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2 1978

AGRICULTURAL CREDIT ACT, 1978

PART II

AGRICULTURAL CREDIT CORPORATION

Memorandum of association.

[1961, s. 7; 1972, s. 2.]

8. —(1) The objects of the Corporation shall be so stated in its memorandum of association that its principal functions shall include—

(a) (i) lending and advancing money, subject to the provisions of this Act,

(ii) acquiring, underwriting, holding, selling and otherwise dealing with, shares, stocks, debentures, debenture stocks and other securities of any body corporate,

(iii) drawing, accepting, endorsing, discounting, purchasing and otherwise dealing with, bills of exchange, promissory notes and other negotiable instruments,

(iv) providing such other credit facilities as it thinks proper (including giving guarantees to any person in relation to the payment of money, and of interest on the money, or the repayment of money paid by that person on foot of loans, advances or other credit facilities granted by that person and the payment of interest on such money),

(v) engaging in the provision of hire-purchase and leasing facilities and for that purpose acquiring, disposing of and otherwise dealing with stock, and

(vi) arranging for the provision of credit facilities for any person by any other person (and acting as agent for any person in relation to the payment and collection and receipt of money in respect of such facilities),

for any purpose which, in the opinion of the Corporation will, or is likely to, increase, whether directly or indirectly, the productivity of, or be otherwise of benefit to, agriculture, horticulture or fisheries, on such terms and subject to such conditions as the Corporation thinks fit, and

(b) the receipt, on such terms and subject to such conditions as the Corporation thinks proper, of deposits of money (including money in a currency other than the currency of the State) from any source and the receipt of deposits of securities for safe keeping and management and, so far as may be lawful, the execution of trusts in relation to the securities.

(2) For the purposes of this section money received on deposit by the Corporation in a currency other than the currency of the State shall be deemed to be the equivalent in the currency of the State of the money actually received, such equivalent being calculated according to the rate of exchange at the time of receiving the deposits.

(3) Nothing in this section shall prevent or restrict the inclusion among the objects of the Corporation as stated in its memorandum of association of all such objects and powers as are reasonably necessary or proper for or incidental or ancillary to the due performance of the principal functions aforesaid and are not inconsistent with this Act.

Participation in agricultural projects.

[1961, s. 8.]

9. —The Corporation may do all or any of the following:

(a) undertake, promote, engage or participate in, manage or supervise any scheme or project which, in the opinion of the Corporation, will, or is likely to, increase, whether directly or indirectly, the productivity of, or be otherwise of benefit to, agriculture, horticulture or fisheries,

(b) appoint and remunerate clerical, technical and managerial staff for schemes and projects referred to in paragraph (a) and assist and advise in relation to the appointment of such staff,

(c) provide the whole or part of the money required for any scheme or project referred to in paragraph (a),

(d) agree with the undertakers or promotors of any scheme or project referred to in paragraph (a) to pay and discharge the whole or a part of any losses incurred by them in relation to that scheme or project,

(e) form or take part in the formation of bodies corporate for the purpose of undertaking, promoting, engaging or participating in, managing or supervising schemes or projects referred to in paragraph (a) and acquire, hold and dispose of the capital, or such part of the capital as it thinks fit, of any such bodies corporate,

(f) subject to the provisions of the Industrial and Provident Societies Acts, 1893 to 1971, acquire, hold and dispose of the capital, or such part of the capital as it thinks fit, of any body corporate undertaking, promoting, engaging or participating in, managing or supervising schemes or projects referred to in paragraph (a), and

(g) assist in and facilitate, in any manner it thinks proper, the formation, promotion, establishment, reconstruction or reorganisation of bodies corporate referred to in paragraph (e).

Directors.

[cf. 1961, s. 10.]

10. —(1) The number of directors of the Corporation (including the chairman) shall not be less than three or more than seven.

(2) If, at the time appointed by the articles of association of the Corporation for appointment of the directors, the Minister holds not less than one half in nominal value of the issued capital of the Corporation, he shall be entitled to nominate a majority (being the smallest majority in any particular case) of the directors.

(3) The remuneration of the chairman and the other directors shall be determined from time to time by the Minister for the Public Service.

Share capital.

[cf. 1947, s. 10; 1961, s. 6; 1969, s. 2.]

11. —(1) The share capital of the Corporation shall be £20,000,000 divided into shares of £1 each.

(2) Shares may be allotted and issued to and taken up by the Minister.

(3) With the approval of the Minister shares may be allotted and issued to other persons.

(4) The Minister may purchase and sell shares of the Corporation.

(5) The Minister may exercise in respect of any shares held by him all the rights and powers of a holder of such shares and, where a right or power is exercisable by attorney, exercise it by attorney.

(6) The Minister may, for the purpose of compliance with so much of the Companies Act, 1963 , as requires that there shall always be at least seven members of the Corporation or for the purpose of providing a person appointed or about to be appointed a director with any qualification required by the articles of association, do either or both of the following things:

(a) transfer to any person one share for the time being held by the Minister,

(b) require any member of the Corporation to transfer any such share held by him to the Minister or to any other person nominated in that behalf by the Minister.

(7) Every member (other than the Minister) of the Corporation or the personal representative of such member shall hold in trust for the Minister any shares transferred to him under subsection (6) and shall be accordingly bound to pay every dividend, bonus and other money received by such member on or in respect of such shares to the Minister for the benefit of the Exchequer and to transfer, as and when required by the Minister, such shares to the Minister or to a person nominated in that behalf by the Minister.

(8) Every dividend, bonus and other money received by the Minister in respect of shares held by, or in trust for, him shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister may direct.

Borrowing.

[cf. 1961, s. 3; 1972, ss. 3, 7.]

12. —(1) Subject to the approval of the Minister, the Corporation may raise or borrow money (including money in a currency other than the currency of the State) in any manner it thinks fit but the amount of money raised or borrowed and outstanding at any one time shall not exceed £350,000,000.

(2) For the purpose of this section, money raised or borrowed in a currency other than the currency of the State shall be deemed to be the equivalent in the currency of the State of the actual money raised or borrowed, such equivalent being calculated according to the rate of exchange at the time of the raising or borrowing of the money.

(3) Where money is raised or borrowed in a currency other than the currency of the State, the Minister may—

(a) undertake, subject to such terms and conditions as he thinks fit, to bear any loss arising out of changes in the rate of exchange which would increase the cost in the currency of the State of the repayment of the principal of any money raised or borrowed by the Corporation or the payment of interest on such money, or

(b) receive any gain accruing from changes in the rate of exchange which would decrease the cost in the currency of the State of repayment of that principal or payment of that interest.

(4) Stamp duty shall not be chargeable in respect of the issue or transfer of any bonds or other securities issued by the Corporation in pursuance of its powers under this section to secure money raised or borrowed under this section.

(5) The memorandum of association and the articles of association of the Corporation shall be so framed as to authorise the Corporation to borrow money on the security of bonds, debentures or debenture stock issued by it in accordance with the usual practice of limited companies.

Advances by Minister.

[1961, s. 11.]

13. —(1) The Minister may make advances to the Corporation.

(2) Advances under this section shall be made on such terms as to repayment, interest and other matters as may be determined by the Minister.

Guarantee of borrowing.

[1961, s. 5; 1972, s. 4.]

14. —(1) The Minister may guarantee, in such form and manner and in such money (including money in a currency other than the currency of the State) and on such terms and conditions as he thinks fit, the due repayment by the Corporation of the principal of any money raised or borrowed by the Corporation or the payment of interest on such money or both the repayment of the principal and the payment of the interest and any such guarantee may include a guarantee of payment by the Corporation of incidental expenses arising in connection with the borrowing.

(2) The Minister shall not so exercise the powers conferred by subsection (1) that the amount, or the aggregate amount, of principal which he may at any one time be liable to pay on foot of any guarantee or guarantees under that subsection for the time being in force, together with the amount of principal (if any) which the Minister has previously paid on foot of any such guarantees and which has not been paid by the Corporation to the Minister, exceeds £350,000,000.

(3) Where a guarantee under this section is or has been given, the Corporation shall, if the Minister so requires, give to him such security as he may specify for the purpose of securing to the Minister the repayment of any money which he may be liable to pay or has paid under the guarantee.

(4) The Minister shall, as soon as may be after the expiration of every financial year, lay before each House of the Oireachtas a statement setting out with respect to each guarantee under this section given during that year or given at any time before, and in force at, the commencement of that year—

(a) particulars of the guarantee,

(b) in case any payment has been made by the Minister under the guarantee before the end of that year, the amount of the payment and the amount (if any) repaid to the Minister on foot of the payment,

(c) the amount of principal covered by the guarantee which was outstanding at the end of that year.

(5) Money paid by the Minister under a guarantee under this section shall be repaid to the Minister (with, if the Minister so requires, interest thereon at such rate or rates as the Minister specifies) by the Corporation within two years from the date of payment by the Minister.

(6) Where the whole or part of money required by subsection (5) to be repaid to the Minister has not been repaid in accordance with that subsection, the amount so remaining outstanding shall be repaid to the Central Fund out of money provided by the Oireachtas.

(7) Notwithstanding the provision of money under subsection (6) to repay the amount to the Central Fund, the Corporation shall remain liable to the Minister in respect of that amount and that amount (with, if the Minister so requires, interest thereon at such rate or rates as the Minister specifies) shall be repaid to the Minister by the Corporation at such times and in such instalments as the Minister specifies and, in default of repayment as aforesaid and without prejudice to any other method of recovery, shall be recoverable as a simple contract debt in any court of competent jurisdiction.

(8) In relation to a guarantee under this section in money in a currency other than the currency of the State—

(a) each of the references to principal in subsections (2) and (4) shall be taken as referring to the equivalent in the currency of the State of the actual principal, such equivalent being calculated according to the rate of exchange at the time of the giving of the guarantee,

(b) the reference to money in subsection (5) shall be taken as referring to the cost in the currency of the State of the actual money paid.

Guarantee against losses.

15. —(1) The Minister may—

[1961, s. 4.]

(a) guarantee, in such form and manner and on such terms and conditions as he may specify, the due repayment to the Corporation of the principal of any money paid by the Corporation on foot of loans, advances, guarantees to persons in relation to the payment of money by other persons or other credit facilities (including hire-purchase facilities) given, provided or arranged by the Corporation or in respect of which it undertakes any commitments or the payment of interest on such principal or both the repayment of the principal and the payment of the interest, and

(b) recoup the Corporation, on foot of a guarantee under this section, on such terms and conditions as he may specify in respect of any losses incurred by the Corporation in relation to such loans, advances, guarantees or other credit facilities.

(2) The Minister shall not so exercise the powers conferred by subsection (1) that the amount or the aggregate amount of principal which he may at any one time be liable to pay on foot of any guarantee or guarantees under that subsection for the time being in force exceeds £10,000,000.

(3) Money paid by the Minister under a guarantee under this section shall be repaid to the Central Fund out of money provided by the Oireachtas.

(4) Where the whole or any part of the money paid by the Minister on foot of a guarantee under this section is subsequently recovered by the Corporation, the amount recovered shall be repaid by the Corporation to the Minister.

Accounts.

[1947, s. 19; 1969, s. 5.]

16. —(1) The Corporation shall keep, in such form as may be approved by the Minister, all proper and usual accounts of all money received or expended by it, including a profit and loss account and a balance sheet and, in particular, all such special accounts as the Minister may from time to time direct.

(2) As soon as may be after the end of each accounting year, accounts kept under this section shall be submitted by the Corporation to an auditor for audit and, immediately after the audit, a copy of the profit and loss account, the balance sheet and any other such accounts kept pursuant to a direction of the Minister and the auditor's report on the accounts shall be presented to the Minister who shall cause copies thereof to be laid before each House of the Oireachtas.

(3) The Corporation shall supply the Minister with such information regarding the performance of its functions as he may from time to time require.

(4) The Corporation shall not under subsection (3) furnish or be required to furnish any information which would disclose the affairs of any particular depositor, borrower or applicant for a loan.

Membership of Oireachtas.

[cf. 1965, s. 10.]

17. —(1) Where a director of the Corporation is nominated as a member of Seanad Éireann or for election to either House of the Oireachtas, he shall, on accepting nomination as a member of Seanad Éireann or on nomination for such election (as the case may be), cease to be a director of the Corporation.

(2) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit in that House shall, while so entitled, be disqualified from becoming a director of the Corporation.

(3) Where a person who is an employee of the Corporation is nominated as a member of Seanad Éireann or for election to either House of the Oireachtas, he shall, on accepting nomination as a member of Seanad Éireann or on nomination for such election (as the case may be), stand seconded from employment by the Corporation and shall not be paid by, or entitled to receive from, the Corporation any remuneration or allowances—

(a) in case he is nominated as a member of Seanad Éireann, in respect of the period commencing on his acceptance of the nomination and ending when he ceases to be a member of that House,

(b) in case he is nominated for election to either such House, in respect of the period commencing on that nomination and ending when he withdraws his candidature, fails to be elected or ceases to be a member of that House, as the case may be.

(4) A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit in that House shall, while so entitled, be disqualified from becoming an employee of the Corporation.

Appointment of staff.

[cf. 1947, s. 55.]

18. —(1) Subject to subsection (2), appointments to situations in the service of the Corporation shall be made in accordance with such arrangements for securing the appointment of suitable and qualified persons as shall from time to time be determined by the directors, after consultation with the Local Appointments Commissioners, and such arrangements shall include a provision for giving to suitable and qualified candidates, who possess a knowledge of the Irish language of a standard not less than that fixed by the directors, credit in respect of such knowledge.

(2) Subsection (1) shall not apply to—

(a) appointments made in the ordinary course of promotion, or

(b) appointments of casual employees, or

(c) appointments of industrial workers, or

(d) the hiring of persons to perform subordinate duties.

Remuneration of chief officer.

[1975, s. 4.]

19. —There shall be paid by the Corporation to its chief officer such remuneration and allowances as the Corporation, with the consent of the Minister for the Public Service, shall determine.

Superannuation of staff.

[New]

20. —Any alteration in the terms, in operation at the commencement of this Act, governing the grant of pensions, gratuities, allowances or other payments on resignation, retirement or death, to or in respect of a member of the permanent staff of the Corporation, including its chief officer, or any other arrangement to provide for benefits additional to the terms referred to above shall not take effect unless the said alteration or arrangement has the consent of the Minister for the Public Service.

Evidence of debt to Corporation.

[1947, s. 53; 1965, s. 8.]

21. —In any proceedings for the recovery by the Corporation of any money owing to the Corporation, a certificate purporting to be sealed with the seal of the Corporation stating that a specified sum of money was due at the date of the certificate to the Corporation by a specified person shall, at any time within one month after the date of the certificate and without proof of the seal of the Corporation or of the due affixing thereof to the certificate, be evidence that the sum specified in the certificate is and remains due and owing to the Corporation by the person and on the account or accounts specified in the certificate.

Alteration of memorandum and articles of association.

[cf. 1961, s. 14; 1975, s. 6.]

22. —It shall be lawful for the Corporation to make such alterations in its memorandum or articles of association as are necessary to make them consistent with this Act and such alterations shall be in such form as is approved by the Minister.