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Establishment, Incorporation And Constitution Of Societies

Volume 98: debated on Wednesday 4 June 1986

The text on this page has been created from Hansard archive content, it may contain typographical errors.

Amendments made: No. 258, in page 142, line 32, leave out from 'society' to end of line 33.

No. 259, in page 142, line 34, leave out 'the society with the' and insert 'it with a'.

No. 260, in page 142, line 35, leave out sub-paragraph (3) and insert—

'(3) On registering a building society under sub-paragraph (2) above, the central office shall—
  • (a) retain and register one copy of the memorandum and of the rules,
  • (b) return another copy to the secretary of the society, together with a certificate of registration, and
  • (c) keep another copy, together with a copy of the certificate of incorporation, and of the certificate of registration of the memorandum and the rules, in the public file of the society.'.
  • No. 261, in page 144, leave out lines 31 to 34.

    No. 262, in page 145, line 39, after 'copy', insert

    ', together with a copy of the certificate of registration of the alteration,'.

    No. 263, in page 149, line 34, leave out 'supply' and insert 'give'.

    No. 264, in page 149, line 37, leave out 'supplied' and insert 'given'.

    No. 265, in page 150, line 18, at end insert—

    '(4) For the purposes of this Act "registered address", in relation to a member of a building society, means—
  • (a) the address shown in the register maintained under this paragraph, except in a case where paragraph (b) below applies;
  • (b) where the member has requested that communications from the society be sent to some other address, that other address.
  • Exception to duties to send documents

    13A. – (1) A building society is not obliged by any provision of this Act or its rules to send a notice or other document to a member in whose case the society has reason to believe that communications sent to him at his registered address are unlikely to be received by him.

    (2) Where the requirement relates to notice of a meeting or postal ballot of the society, the society must, instead, comply with the advertising requirements of paragraph 32 below.'.

    No. 266, in page 154, line 37, leave out 'sent', and insert 'given'.

    No. 267, in page 154, line 42, leave out 'sent' and insert 'given'.

    No. 268, in page 155, line 34, leave out from `(b)' to `in' in line 35.

    No. 269, in page 155, line 38, at end insert

    ', at the beginning of the period of 56 days immediately preceding the voting date for members voting in person at a meeting or, as the case may be, on a postal ballot.'.

    No. 270, in page 155, line 41, leave out from beginning to end of line 46 and insert

    'he holds shares in the society to a value not less than the prescribed amount or such lesser amount as may be specified in the rules.'.

    No. 271, in page 157, line 35, at end insert—

    ". No resolution of a building society shall be passed as a borrowing members' resolution unless it is required to be so passed by or under any provision of this Act or by the rules of the society.'.

    No. 272, in page 158, line 11, at end insert—

    'Transfer resolutions

    27A. – (1) The transfer resolutions required for the purposes of section (Transfer of business to commercial company), for the approval by members of a building society of a transfer of its business are two resolutions, of which—

  • (a) one is passed as a borrowing members' resolution, and
  • (b) the other ("the requisite shareholders' resolution") is passed in accordance with sub-paragraphs (2) to (5) below.
  • (2) In a case where the successor is to be a specially formed company, the requisite shareholders' resolution—

  • (a) must be passed as a special resolution, and
  • (b) must be passed on a poll on which not less than 20 per cent. of the members of the society qualified to vote on a special resolution voted;
  • and the notice of the resolution required by sub-paragraph (a) or sub-paragraph (b) of paragraph 26(1) above, as the case may be, must specify that the resolution will not be effective unless both of the requirements specified in this sub-paragraph are fulfilled.

    (3) Subject to any direction under sub-paragraph (5) below, in a case where the successor is to be an existing company, the requisite shareholders' resolution must be passed as a special resolution and either—

  • (a) must be passed by not less than 50 per cent. of the members qualified to vote on a special resolution, or
  • (b) must be passed by the holders, being members qualified to vote on a special resolution, of shares in the society to a value, on the voting date, representing not less than 90 per cent. of the total value of the shares held on that date by the members so qualified to vote;
  • and, in either case, the resolution must be a resolution in relation to which the notice required by paragraph 26 above includes a statement specifying that the resolution will not be effective unless either of the above requirements is fulfilled has been duly given.

    (4) If the Commission considers it expedient, in relation to a transfer of the business of a building society to an existing company, to do so for the purpose of protecting the investments of the sharholders of or depositors with the society, the Commission may give a direction under sub-paragraph (5) below.

    (5) A direction under this sub-paragraph is a direction that, for the purposes of the transfer of business specified in the direction, the requisite shareholders' resolution is to be effective if it is passed as a special resolution.

    (6) The Treasury, after consultation with the Commission may by order amend sub-paragraph (2) (b), (3) (a) or (3) (b) above so as to substitute for the percentage for the time being specified in the sub-paragraph such other percentage as it thinks appropriate.

    (7) The power to make orders under sub-paragraph (6) above is exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

    (8) In this paragraph "voting date", with reference to a requisite shareholders' resolution, has the same meaning as in paragraph 22(7) above. '.

    No. 273, in page 158, line 18, leave out 'and (5)' and insert '(4A) and (4B)'.

    No. 274, in page 158, line 23, leave out sub-paragraph (b).

    No. 275, in page 158, in line 26, leave out 'circulate' and insert 'send'.

    No. 276, in page 158, line 27, after 'meeting', insert 'a copy of'.

    No. 277, in page 158, line 28, leave out '200' and insert `100'.

    No. 278, in page 158, line 31, after first 'number' insert—

  • `(i) in the case of a society with a qualifying asset holding, is fifty or such lesser number as is specified for the purpose in the rules of the society, and
  • (ii) in the case of any other society'.
  • No. 279, in page 159, line 2, leave out from 'send' to second 'a' and insert

    `notices of a resolution or copies of'.

    No. 280, in page 159, line 4, after 'or', insert,

    ', as the case may be,'.

    No. 281, in page 159, line 8, at end insert

    `or for frivolous or vexatious purposes.'.

    No. 282, in page 159, line 12, at end insert—

    `(4A) If the rules of a building society so provide, sub-paragraph (1) above 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.
    (4B) No copies of a statement with respect to a resolution shall be sent to members of a building society if, on any of the grounds in sub-paragraph (4) or (4A) above, the society does not give the notice of the resolution to them required by sub-paragraph (1)(a) above.'.

    No. 283, in page 159, line 13, leave out from beginning to end of line 26 and insert—

    '(5) The Commission shall hear and determine any dispute arising under sub-paragraph (4)(a) above,'.

    No. 284, in line 40, leave out from 'The' to 'statement' and insert

    'notices of a resolution and the copies of a'.

    No. 285, in line 41, leave out '28(1) (b)' and insert '28(1) (a)'.

    No. 286, in line 44, leave out 'copies' and insert `them'.

    No. 287, in line 47, leave out from 'Where', to second `of and insert

    `notices of a resolution or copies'.

    No. 288, in page 160, line 4, after first 'a', insert `notice or'.

    No. 289, in page 160, line 6, after first 'a', insert `notice or'.

    No. 290, in page 162, line 7, leave out from beginning to 'For' in line 1 on page l63 and insert—

    'Advertising requirements in lieu of notice of meetings, etc.

    32. — (1) The advertising requirements referred to, in relation to notices of meetings or postal ballots of building societies, are as follows.

    (2) Notice of the holding of the meeting or of the postal ballot must be given either—

  • (a) by displaying a notice in a prominent position in every branch office, or
  • (b) by advertisement in one or more newspapers circulating in the areas in which the members of the society reside,
  • according as the rules of the society provide.

    (3) The notice must be so given not later than 21 days before the date of the proposed meeting or, as the case may be, the final date for the receipt of completed ballot papers.

    (4) The notice shall state where members may obtain copies of the resolutions and any statements with respect to the matter referred to in a resolution, forms relating to voting by proxy and, in the case of a postal ballot, the ballot papers.

    The prescribed amount

    33.—(1).'.

    No. 291, in page 163, line 10, leave out Part IV. — [Mr. Ian Stewart.]