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The Pamphlet Collection of Sir Robert Stout: Volume 16

Constitution and Rules

Constitution and Rules.

Formation, Name, and Object of the Society.

1. The Society shall be established under the provisions of an Act of the General Assembly of New Zealand, entitled "The Building and Land Societies' Act, 1866," and shall be called the Standard Property Investment Society, and shall have for its object the raising, by Monthly Subscriptions, a stock or fund for the purpose of enabling any Member to receive out of the same the amount or value of his shares on security of real or leasehold estate, to be secured by mortgage to the Society for the purpose of securing the repayments, &c., by these Rules provided, and to facilitate the accumulation of small sums of money for those purposes, and others provided for in the following Rules.

Entrance Fees.

2. Each Member, on admission, shall pay an Entrance Fee of 2s. 6d. per share.

Value of Shares.

3. The Shares of the Society shall be of the ultimate value of £25 each.


4. Minors (with the consent of their parents or guardians) may become investing Members of the Society; but shall not be allowed to vote or hold any page 6 office; and may sell out or withdraw, and their receipts shall be good discharges to the Society for all monies therein expressed to be received; and such guardians may vote at meetings.

5. Females (not being married) may also become Members; but shall not be entitled to vote or hold any office.

Certificate of Shares.

6. Each Member shall be entitled to a Certificate, in the Form No. 2, of the Share or Shares held by him, signed by two Directors, and countersigned by the Secretary.


7. Monthly Subscriptions, and all redemption payments, fines, and other payments due under these Rules, shall be paid at the office of the Society, Princes-street, Dunedin, between the hours of six and eight o'clock on the evening of the first Wednesday in each month.

8. The Subscriptions for each Share shall be four shillings per month, to commence and be paid on the first Wednesday in the month in which, or next after which, the Member shall be admitted, in respect of each Share, on which day the Subscriptions shall be deemed to be due and payable.

9. Payments may be made in advance, on which discount at the rate of five per cent, per annum will be allowed for periods of not less than six months.

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10. The fines for the non-payment of monthly subscriptions shall be fourpence per share per month during the first half-year the same may be in arrears; eightpence per share per month during the second half-year; one shilling per share per month during the third half-year; and so on, increasing fourpence per share per month for every succeeding half-year. And any Shareholder continuing to neglect the payment of his subscriptions until the fines incurred thereby shall equal all the payments actually paid by him, shall thereupon cease to be a Shareholder, and shall forfeit all his interest in the Society. The fines on nonpayment of redemption payments shall be calculated in the same proportion, and increase at the same rates, as for non-payment of subscriptions.

11. All Shares on which the entry-money only has been paid shall be deemed to be forfeited in two months after the same have been taken up.


12. The business of the Society shall be conducted by the Directors, Trustees, Auditors, Solicitor, and Secretary.


13. Seven Directors shall be elected by the Shareholders at the first General Meeting of the Society, of whom two shall retire annually, but shall be eligible for re-election.

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14. Any vacancy occurring in the course of the year shall be filled up by the remaining Directors, but every person elected by the Directors shall retire at the first ensuing Annual Meeting of the Society.

15. A list shall be kept by the Secretary, of the order in which Directors are elected; and the retiring Members shall be struck off from the top of the list.

16. At the first Meeting of the Directors, after their election, they shall elect one of their own body as President for the current year; and in the event of his absence at any of the subsequent Meetings of the Directors or Society, a Chairman, for the evening, shall be appointed by the Directors present.

17. Two Directors shall attend, in rotation, every subscription night, and shall keep a check on the Secretary.

18. A General Meeting of the Directors shall be held on each subscription night, but the Secretary may call a Special Meeting of the Directors at any time he may consider necessary; four shall be a quorum, and the President, or in his absence the Chairman presiding, shall have a deliberative as well as a casting vote.

19. The Directors shall have power to examine and decide upon the securities offered by any Member for an advance; to order all sums of money to be paid; page 9 and generally to carry the purposes of these Rules into effect on behalf of the Shareholders.

20. The Directors shall be paid for their services, and fined for non-attendance, as may be agreed to by the Shareholders.

21. Any Director may be held to have resigned his office, if absent from two consecutive Meetings of the Directory.

22. If the Directors shall deem it advantageous to the Society to borrow money for the purposes of the Society, it shall be lawful for them to do so; provided the amount so borrowed at any one time does not exceed the prospective amount of six months' receipts.

23. All monies belonging to the Society shall be lodged in the names of the Trustees of the Society, in such bank as the Directors may from time to time appoint; and all drafts on the Society's Bankers shall be countersigned by the President.


24. Thomas Dick, George Turnbull, and William Hunter Reynolds shall be the Trustees of the Society; and, in case of the death or resignation of any or all of the before-named Trustees, the Directors shall cause to be called a Special Meeting of the Shareholders, who may then appoint a Trustee or Trustees in his or their stead; and all the interest and power of page 10 the original Trustee or Trustees shall vest in such new Trustee or Trustees immediate on his or their appointment, alone or jointly with the surviving or continuing Trustee or Trustees, as the case may be.

25. All deeds, writings, and securities, to and from the Society shall be made and taken in the name of the Trustees for the time being; those in favor of the Society shall be deposited in a box or iron chest, to be lodged with the Society's Bankers, or such person as the Directors may appoint.

26. The Trustees shall not be answerable for the other or others of them, or for the acts, deeds, neglects, or defaults of the other or others of them; but each of them only for his own acts, deeds, neglects, or defaults, respectively; and they or any of them shall not be accountable for any banker or other person with whom any part of the money or property belonging to this Society shall be deposited, or for any misfortune, loss, or damage which may happen in the execution of the powers and trusts herein contained, or in relation thereto, except the same shall happen by or through their own wilful default, respectively.

27. In case it shall be necessary or expedient to bring or defend any action, suit, or other proceedings, at law or in equity, touching or concerning the property or assets, rights, or claims of the Society, or page 11 touching or concerning the breach or non-performance of any of the articles, matters, and things herein contained, or of the conduct of any Member or Officer of the Society, the same shall be brought or defended by or in the name of the Trustees for the time being, and they shall be indemnified from all loss or damage that may be sustained by them in consequence thereof.

28. If upon the resignation of any Trustee or Trustees, he or they shall require a bond or other deed of release and indemnity from the Society, securing him or them from all future liability on account thereof, such bond or deed the Directors for the time being are hereby authorised to execute and deliver, signed by the President and two of their number, for and on account and behalf of all the Shareholders of this Society, and which shall be as effectual to bind the Society, as if made, executed, and delivered by each Member thereof.


29. At every Annual Meeting of the Society, one Auditor shall be appointed by the Shareholders, and one by the Directors, who shall audit the Accounts for the ensuing year. The Auditors for the first year shall be appointed by the Directors.


30. A Solicitor or Legal Agent shall be appointed by the Directors, who shall examine the title deeds of all page 12 property offered as security to the Society, and shall in all cases render to the Directors a report in writing whether such titles be deemed by him to be good and sufficient for the purposes of the Society. He shall prepare all mortgages and other instruments in favour of the Society; and the cost and charges of, and relating thereto, and of any investigation of title connected therewith, shall be paid by the Member requiring the advance, or deducted out of the money he may be entitled to receive for any Share or Shares in advance, in the manner hereinafter prescribed.


31. A Surveyor, or Valuator, may be appointed by the Directors, who shall examine all properties on which his opinion may be required; and within one week after he has been requested to value any property, he shall report thereon, in writing, to the Directors: he shall receive such remuneration for his services as the Directors may agree upon. Such remuneration shall be paid by the Member whose property has been examined by such Surveyor or Valuator.


32. A properly qualified person shall be appointed by the Society to act as Secretary, who shall receive such salary as the Society may appoint. He shall also act as Treasurer, pay into the bank on the day after collection all monies received by the Society, sign all cheques page 13 or orders for money upon the Society's Bankers, keep all the books of the Society, attend the meetings, take minutes of the proceedings thereat, conduct the correspondence of the Society, assist the Auditors in preparing the report on the state of the Society's funds, and perform such other duties as, in virtue of his office, may devolve upon him under the instructions of the Directors. He shall give such security as may be required by the Directors.

Financial Statement.

33. The Directors shall, once in every year, prepare, or cause to be prepared, a General Statement of the funds and effects of the Society, specifying in whose custody the said funds or effects are then remaining, together with an account of all sums of money received and expended on account of the Society since the preceding Annual Statement; and every such Annual Statement shall be attested by the two Auditors, and countersigned by the Secretary, and every Member shall be entitled to receive a copy of such Statement.

Annual Balance of Books.

34. The books of the Society shall be brought to a balance, and the profits ascertained as on the subscription meeting day in the month of March, in each year; such profits shall be placed to the credit of investing Shareholders to an extent not exceeding ten per cent, per annum on the amount then standing to their credit page 14 in the books of the Society, except subscriptions paid in advance.

35. The surplus of such profits, if any, shall be carried to an account, to be called The Contingent Fund, from which shall be defrayed all losses or expenses which the Society may sustain or incur; and in the event of any accumulation of such Contingent Fund, after providing for all liabilities, the same shall be appropriated and credited equitably and equally at the expiry of every five years from the commencement of the Society, between the investing and borrowing Members, by way of bonus, in proportion to the amount of the subscriptions or repayments actually paid to the Society. But if the Directors shall consider it for the wellbeing of the Society to set apart the whole, or any portion of such fund for future contingencies, they shall have the power to do so.


36. The President of the Directors shall act as Chairman of all Meetings of the Society. The Monthly Meetings, for receiving subscriptions and other payments under these Rules, will be held at the office of the Society, Princes-street, Dunedin, between the hours of 6 and 8 o'clock on the evening of the first Wednesday in each month. The Annual General Meeting of the Society shall be held at such time and place as the Directors may appoint for that pur- page 15 pose; notice whereof shall be given by advertisement in two consecutive numbers of any local newspaper or newspapers, circulating in Dunedin: at which Meeting the Statement of the funds and effects of the Society, made up to the end of the financial year, shall be submitted to the Shareholders for consideration; and at this Meeting the Office-bearers shall be appointed.

37. A Special Meeting of the Society may be held from time to time, and at any time the Directors may appoint. It shall be competent for seven or more Shareholders to sign a requisition to the President to convene a Special Meeting of the Society; and the President shall do so by advertisement in two consecutive numbers of any local newspaper or newspapers. But should a majority of the Shareholders, so convened, decide that the Meeting has been called on insufficient and frivolous grounds, the parties calling it shall bear the expense thus occasioned. The object of every Special Meeting shall always be distinctly stated, both in the requisition and notice; and no business shall then be entered upon except that for which the Meeting has been convened.

38. Twenty Members shall be a quorum at any General or Special Meeting. It shall be in the power of the Society, at any such General or Special Meeting, to appoint a committee of Shareholders for any special purpose. Each Shareholder present shall have one page 16 vote; and the President, or in his absence the Chairman presiding, shall have a deliberative as well as a casting vote.

39. All decisions that may be come to by a majority of Shareholders present at any Meeting, provided such decisions are in conformity with these Rules, shall be binding upon all the Shareholders.

Advances and Repayments.

40. The Society will make advances to its Members, for terms of five, seven, ten, or twelve years, repayable by monthly, quarterly, or yearly contributions, at the rates mentioned in Rule 42.

41. Trustees obtaining advances from the Society on property which they hold in trust, shall not be in any manner personally or otherwise liable beyond the property given in security to the Society; but all fines and other payments made payable by these Rides shall be a charge on the property mortgaged.

42. Redemption payments for the Loan of £100, including Interest.

Period Of Loan. Monthly. Quarterly. Yearly.
£ s. d. £ s. d. £ s. d.
5 years 2 5 0 6 15 0 28 1 0
7 years 1 15 0 5 5 0 21 15 6
10 years 1 7 6 4 2 6 17 2 6
12 years 1 4 6 3 13 6 15 5 0
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43. Upon every such advance a commission of one per cent, shall be charged.

44. All advances of Shares to Members shall be under the management of the Directors, and shall be determined at their Monthly or Special Meetings.

45. Every Member entitling himself to an advance by a written notice to the Secretary in the Form No. 3, shall thereon lodge with the Secretary a sum of One Pound per Share as a deposit, and in part payment of the monies payable on such advance; and in the event of his failing within one month (unless the time shall be extended by the Directors) from the receipt of notice from the Secretary, in writing, that the Directors have agreed to make the required advance, to execute a mortgage to the Society, the money so deposited shall be forfeited to the Society, and the Directors shall be at liberty to employ the funds, reserved for such Member making such default, in the payment of advances to other Members; and the application of such defaulting Member shall lapse.

46. Members to whom advances have been allocated may, if they think fit, continue to hold their investing Shares.

47. If any person shall be desirous of ascertaining the amount which the Directors would be willing to advance on any proposed security in the event of his page 18 becoming a Member, he shall give a written notice of his desire to the Secretary, and deposit a sum sufficient to defray the cost of a survey of the property. The Directors shall thereon order a survey of the property to be made, and intimate to such person the amount they may consider proper to advance on such security.

48. Whenever any property mortgaged to the Society shall be subject to any ground-rent, assessment, taxes, or other payment, the mortgagor shall produce to the Secretary a receipt or acknowledgment therefor respectively within fourteen days after the same shall have become due and payable; or in default thereof, the mortgagor shall pay a fine of five shillings. And in case any of the said payments shall not be duly made within such period as aforesaid, the Directors may order the same to be paid out of the funds of the Society, and the mortgagor shall repay the same, together with the said fine, on the next Monthly Subscription Meeting; and in default of the payment thereof accordingly, he shall be fined in addition thereto, as for an equal amount of repayments in arrear.

Repairs and Insurance.

49. All buildings held in security by the Society shall be kept in repair by the mortgagor; and in all cases where houses or buildings are taken by the Society in security, the same shall be kept insured by page 19 the mortgagor in the name of the Society's Trustees for the time being, until the property is redeemed. And the mortgagor shall pay all premiums of Insurance, and shall lodge in the hands of the Directors both the policy of insurance and receipts for the annual payments of the premium immediately after the same become due; or, in default thereof, the Directors shall be entitled to have such repairs and insurance, respectively, executed or effected; and the Member making default shall be subject to a like fine, and under like conditions, as if in arrear of assessment, tax, ground-rent, or other payment, as provided for in the preceding Rule.

Arrears Upon Property.

50. When any Shareholder, who has obtained an advance upon property, allows his repayments, or any disbursements made on his account, to fall three months in arrear, it shall be in the power of the Trustees or Directors to remove him from the possession or occupancy of the property on which the advance has been made, to enter into possession thereof themselves, to let the same, and to draw the rents thereof, and that by a letter under the hand of the Secretary, addressed to such Shareholder, intimating the same, without any other warning or legal process whatever; of which intimation a certificate under the hand of the Secretary, that such letter was either delivered to page 20 such Shareholder, or posted to his address, as entered in the books of the Society, shall be sufficient evidence. But it shall not be necessary for any tenant or purchaser to enquire whether such letter has been written.

51. In the event of the Trustees or Directors entering into possession, they shall have power to appoint a person to draw the rents at the expense of the Shareholder. When any Shareholder who has obtained an advance upon property allows his repayments or any disbursement made on his account to fall in arrear, he shall forfeit all his interest in, and right and claim to, the said property; and the Trustees or Directors shall be at liberty, without any process of law, forthwith to advertise the same for public sale in such paper or papers, and for such number of times, as they shall think fit, and thereafter to sell such property by public auction; the proceeds of such sale to go to liquidating all the Society's claim against such Shareholder, and any balance remaining shall be handed to the Shareholder having so forfeited the property.

52. The Directors shall not be bound to accept of partial payments on account of such arrears or disbursements.

Power to Redeem.

53. Any Member desirous to redeem his property from a mortgage to the Society before the expiration of page 21 the full term for which it was given, shall be allowed to do so on the payment of all arrears then due to the Society, and of the present value of the future repayments, calculated to the end of the term, and discounted after the rate of five pounds per centum per annum, together with a redemption fee of twenty shillings per cent, on the balance so due.

Advances to Members on Security of Shares.

54. The Directors may advance by way of loan to Shareholders in this Society, being investors, such sums of money as they may think fit, upon security of Shares of not less than two years' standing, for such term, at such rate of interest, and on such conditions as they may deem proper; provided that no such advance or loan shall exceed 75 per cent, of the amount standing to the credit of such. Member in respect of such Shares, and that the interest charged thereon shall not be less than 12½ per cent, per annum.

55. The Member receiving such loan shall transfer the Shares, on which such loan or advance is to be made to the joint names of the President and Treasurer of the Society for the time being, as security for the repayment of such loan or advance, and shall receive from the Secretary an acknowledgment thereof, in the Form No. 5. And in case any borrower shall make default in the repayment of such loan or any page 22 part thereof, at the time or times agreed upon, then the Shares so transferred in security as aforesaid, or a sufficient number thereof to represent in value the amount advanced, shall be forfeited to the Society, and considered as withdrawn; and no notice thereof need be given to such defaulting Member.

Reconveyance of Mortgage.

56. So soon as any Shareholder, who has received an advance, shall have repaid the whole instalments, fines, and other payments, incurred in respect thereof, or shall redeem his property, in accordance with Rule 53, the Trustees shall deliver up to such Shareholder, or to his legal representative, the title deeds and other documents which shall have been deposited with them by such Shareholder, and shall execute, at the expense of such Shareholder, a reconveyance and release of the mortgaged property.

Shareholders Withdrawing.

57. Any Shareholder holding investing Shares shall be entitled to withdraw from the Society before the full sum of £25 per Share stands to his credit in the books of the Society; and shall be entitled to receive the amount of the subscriptions actually paid by him to the Society upon such Shares, together with the profits standing to his credit in the books of the Society, as at the immediately preceding annual balance. And if a Member page 23 shall withdraw his Shares in the course of the year, interest at such rate as the Directors may from time to time fix shall be allowed on the amount standing to such Shareholder's credit; provided that the date of his notice to withdraw is at least six months subsequent to the date of the said annual balance.

58. A fee of five shillings shall be charged on each Share withdrawn, unless the Member withdrawing is about to take up an advance.

59. Applications for withdrawal shall be considered and granted by the Directors in the order of priority of the dates on which these applications shall have been received by the Secretary, and payment shall be made to such applicants as soon as the Directors shall have sufficient funds at their disposal for that purpose, and not otherwise. In calculating interest, fractional parte of pounds or months shall not be taken into account, neither will fractional parts of a penny be paid.

Compulsory Withdrawals.

60. If at any time the Directors shall be unable to dispose advantageously of the Society's funds, they may appoint a ballot to take place, at such time, and in such form as they may prescribe, to determine whose investing Shares shall be withdrawn. The Shareholder on whom the lot shall fall shall be obliged to accept the amount standing to his credit, as at the page 24 immediately preceding annual balance in respect of the Shares to be withdrawn, with the subscriptions subsequently paid and interest thereon. But no Shareholder shall again be subject to such ballot until all the Shares shall have once been subjected to such ballot.

Death of Shareholders.

61. Shares of the Society, on which no advance has been made, shall be deemed to be personal estate; and on the death of a Shareholder holding the same, such Share or Shares shall belong to his or her executors, with all the benefits, and under all the conditions thereto attached.

62. Upon the death of a Shareholder holding Shares on which an advance has been made, the party having right to the property in respect of which the advance has been made shall be deemed to be the Shareholder, and shall be liable to fulfil the whole obligations incumbent on such deceased Shareholder at the time of his death.

Shareholders Becoming Insane.

63. In the event of any Shareholder (not having received an advance) becoming a lunatic, and proof of the same being furnished to the Directors, they shall instruct the Secretary to intimate to the legal guardians or representatives of such Shareholder that they are entitled to withdraw from the Society at the end of page 25 six months, upon the conditions stated in Rules 57, 58,' and 59, but under deduction of any fines that may have been incurred by him previous to the time when intimation of his affliction was furnished to the Directors. The Secretary shall at the same time request the representatives to intimate in writing, within four weeks, whether or not the Subscriptions are to be withdrawn. If no intimation be received, it shall be understood that they are not to be withdrawn; and then the representatives shall pay, or cause to be paid, all the Subscriptions as they fall due, subject to the same fines and penalties as specified in Rule 10.

Sale or Transfer of Shares.

64. Any Shareholder, with the sanction of the Directors, shall be at liberty to sell or transfer his Share or Shares, on payment of sixpence per Share Transfer Fee. All transfers must be in the Form No. 4, signed by the transferror and transferree and shall not be valid until duly recorded.

Payment of Realised Shares.

65. Three months after the Shares of Members are realised, they shall be entitled to be paid out in rotation, according to the dates of their respective entries.


66. To facilitate the admission of Members residing in the country, and the payment of their subscriptions, page 26 &c., the Society will recognise the appointment of Agents by such Members for the transmission of their money.

67. Every application for the recognition of an Agent must be made by at least six Members in any one district, holding collectively not less than thirty Shares.

68. The Directors shall have power to make all necessary arrangements relative to such appointments, but the Society shall not be responsible for the failure of any Member's Agent to remit or account, and no monies will be entered to the credit of any Member's account until actually received by the Secretary.

Books open for Inspection.

69. The Books of the Society shall be open for the inspection of Members on each meeting night during the hours of receiving subscriptions.


70. Any Shareholder who may feel aggrieved by the decision of the Directors may appeal from their decision to the Annual General Meeting of the Society.

Disputes Referred to Justices.

71. Every matter in dispute between the Society, or any person acting under the Society, and any Shareholder or Member thereof, or any person claiming on account of any Member, shall be referred to page 27 two Justices of the Peace, in terms of Section XXXII of "The Building and Land Societies' Act, 1866."

Construction of Rules.

72. In construing these Rules every word importing the singular number shall, where necessary, be understood to mean several persons or things, as well as one person or thing; and every word importing the masucline gender shall, where necessary, be understood to mean a female, as well as a male; the word "Directors" shall mean the Committee of Management, unless in any of these cases there be something in the context inconsistent with such meaning; the word "month" shall be held to be a calendar month; and the word "year" shall mean the Society's year ending on the first Wednesday in March.