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17 1989

BUILDING SOCIETIES ACT, 1989

PART VI

Meetings, Resolutions, Voting, etc.

Annual general meeting.

67. —(1) Subject to subsections (2) and (3), a building society shall hold a meeting in the State, in the first 4 months of each financial year, as its annual general meeting (in addition to any other meetings in that year), and shall specify the meeting as such in the notices calling it.

(2) A society need not hold an annual general meeting in the year in which it is incorporated.

(3) The Central Bank may at its discretion, upon application being made to it in writing by a society, fix a longer period than 4 months for the purposes of subsection (1).

(4) Where default is made in complying with subsection (1), the Central Bank may call or direct the calling of an annual general meeting and give such ancillary or consequential directions as it thinks expedient, including directions modifying or supplementing the operation of the rules of the society in relation to the calling, holding and conduct of the meeting.

(5) Notwithstanding anything in the rules of a society, the business which may be dealt with at the annual general meeting may include any resolution (including as special resolution or a conversion resolution).

Notice of meetings.

68. —(1) Any provision in the rules of a building society shall be void to the extent that it provides for the calling of a meeting of the society (other than an adjourned meeting) by less than 21 or more than 42 days' notice expiring with the date of the meeting or, if earlier, the date specified by the society, under its rules, as the final date for the receipt of instruments appointing proxies to vote at the meeting.

(2) A meeting of a society called by a shorter notice than 21 days' notice shall be deemed to have been properly called if it is so agreed by the Central Bank on application being made to it in writing by the society.

(3) A society shall give notice of a meeting of the society—

(a) by sending to every person entitled to notice of the meeting a notice in such form as the Central Bank may direct, or

(b) with the consent of the Central Bank given where the Bank considers it proper in the circumstances, by publishing in at least 2 daily newspapers published in the State and circulating in the area in which the chief office of the society is situated a notice in such form as the Bank may direct.

(4) Where notice of a meeting is given in accordance with subsection (3) (b), any other requirement under this Act to send to members with the notice of or in connection with a meeting a proxy instrument, notice or other document shall be satisfied as respects it if either—

(a) it is published along with the notice, or

(b) the notice under subsection (3) (b) states that it may be obtained at all offices of the society during normal office hours,

as the Central Bank may direct.

(5) Notice of a meeting of a society shall be given to every member of the society eligible to vote on the date of the notice and to the Central Bank.

(6) Neither accidental omission to give notice of a meeting of a society to a person entitled to receive notice of the meeting nor the non-receipt by such a person of a notice of such a meeting shall invalidate the proceedings at that meeting.

Members' entitlement to vote on resolutions.

69. —(1) Subject to section 16 and this section, the persons entitled to vote on a resolution of a building society are—

(a) on a resolution, other than a conversion resolution, all the members who at the end of the last financial year of the society before the date of the meeting or the postal ballot, as the case may be, had held continuously shares to the value of not less than £100 for the preceding period of 6 months and continue to hold such shares on the voting date; and

(b) on a conversion resolution, all members within the meaning of paragraph (a) and all other persons who were borrowing members within the meaning of section 71 (2) at the end of the last financial year and continue to be so on the voting date.

(2) Subject to subsection (3), any provision in the rules of a society is void to the extent that it would have the effect of restricting the rights conferred by subsection (1) but nothing in this section implies that a society cannot in its rules grant voting rights to members of any description.

(3) On a vote on a resolution, which under this Act will not be effective unless it is passed as a special resolution or a conversion resolution, each member entitled to vote shall have one vote.

(4) In this section “voting date”, with reference to any resolution, means—

(a) the date of the meeting at which the resolution is moved, except where paragraph (b) applies; and

(b) where voting on the resolution is to be conducted by postal ballot, the date which the society specifies as the final date for the receipt of completed ballot papers.

Special resolution.

70. —(1) No resolution of a building society shall be passed as a special resolution unless it is required to be so passed by or under this Act or by the rules of the society.

(2) A resolution of a society shall be a special resolution when it has been passed by a majority of such members of the society as, being entitled to do so—

(a) vote in person or by proxy on a poll on the resolution at a meeting of the society of which notice specifying the intention to move the resolution as a special resolution has been duly given; or

(b) vote in a postal ballot on the resolution of which notice specifying that the resolution will not be effective unless it is passed as a special resolution has been duly given.

(3) The terms of any special resolution before a general meeting of a society may be amended by ordinary resolution moved at the meeting if the chairman of the meeting is satisfied that the terms of the resolution as amended will still be such that adequate notice of the intention to move the resolution can be deemed to have been given.

Conversion resolutions.

71. —(1) A resolution of a society shall be a conversion resolution when it has been passed by a majority of such members of the society as, being entitled to do so—

(a) vote in person or by proxy on a poll on the resolution at a meeting of the society of which notice specifying the intention to move the resolution as a conversion resolution has been duly given; or

(b) vote in a postal ballot on the resolution of which notice specifying that the resolution will not be effective unless it is passed as a conversion resolution has been duly given.

(2) For the purposes of this section and Part XI a person is a borrowing member of a society at any time if at that time his indebtedness to the society is in respect of—

(a) a loan, made under the repealed enactments, secured by the mortgage of freehold or leasehold estate or interest in a house, or

(b) a housing loan,

and if, in either case, the amount of his mortgage debt is not less than £500 or such other amount as the Central Bank may, from time to time, prescribe by regulation.

Proxies.

72. —(1) A member of a building society who is entitled to attend and vote at a meeting of the society may appoint another person (whether a member of the society or not) as his proxy to attend, speak and, subject to subsection (2), to vote at the meeting instead of him, and may direct the proxy how to vote at the meeting.

(2) A proxy is entitled to vote on a poll but, subject to any provision in the rules of the society, not otherwise.

(3) In every notice calling a meeting of a society there shall appear with reasonable prominence a statement—

(a) that a member entitled to attend and vote may appoint a proxy to attend, speak and vote instead of him;

(b) that the proxy need not be a member of the society; and

(c) that the member may direct the proxy how to vote at the meeting.

(4) Every notice calling a meeting of a society shall have annexed to it one instrument for appointing a proxy for completion by the member if he wishes to appoint a proxy.

(5) Any provision in the rules of a society shall be void to the extent that it would have the effect of requiring the instrument appointing a proxy or any other document necessary to show the validity of, or otherwise relating to the appointment of a proxy to be received by the society or any other person more than 10 days before a meeting or adjourned meeting in order that the appointment may be effective at the meeting or adjourned meeting.

(6) The instrument appointing a proxy shall be in such form as the Central Bank may direct and the Bank may specify as respects a proxy instrument—

(a) matters to be included in or excluded from the instrument, and

(b) the declarations to be made in the instrument by the member appointing a proxy.

(7) Except at the written request of a member, no instrument for the appointment of a proxy shall be issued by a society or at the society's expense apart from the instruments issued under subsection (4).

(8) A society shall keep in a safe place for a period of one year from the date of their receipt all instruments appointing proxies and requests from members under subsection (7).

Right to demand a poll.

73. —(1) Any provision in the rules of a building society shall be void in so far as it would have the effect either—

(a) of excluding the right to demand a poll at a meeting of the society on any question other than the election of the chairman of the meeting or the adjournment of the meeting, or

(b) of making ineffective a demand for a poll on any such question which is made by not less than 10 members having the right to vote at the meeting.

(2) The instrument appointing a proxy to vote at a meeting of a society shall be deemed also to confer authority to demand or join in demanding a poll, and, for the purposes of subsection (1), a demand by a person as a proxy for a member or members shall be the same as a demand by the member or members.

Members' right to propose and circulate resolutions.

74. —(1) If 25 members, or such lesser number as may be specified in the rules of a building society, who are entitled to vote on a resolution, give notice in writing to the society of their intention to move, or to cause to be moved on their behalf, at an annual general meeting, a resolution (the text of which is included in the notice), other than a conversion resolution, it shall be the duty of the society, subject to subsections (2), (3) and (9)

(a) to include in the notice of the annual general meeting a notice specifying the intention to move the resolution, or to cause it to be moved on their behalf, at the meeting and, where applicable, the intention to move it as a special resolution; and

(b) at the request of the members intending to move the resolution, or to cause it to be moved on their behalf, to send to each member entitled to receive notice of the meeting a copy of a statement of not more than 300 words with respect to the matter referred to in the resolution.

(2) Subsection (1) does not require a society to send notices of a resolution or copies of a statement to members of the society in any case where—

(a) the contents of the resolution or, as the case may be, the statement would be likely to diminish substantially public confidence in the society;

(b) the rights conferred by subsection (1) are being abused to seek needless publicity for defamatory matter or for frivolous or vexatious purposes; or

(c) if the resolution were passed, the society would be involved in activities likely to be ultra vires;

and that subsection shall not be taken to confer any rights on members, or to impose any duties on a society, in respect of a resolution or statement which does not relate directly to the affairs of the society.

(3) If the rules of a society so provide, subsection (1) does not require notice of a resolution to be given to members of the society if the resolution is in substantially the same terms as any resolution which has been defeated at a meeting or on a postal ballot during the period beginning with the third annual general meeting before the date on which notice of the resolution is given to the society.

(4) Where the society refuses, or proposes to refuse to give notice of a resolution or to send to members a statement submitted under subsection (1), it shall within 14 days after the receipt of the resolution notify the members who submitted it of such refusal and the grounds for the refusal and the said members may within 7 days of the refusal refer the refusal to the Central Bank who may direct the society to circulate the resolution or the statement subject to such conditions as the Bank may require.

(5) No copies of a statement with respect to a resolution shall be sent to members of a society if, on any of the grounds in subsection (2) or (3), the society does not give the notice of the resolution to them required by subsection (1) (a).

(6) Notice of a resolution given under subsection (1) must be given to the society not later than the last day of the financial year of the society preceding the financial year in which is held the annual general meeting at which it is intended to move the resolution and any statement to be sent to members under subsection (1) (b) must also be sent to the society not later than that day.

(7) The notice of a resolution and the copies of a statement required to be sent to members by subsection (1) (a) or (b) shall be sent to them in the same manner and (so far as practicable) at the same time as the notice of the annual general meeting at which the resolution is intended to be moved, and, where it is not practicable for them to be sent at the same time as the notice, they shall be sent as soon as practicable thereafter.

(8) Where notices of a resolution, or copies of a statement in respect of a resolution intended to be moved at a meeting are required to be sent to any persons, the proceedings at the meeting are not invalidated by—

(a) the accidental omission to send a notice or copy to a person entitled to receive one, or

(b) the non-receipt of a notice or copy by such a person.

(9) This section shall not apply to a special resolution where, in the case of a society which, under the repealed enactments, was entitled to issue shares to which voting rights did not attach—

(a) 75 per cent. of the holders of that class of shares, issued before 15 August, 1984, to which voting rights then attached consider that the resolution would, if passed, be unreasonable having regard to their interests;

(b) the shareholders referred to in paragraph (a), in accordance with the rules of the society, refer the question for arbitration and, for this purpose, the rules shall be deemed to be an arbitration agreement within the meaning of the Arbitration Acts, 1954 and 1980; and

(c) the arbitrator finds that the resolution would, if passed, be unreasonable having regard to the interests of the shareholders referred to in paragraph (a).

Postal ballots.

75. —(1) The rules of a building society may provide for the voting in an election of directors or on any resolution of the society to be conducted in all or in any particular circumstances by postal ballot; and in this Act “postal ballot”, in relation to an election, or a resolution of the society, means the postal ballot, if any taking place by virtue of those rules in the case of the election or the resolution in question.

(2) Where, under the rules of a society, a postal ballot is to take place, the following provisions of this section have effect.

(3) Notice of a postal ballot shall be given not less than 21 nor more than 42 days before the date which the society specifies as the final date for the receipt of completed ballot papers (referred to in this section as the “voting date”).

(4) Subject to the provisions of this Part, notice of a postal ballot shall be given to every member of the society who would be entitled to vote in the election or on the resolution if the voting date for the election or the resolution fell on the date of the notice.

(5) Notice of a postal ballot shall contain a ballot paper and such other notices relating to the election or resolution, and shall be accompanied by such other documents, as would be required to be given or sent to a member in connection with notice of a meeting, had it been intended to hold the election or vote on the resolution at a meeting instead of by postal ballot with the exception, however, of any notice relating to voting by proxy at a meeting.

(6) Accidental omission to give notice of a postal ballot, or to send any document required by subsection (5) to accompany such a notice, to a person entitled to receive it, or non-receipt of such a notice or document by that person, does not invalidate the postal ballot.