Directory procedural requirement for cessation of membership cannot defeat contributory liability without clear proof of resignation or compliance.

A company membership rule requiring a member's name to be posted on the notice board after default was treated as directory because it was inserted for the company's benefit and could be waived by the company. On the facts, the objector had admitted membership, paid subscriptions up to 31 December 1930, and had not formally resigned. As there was no clear proof that the prescribed cessation procedure had been followed, no presumption arose that membership had ended, and the continued appearance of the name on the register at liquidation supported ongoing membership. The objector was therefore properly included in the list of contributories.

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Issues: Whether the objector had ceased to be a member of the company under Article 19 so as to avoid inclusion in the list of contributories, and whether the posting requirement in Article 19 was mandatory or merely directory.

Analysis: The objector had admitted membership, payment of subscription up to 31 December 1930, and absence of formal resignation. The only basis for claiming cessation of membership was the asserted operation of Article 19 after a notice of default. The Court held that the posting of the member's name on the notice board was a provision inserted for the company's benefit and was therefore directory, not mandatory. In the absence of clear proof that the prescribed procedure had been followed, no presumption arose in the objector's favour, while the fact that his name remained on the register of members at the time of liquidation supported the inference that he had not ceased to be a member. The benefit of a rule made solely for one party's protection could be waived by that party, and the company was not bound to insist upon the procedure.

Conclusion: The objection was overruled and the objector was rightly included in the list of contributories.

Ratio Decidendi: A procedural requirement enacted solely for the benefit of a party is directory and may be waived, and membership in the absence of clear proof of cessation continues to subsist for contributory liability.

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