeting may be adjourned from time to time, but such business only may be transacted at an adjourned meeting as might have been transacted at the original meeting. Eleven members qualified to vote, present personally shall form a quorum.

At every meeting all questions shall be determined by a majority in number of members present voting in person, unless seven members present in person shall demand a ballot, when the voting shall be according to the following scale : that is to say, every member who contributes for an assurance or an endowment of £100, shall have one vote, and for every additional £100 an additional vote; every member subscribing for or receiving an annuity of £5, shall have one vote, and for every additional £5 of annuity so subscribed for or received another vote, but no member shall have more than twenty votes in all. No minor shall have a vote, and no holder of a nonparticipating policy shall be entitled to vote in respect of such policy. When two or more persons are members by virtue of any policy, the member whose name appears first in the policy, if present or if not present, then the next in succession being present shall be the person entitled to vote in respect of such policy. Any member by a writing signed by himself, shall except for the election of Directors or a Director as hereinafter provided, have power to appoint any other member as his proxy to vote on his behalf at any meeting specified in such writing, or at any adjournment thereof, but if two or more proxies shall be offered, signed by the same person, all shall be void unless the last expressly revokes all the other ones. Provided always that the scale of voting above mentioned shall apply only to ballots, and that upon all questions to be determined by show page 62 of hands, each qualified member shall only have one vote. Provided also that all questions shall be determined by a show of hands, except where after a show of hands has been taken, any seven or more members qualified to vote present in person shall immediately require that the question on which such show of hands has been taken shall be determined by ballot, in each of which excepted cases, a ballot shall be held in such manner as the Board of Directors shall appoint, and the question at issue shall be determined thereby. Any person or persons holding the Power of Attorney of any member resident out of Sydney, but having business under the management of such Attorney, if such member have appointed no proxy as aforesaid, and if voting at any meeting be within the scope of such Power of Attorney, shall be entitled to vote on behalf of such member provided that such Power of Attorney shall have been previously produced to the Secretary for examination and be determined by him to be sufficient. The Board of Directors shall have power before admitting any member or person to vote to require him to produce the policy or policies under which his assurance or assurances are held, or the last receipt for the premium paid in respect thereof. In case of any such ballot, before proceeding to ballot, three members present at such meeting and willing to act, shall be chosen by show of hands of the members present to act as Scrutineers, and such Scrutineers or a majority shall report the result of the ballot to the Chairman, who shall then declare to the meeting how the question has been decided, and in the event of an equality of votes, the Chairman shall have a casting vote. All other details connected with such voting shall be managed by the Directors. The declaration of the Chairman at any meeting as to the result of any show of hands, voting, or ballot, shall be final.

page 63

The voting for the election of a Director or Directors at any meeting shall be as hereinbefore provided, except that instead of Members not present being allowed to vote by proxy as aforesaid, they may vote only by Attorney as aforesaid, or by writing with their own hand on some date subsequent to the publication of the names of all the candidates for election, a paper in the following form showing for whom they respectively vote, and this paper so written must be sent to the Head Office of the Society, in Sydney, addressed to the Scrutineers, to the care of the Secretary, and no such paper shall have any effect if any part of it be printed, or should there be any material error or omission in it, or if any part of it be in the handwriting of any person other than the member himself, except as hereinafter provided, or if it arrive after the commencement of the Meeting, or if two or more such papers be received from the same person without the last thereof expressly revoking all the other ones. Provided, that in case of a member who is unable to write, a voting paper written by his authority, to which his mark duly attested shall be affixed by him shall be deemed to be a sufficient compliance with the provisions of this By-law.

"I                 vote for                 and                 to fill the office of Directors of the Australian Mutual Provident Society.


Dated this                 day of                18   


page 64

Division of Profits.

XX. The affairs and profits of the Society shall be investigated every five years, and the next investigation will take place as at 31st December, 1873, and similar investigations shall take place at the end of every five years, computed from the 31st December, 1873. At such investigations a careful valuation shall be made of all the liabilities and assets of the Society; and if at those times respectively it shall appear that the aggregate of the assets is more than sufficient to discharge or provide for the aggregate of the liabilities of the Society, it shall then be lawful for the Directors to declare a dividend of the surplus, or of such part thereof as may by them be deemed fit and expedient, and to divide and distribute the same fairly and equitably among the participating members of the Society, by making reversionary additions to their respective policies. Any additions so made may, at the option of any member, be appropriated by way of reduction of future Premiums, or may be commuted for such Cash Bonus or such other options as may be sanctioned by the Directors.

Prior to each division of profits, such a sum as the Directors deem fit shall be reserved by way of guarantee; and no appropriation of profits shall be made until it shall have been certified by one or more professional Actuaries, appointed by the Board for that purpose, that, according to the most correct calculations of which the case will admit, the interests of all the contributors to this Society, and of persons having claims thereon, in possession or expectancy, are by the proposed scheme of division or distribution, fairly dealt with and secured.

At the investigation to be made as at 31st December, 1873, every participating policy effected previously to 1st March, 1873, and then in force, shall participate in the profits, according to the period such policies shall have ex- page 65 isted previous to the investigation in question.

At each subsequent investigation the Directors shall have the power (after retaining a sufficient sum for a guarantee fund) to appropriate the surplus in additions to all the policies of participating members issued up to the date of such investigation, and then in force : but in the case of each policy which at the date of any such investigation shall be of less than five years standing, the addition to be thus appropriated as aforesaid shall not become vested until such policy shall have been in force and the life assured shall have survived for five complete years.

Besides the aforesaid additions, contingent prospective additions shall be made on all participating policies which may become claims between one period of investigation and another, and which shall at the date of their so becoming claims be of not less than five years standing, at such fair and equitable rates as the Board may determine.

XXI. The Board shall have power to revise, remodel,

Alteration of Rules and Tables.

adjust, or extend the Tables of the Society, and from time to time make such orders as may be deemed expedient for the framing of any calculations of rates for cases to meet which the Society may have no complete Tables. No alteration or extension of the Tables shall, however, be made, and no new Tables shall be adopted without the approval of at least one professional Actuary.
XXII. In the construction of the Bye-laws of the Society,

Construction of Rules.

except where there is anything in the subject or context repugnant to such construction, the terms "the Board" and the term "the Directors" shall be held to mean the Board of Directors in Sydney, words importing the singular number only shall include the plural number, and words importing the masculine gender only shall include females.