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CREDIT UNION ACT, 1997
Amalgamations and Transfers of Engagements
Amalgamation of credit unions.
128. —(1) Subject to compliance with section 130 , any two or more credit unions may amalgamate by forming a credit union as their successor.
(2) In order to form a credit union as their successor the amalgamating credit unions shall—
(a) agree on the rules for the regulation of their successor which comply with the requirements of the First Schedule ;
(b) each approve the terms of the amalgamation by a special resolution, which also approves the rules of their successor; and
(c) jointly make an application under section 131 to the Registrar for the confirmation of the amalgamation and send to the Registrar three copies of the rules of their successor, each copy signed by the secretary of each of the credit unions.
(3) If the Registrar—
(a) confirms the amalgamation under section 131 , and
(b) is satisfied as respects the matters as to which he must be satisfied before he registers the rules of a credit union,
the Registrar shall register the rules of the successor credit union and issue to it a certificate of confirmation of his approval of the amalgamation and specify a date (“the specified date”) as from which the registration takes effect.
(4) On the specified date, all the property, rights and liabilities of each of the credit unions whose amalgamation was confirmed by the Registrar shall by virtue of this subsection stand transferred to and vested in the credit union so registered as their successor.
(5) On the specified date, each of the credit unions to which the successor succeeds shall be dissolved by virtue of this subsection; but the transfer effected by subsection (4) shall be deemed to have been effected immediately before the dissolution.
Transfer of engagements between credit unions.
129. —(1) Subject to compliance with section 130 , a credit union may transfer its engagements to another credit union which, in accordance with this section, undertakes to fulfil the engagements.
(2) A credit union, in order—
(a) to transfer its engagements, or
(b) to undertake to fulfil the engagements of another credit union,
shall resolve to do so by a special resolution or, if the Registrar consents in either case in circumstances where he considers it expedient to do so, by a resolution of the board of directors.
(3) The transfer shall be recorded in an instrument of transfer of engagements.
(4) A transfer of engagements between credit unions shall be of no effect unless—
(a) the transfer is confirmed by the Registrar under section 131 ; and
(b) a certificate of confirmation of the transfer is issued in respect of the transfer under subsection (5)(b).
(5) Where the Registrar confirms a transfer of engagements between credit unions, he shall—
(a) register a copy of the instrument of transfer of engagements; and
(b) issue to the credit union taking the transfer a certificate of confirmation of the transfer;
and, on such date as is specified in the certificate, all the property, rights and liabilities of the credit union transferring its engagements shall, by virtue of this subsection, stand transferred to and vested in the credit union taking the transfer.
(6) Where its engagements have been transferred, a credit union shall, by virtue of this subsection, be dissolved on the date specified in the certificate issued under subsection (5)(b); but the transfer effected by subsection (5) shall be deemed to have been effected immediately before the dissolution.
Statement for members relating to proposed amalgamation or transfer of engagements.
130. —(1) A credit union which proposes—
(a) to amalgamate with one or more other credit unions,
(b) to transfer its engagements to another credit union, or
(c) to undertake to fulfil the engagements of another credit union,
shall, subject to subsection (2), cause to be sent to every member entitled to notice of a general meeting of the credit union and to the auditor of the credit union a statement, in such form as the Registrar may direct, showing the matters specified in subsection (3), together with a copy of the annual accounts for the most recent financial year.
(2) If, in the case of a credit union proposing to transfer its engagements or to fulfil the engagements of another credit union, the Registrar has consented under section 129 to the credit union proceeding by a resolution of its board of directors, subsection (1) shall not apply but, within the seven days following the meeting of the board at which that resolution is passed, the secretary of the credit union shall send to every member and to the auditor of the credit union—
(a) notice of the resolution passed by the board of directors; and
(b) a statement, in such form as the Registrar may direct, showing the matters specified in subsection (3).
(3) The matters referred to in subsection (1) are—
(a) the financial position of each credit union concerned (as appearing from the most recent unaudited monthly statements);
(b) details of any payments proposed to be made to members of each credit union concerned in consideration of the proposed amalgamation or transfer;
(c) any changes to be made, in connection with the amalgamation or transfer, in the terms governing outstanding loans;
(d) the details of the arrangements proposed in relation to employees of each credit union; and
(e) any other matter which the Registrar may require in the case of a particular amalgamation or transfer.
(4) No statement shall be sent to the members of a credit union under subsection (1) unless its contents have been approved by the Registrar but, subject to that, such a statement shall be so sent that every member referred to in that subsection receives it not later than the date on which he receives notice of any resolution which—
(a) is in favour of the proposal concerned; and
(b) is to be moved at a general meeting of the credit union.
Confirmation of amalgamation or transfer.
131. —(1) An application for confirmation by the Registrar of an amalgamation of credit unions or a transfer of engagements shall be made in such manner as the Registrar may specify.
(2) A credit union which makes, or joins in making, an application for confirmation of an amalgamation or a transfer shall, within seven days after the date of the application, cause to be published, in at least two daily newspapers published in the State and circulating in the areas in which the registered offices of the credit unions concerned in the proposal are situated, a notice giving particulars of the application and indicating that representations relating to it (whether for or against) may be made in writing to the Registrar within such period (being not less than 21 days after the date of publication of the notice) as may be specified in the notice.
(3) A notice under subsection (2) shall be in such form as the Registrar may specify and shall indicate that a copy of the statement prepared under section 130 may be obtained on demand at the registered office of the credit union during the ordinary office hours of the credit union.
(4) Representations relating to an application under subsection (1) may be made to the Registrar within the period specified in the relevant notice published under subsection (2).
(5) The Registrar shall allow the credit union or credit unions seeking confirmation of an amalgamation or transfer an opportunity to comment on any representations made before the expiry of such period as the Registrar may specify in a notice to the credit union or credit unions.
(6) The Registrar, having considered any application, representation and comment under this section, shall either—
(a) confirm the amalgamation or transfer, subject to such conditions (if any) as he considers appropriate; or
(b) subject to subsection (7), refuse to confirm the amalgamation or transfer if he is satisfied that—
(i) confirmation would be contrary to the public interest or the Registrar's functions as respects credit unions; or
(ii) in the case of an amalgamation or in the case of a transfer which was the subject of a special resolution, some information material to the members' decision about the amalgamation or transfer was not made available to all the members eligible to vote; or
(iii) some relevant requirement of this Act (including, in particular, section 6 ) or the rules of any of the credit unions participating in the amalgamation or transfer was not fulfilled or not fulfilled as regards that credit union.
(7) The Registrar shall not be precluded from confirming an amalgamation or transfer by virtue only of the non-fulfilment of some relevant requirement of this Act or the rules of a credit union if it appears to the Registrar that it could not have been material to the members' decision about the amalgamation or transfer and the Registrar is satisfied that the failure may be disregarded for the purposes of this section.
(8) A failure to comply with a requirement of this Part or any rules of a credit union shall not invalidate an amalgamation or transfer, but a credit union which and any person who fails to comply with a requirement of this Part shall be guilty of an offence.
Distribution to members.
132. —(1) Where the terms of an amalgamation of, or transfer of engagements between, credit unions include provision for the distribution among any of the members of the participating credit unions of part of the funds of one or more of those credit unions in consideration of the amalgamation or transfer, then in the case of each of the credit unions concerned in the amalgamation or transfer—
(b) the Registrar must give consent as mentioned in subsection (2).
(2) Where, in the case of a credit union proposing to transfer its engagements or to fulfil the engagements of another credit union—
(a) the terms of the proposed transfer of engagements include provision for a distribution of funds as in subsection (1), and
(b) the Registrar is considering under section 129 (2) whether to give consent to the credit union proceeding by way of a resolution of its board of directors, rather than by special resolution,
the Registrar shall not give that consent unless he is satisfied that the distribution proposed to be made by each credit union concerned is, in all the circumstances, justified and reasonable.
(3) Any reference in this section to a distribution of funds, with reference to members, includes a reference to a distribution by means of a special rate of interest available to members for a limited period.