THE LEGAIv REGIME OF THE COMMERCIAI, SOCIETIES I7 



ment and any legal action in the name of the society. But in so doing, they 

 assume no personal liability. 



The3' must be at least three in number. They are appointed at the 

 general meeting of shareholders and in the first instance by the deed of 

 constitution of the society. The term of their office may not exceed six 

 years, but they may be re-elected, unless the deed of constitution makes 

 other provision. 



Each manager must deposit as security a certain number of shares, 

 established in the rules. These shares must be personal. 



The daily despatch of business as well as the charge of representing 

 the society may be delegated to directors, representatives etc... whose ap- 

 pointment, dismissal and pcwers are regulated by the rules. 



The supervision of the societies must be entrusted to one or more 

 commissioners, members or not, elected at the general meeting of share- 

 holders for a period not exceeding six years, and also bound to give security'' 

 in shares. They have unlimited right to supervise and inspect all the work 

 of the society. Every six months the board of management submits to 

 them a statement of accounts. 



Further, by the new law, the commissioners may obtain the assistance 

 of an expert, approved by the society, for the examination of the books and 

 accounts. If an agreement cannot be come to in regard to the choice of 

 the expert, he shall be appointed by the president of the Commercial Court. 



This provision is an appreciable advance on previous legislation, under 

 which it often happened that the commissioners were unable to carry otit 

 their mandate properly, owing to their inexperience. 



(5) . General Meetings. — The general meeting of shareholders has the 

 most ample powers for accomplishing or ratifying acts affecting the society. 

 Unless otherwise prescribed, it has the right to amend the rules, without, 

 however, being able to change the essential object of the society. However, 

 the meeting itself cannot lawfully decide on proposals for the amendment 

 of the rules, if the substance of these proposals has not been specified in the 

 agenda and if the shareholders present do not represent at least half the 

 capital of the society. No increase or reduction of the capital may be de- 

 cided on v.ithout the observance of the conditions laid down for the amend- 

 ment of the rules. 



Finally, a new and important provision is that the right to vote con- 

 ferred by shares not paid up shall remain reserved, until the contributions 

 regularly demanded and due are paid. 



6. Balance Sheets. — In the reform with which we are dealing, the 

 framers of the law concerned themselves greatly about the balance sheets 

 which ought faithfully to reflect the situation of the societies. The mat- 

 ter gave rise to long discussions in both the Chamber and the Senate. Many 

 would have liked to insist on a uniform model for all the societies, to ensure 

 clearness. But in the end the idea of so rigid a rule was renounced, as it 

 could not have been applied in every case. The new law, therefore, limits 

 itself to requiring that the balance sheet shall show separately the immobil- 



