Differences between Members and Shareholders of a Friendly Society and the Payment of Dividends: A South African–Australian Perspective
DOI:
https://doi.org/10.17159/1727-3781/2021/v24i0a10733Keywords:
shareholder, friendly society, friendly society benefits, friendly society loss ratio, committee of officers, shares, dividends, memberAbstract
This article focusses on a very specific problem statement, namely how shareholder society relationships are viewed in Australia and South Africa. Friendly societies are special "legal creatures" enjoying legal personality from the date and time of their registration (not as companies). In South Africa friendly societies have been in existence for more than 160 years, with the latest legislation being promulgated in 1956. As an unregistered company, the friendly society forms part of the South African business enterprise landscape and has both members and shareholders. The legal relationships between members and shareholders and the payment of a dividend are unclear in the Friendly Society Act, 1956, and are generally regulated by the constitution or memorandum of incorporation of the friendly society. In Australia friendly societies developed approximately 200 years ago. In 1999 friendly society legislation was repealed by the Financial Sector Reform Act, 1999, in terms of which friendly societies had to convert to companies either as companies limited by guarantee or public companies as regulated by the Corporations Act, 2001. Prior to 1999, friendly societies were largely regulated by the Queensland Friendly Society Act, 1997 as unregistered companies. The Code regulated the relationships between members and shareholders and the payment of dividends. In this article we also focus on Australian friendly societies after 1999 and how they compare with South African friendly societies with regard to the member/shareholder relationships and the payment of dividends.
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Literature
Ansell C A Treatise on Friendly Societies (Baldwin and Cradock London 1835)
Boros E and Duns J Corporate Law (Oxford University Press Melbourne 2007)
Cook J, Deakin S and Hughes A Mutuality and Corporate Governance: The Evolution of UK Building Societies Following Deregulation (Working Paper No 205) (ESCR Centre for Business Research, University of Cambridge Cambridge 2001)
Delport P The New Companies Act Manual: Including Close Corporations and Partnerships (LexisNexis Durban 2011)
Dugard J et al Dugard's International Law: A South African Perspective 5th ed (Juta Cape Town 2018)
Du Plessis JJ and Alveras S "The Payment of Dividends: Legal Confusion, Complexities and the Need for Comprehensive Reform" 2014 C&SLJ 312-332
Du Plessis JJ and Alveras A "A Shareholder's Contractual Right to a Dividend and a Company's Oppressive Conduct in Withholding Dividend Payments: Sumiseki Materials Co Ltd v Wambo Coal Pty Ltd" 2014 C&SLJ 552-559
Green DG "The 1918 Strike of the Medical Profession against the Friendly Societies of Victoria" 1984 Labour History 72-87
Hardy GF "Friendly Societies" 1888 Journal of the Institute of Actuaries 245-348
Nelson FGP "Some Statistics of the Affiliated Order of Friendly Societies (Odd Fellows and Foresters)" 1877 Journal of Statistical Society of London 42-89
Pretorius JT et al Hahlo's South African Company Law through the Cases: A Source Book 5th ed (Juta Cape Town 1997)
Roth J Informal Micro-Finance Schemes: The Case of Funeral Insurance in South Africa (Working Paper No 22) (International Labour Office Geneva 2000)
Van der Merwe DHC Die Stokvel: 'n Ondernemingsregtelike Studie (University of the Free State Bloemfontein 1996)
Weinbren D "The World in 1913: Friendly Societies in History" 2013-2014 Magazine of the Historical Association 12-16
Weinbren D and James B "Getting a Grip: The Roles of Friendly Societies in Australia and Britain Reappraised" 2005 Labour History 87-103
Wettenhall RS The Influence of the Friendly Society Movement in Victoria 1835-1920 (PhD-thesis University of Melbourne 2019)
Wilkinson J "Friendly Societies FUM Grows to $7Billion" 2006 Money Management 5
Case law
Australia
Abrook v Paterson (No 2) 59 FCR 364 (1995)
Ancient Order of Foresters in Victoria Friendly Society Ltd v Lifeplan Australia Friendly Society Ltd [2018] HCA 43
Carroll v Shillinglaw [1906] 3 CLR 1099
Lifeplan Australia Friendly Society Ltd v Wolf [2016] FCA 248
Mount Isa City Council v The Mount Isa Irish Association Friendly Society Ltd [2018] QCA 222
Re Grand United Order of Free Gardeners Friendly Society Ltd [2008] FCA 1537
R v Holmes, Ex Parte Manchester Unity Independent Order of Oddfellows in Victoria 147 CLR 65 (1980)
Sumiseki Materials Co Ltd v Wambo Coal Pty Ltd [2014] NSWCA 326
The Friendly Societies Medical Association Inc v Commissioner of Taxation 4 SASR 96 (1972)
South Africa
Apollo Tobacco CC v Commissioner for South African Revenue 74 SATC 204
Chambers v Fedsure Group Staff Income Security Scheme 1999 11 BPLR 254 (PFA)
Family Benefit Friendly Society v Commissioner for Inland Revenue 58 SATC 243
G Lamparelli and S Hefele v Eskom Pension Fund (unreported) case numbers PFA/GA/2881/01/NJ and PFA/3000/01/NJ of 27 September 2001
Lasker v Cape Municipal Pension Fund Disability Income Benefit Scheme 2004 7 BPLR 5866 (PFA)
Mavundla v Flex-o-Thene Provident Fund 2004 5 BPLR 5739 (PFA)
Moonsamy v Uniserv Income Security Scheme 2004 7 BPLR 5907 (PFA)
Oliver v Packard Group Pension Fund 2004 8 BPLR 5945 (PFA)
Oosthuyzen v Road Accident Fund 2019 JOL 40807 (FB)
Reddy v Massmart Group Retirement Fund 2004 8 BPLR 5963 (PFA)
Rube v KPMG South Africa 2004 8 BPLR 5966 (PFA)
SACTWU v Feltex Sick Benefit Fund 2003 9 BPLR 5141 (PFA)
Tek Corporation Provident Fund v Lorentz 1999 4 SA 884 (SCA)
Thorne v Meihuizen Provident Fund 2000 11 BPLR 1288 (PFA)
Volkskas Beleggingskorporasie Bpk v Oranje Benefit Society 1978 1 SA 45 (A)
Williams v Mustek Group Income Plan 2004 8 BPLR 6000 (PFA)
Legislation
Australia
Corporations Act, 2001
Financial Sector Reform (Queensland) Act 27 of 1999
Financial Sector (South Australia) Act, 1999
Friendly Societies (South Australia) Act, 1919
Friendly Societies (South Australia) Act, 1997
Friendly Societies (Tasmania) Act, 1888
Friendly Societies (Tasmania) Act, 1997
Friendly Societies (Queensland) Act, 1913
Friendly Societies (Queensland) Act (and Code), 1997
Friendly Societies (Victoria) Act (and Code), 1996
Life Insurance Act, 1995
Private Health Insurance Act, 2007
South Africa
Cape Colony Friendly Society Act 5 of 1892
Close Corporations Act 69 of 1984
Companies Act 61 of 1973
Companies Act 71 of 2008
Friendly Societies Act 25 of 1956
Medical Schemes Act 131 of 1998
Mutual Banks Act 124 of 1993
Natal Friendly Society Act 20 of 1862
Pension Funds Act 24 of 1956
Pension Funds Amendment Act 11 of 2007
Short-Term Insurance Act 53 of 1998
Transvaal Companies Act 31 of 1909
Transvaal Societies and Associations Incorporation Ordinance, 1903
Government publications
Gen N 457 in GG 30987 of 25 April 2008 (Determination of an Increased Maximum Amount of Benefit to be Provided by a "Friendly Society", as Envisaged in Section 7(2)(B) of the Long-Term Insurance Act, 1998)
Internet sources
Australian Securities and Investments Commission 2020 ASIC Company and Director Search https://www.equifax.com.au/businesscreditexpress/
resource/asic-company-and-director-search accessed 26 January 2020
Chen J 2020 Income Statement https://www.investopedia.com/terms/i/
incomestatement.asp accessed 9 September 2020
Companies and Intellectual Property Commission 2020 Companies and Intellectual Property Commission eServices https://eservices.cipc.co.za/
Search.aspx accessed 25 January 2020
Lifeplan 2020 Lifeplan: An Australian Public Company https://www.aubiz.net/company/lifeplan-australia-friendly-society-limited-087649492 accessed 1 September 2020
Manchester Unity Friendly Society 2017 https://www.manchesterunity.org
.nz/wp-content/uploads/2015/02/
Manchester Unity Friendly Society 2017 Annual Financial Report of Manchester Unity Friendly Society for the Year Ended 31 May 2017 https://www.manchesterunity.org.nz/wp-content/uploads/2015/02/Manchester-Unity-Annual-Report-31-May-2017.pdf accessed 15 January 2020
Professional Provident Society 2009 Surplus Rebate Account 2009 http://www.powerbrokers.co.za/uploads/File/pdf/product_suppliers/pps/PPS_SURPLUS_REBATE_ACCOUNT.pdf accessed 10 July 2020
Rex S 2016 What is the Difference between a Building Society Shareholder and a Depositor? https://www.bsa.org.uk/information/consumer-factsheets/savings/what-is-the-difference-between-a-shareholder-and-a accessed 12 September 2020
Sampford K 1997 National Uniform Regulation of Friendly Societies and the Friendly Societies (Queensland) Bill 1997 (Legislation Bulletin No 8/97) https://www.parliament.qld.gov.au/documents/explore/ResearchPublications/LegislationBulletins/lb0897ks.pdf accessed 13 June 2020
Walsh M 2017 A Letter from the President of the Friendly Societies of Australia to the Australian Treasury on 23 May 2017 https://treasury.gov.au/sites/default/files/2019-03/Friendly-Societies-of-Australia.pdf accessed 4 August 2020
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