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38 1976

BUILDING SOCIETIES ACT, 1976

PART II

Establishment, Rules, Powers etc. of Societies

Establishment of a society.

8. —Any ten or more persons not disqualified under this Act may establish a society by agreeing on rules for the government of the society which comply with section 10 and by complying with the requirements of section 11 (1).

Use of certain words.

9. —(1) The words “building society” or the words “cumann foirgníochta” shall be included in the name of a society.

(2) A person other than a society or other than a public utility society in existence at the commencement of this section shall not use in reference to itself or himself a name, title or descriptive expression containing the words “building society” or the words “cumann foirgníochta” or any translation, variant or derivative of those words.

Rules.

10. —(1) The rules of every society shall specify—

(a) the name of the society;

(b) the manner in which the funds of the society are to be raised;

(c) the terms on which shares are to be issued and repaid;

(d) whether preferential shares are to be issued and, if so, within what limits;

(e) in the case of a society incorporated on or after the commencement of this section, provision for the issue of shares in compliance with section 18;

(f) whether the society intends to borrow money and, if so, within what limits;

(g) whether deposits are to be accepted and, if so, on what terms;

(h) the purposes to which the funds of the society are to be applied and the manner in which they are to be invested;

(i) the manner in which loans are to be made and repaid, any deductions for premiums, and the conditions on which a borrower can redeem the amount due from him before the expiration of the period for which the loan was made;

(j) provision for the custody of the mortgage deeds and other securities belonging to the society;

(k) the manner in which losses are to be ascertained and provided for;

(l) the powers and duties of the board of directors and other officers;

(m) the manner of appointing, remunerating, and removing the board of directors and other officers (including the filling of casual vacancies), and the manner of remunerating auditors;

(n) provision for the use of the seal of the society;

(o) the right of members to requisition meetings, the form of notice for the convening of meetings and the manner of service of the notice;

(p) the manner in which notice of any resolution (including a special resolution) to be moved at meetings is to be given to members;

(q) the procedure to be observed at meetings;

(r) the voting rights of members, the right of a member to appoint a proxy and demand a poll and the manner in which a poll is to be taken;

(s) whether disputes between the society and any of its members, or any person claiming by or through any member or under the rules, shall be settled by reference to a court, the Registrar or arbitration;

(t) any fines and forfeitures to be imposed on members of the society;

(u) the manner in which membership of the society is to cease;

(v) the manner in which the society may be wound up.

(2) (a) The rules of a society shall be binding on each of the members and officers of the society and on all persons claiming on account of a member or under the rules, and all members, officers and such persons shall be taken to have full notice of the rules.

(b) A society shall supply to any person requiring it a copy of its rules and may charge for the copy a fee of such amount as may from time to time be fixed by the Registrar.

(3) The Minister may prescribe rules in respect of a matter referred to in subsection (1), either generally or by reference to a specified class or classes of rules or societies, denoted by reference to such matters as the Minister may consider appropriate.

(4) (a) Where rules of a specified class or classes have been prescribed under subsection (3) and the rules of a society established before the commencement of regulations under that subsection are not in the opinion of the Registrar substantially in accordance with the rules as so prescribed, the Registrar shall notify the society of his opinion within six months after the commencement of the regulations, and in such a case the prescribed rules shall (with effect from a date, specified by the Registrar, not earlier than one year from the commencement of the regulations) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

(b) A society may within a period of three months beginning on the date of receipt of the Registrar's opinion under this subsection appeal to the Court against the opinion.

(c) Where an appeal under this subsection is upheld the rules of the society may remain in operation.

(d) Where an appeal under this subsection fails the rules prescribed shall (with effect from a date not earlier than one year from the commencement of the regulations or six months after the date of the Court's decision on the appeal, whichever is the later) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

Registration of rules and incorporation of a society.

11. —(1) Where ten or more persons not disqualified under this Act agree on rules for the purpose of establishing a society they shall deliver two copies of the rules, signed by not less than ten of the persons, to the Registrar.

(2) Where copies of rules are delivered to the Registrar in accordance with subsection (1), the Registrar may at his discretion, but subject to this section, register or refuse to register the rules.

(3) The Registrar, if he is satisfied that the rules comply with the relevant requirements of this Act, shall not refuse to register rules delivered to him under subsection (1) unless he is of the opinion that the rules are not substantially in accordance with any rules prescribed under section 10 (3) or that the name of the proposed society is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(4) Whenever the Registrar decides to refuse to register rules delivered to him under subsection (1), he shall, within six months of such delivery, notify the signatories of the rules of his decision and of his reasons for it, and an appeal may be made to the Court against the decision by not less than ten such persons.

(5) Where copies of rules are delivered to the Registrar under subsection (1) and he does not decide to refuse to register the rules, he shall retain and register one copy, return the other copy to the society, together with a certificate of incorporation of the society in a prescribed form, and notify the registration to the Minister, the Minister for Finance and the Central Bank.

(6) From the date of its incorporation a society shall be a body corporate (with the name contained in its rules) having perpetual succession and a common seal.

(7) A certificate of incorporation given under this section by the Registrar shall be sufficient evidence until the contrary is shown that all the requirements of this Act relating to registration of rules and matters precedent and incidental to registration of rules have been complied with and that the society is a society authorised to be incorporated and was duly incorporated under this Act.

Alteration of rules.

12. —(1) A society may by special resolution alter its rules.

(2) A society altering its rules shall forward to the Registrar two copies of the alteration (or, in the case of a rescission, two copies of the resolution) signed by three members and the secretary, together with a letter signed by the secretary confirming that a special resolution has been passed in relation to the alteration.

(3) Where copies are forwarded to the Registrar in accordance with subsection (2) and he finds that the alteration is in accordance with this Act, he shall return one of the copies to the secretary together with a certificate of registration in a prescribed form, and shall retain and register the other copy.

(4) An alteration under this section shall not have effect until registered under subsection (3).

(5) Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.

(6) Where the Registrar refuses to register under subsection (3) a copy of an alteration or of a resolution forwarded to him under subsection (2), he shall, within two months of the receipt by him of the copies, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(7) This section does not apply to a rule of a society providing for the name of the society.

Change of name.

13. —(1) A society may change its name by special resolution.

(2) Notice of a change of name under this section shall be sent by the society to the Registrar together with two copies of the resolution (signed by three members and the secretary) and a letter signed by the secretary confirming that the resolution has been passed as a special resolution.

(3) Subject to subsection (4), the Registrar shall register the change of name and send to the secretary a certificate of such registration in a prescribed form.

(4) The Registrar shall not refuse to register a change of name by a society sent to him under subsection (2) unless he is of the opinion that the proposed name is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(5) Where the Registrar refuses to register under subsection (3) a change of name sent to him under subsection (2), he shall, within two months of receiving notice of the change of name, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(6) A change of name shall not affect any right or obligation of a society or of any member or other persons concerned, or render defective any legal proceedings by or against the society, and any legal proceedings commenced against it by its former name may be continued against it by its new name.

(7) (a) In a case to which this subsection applies, the Registrar may require a society to change its name by giving it notice to that effect.

(b) This subsection applies to the following cases—

(i) where, in the opinion of the Registrar, a society incorporated before the commencement of this section is registered by a name which is either undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive,

(ii) where a society, on its first registration or on its registration by a new name, is registered (through inadvertence or otherwise) by a name which, in the opinion of the Registrar, is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive.

(8) Where notice is given under subsection (7) to a society it shall be allowed such period as the Registrar may direct to comply with the notice and, in the event of the society's failure to comply with the notice in that period, the Registrar may proceed to suspend the registration of the society under section 94.

(9) A society may appeal to the Court against a notice of the Registrar under subsection (7).

Chief office.

14. —(1) A society shall, as from the day on which it begins to carry on business or the fourteenth day after the date of its incorporation, whichever is the earlier, have an office in the State (to be known as its chief office) to which all communications and notices may be addressed.

(2) Notice of the situation of the chief office and of any change therein shall be given by a society within 14 days after the date of the incorporation of the society or the date of the change (as may be appropriate) to the Registrar, who shall register the information and give to the society a certificate of such registration in a prescribed form.

Use of registered name.

15. —(1) A society shall not use any name or title other than its registered name.

(2) A society shall—

(a) paint or affix its name in a conspicuous position in easily legible letters on the outside of each of its offices or places of business,

(b) have its name engraved in legible characters on its seal,

(c) mention its name in all notices, letters, cheques, receipts or other documents purporting to be issued or sent by or on behalf of it,

(d) include in all its letters particulars of its place of incorporation, the number with which it is registered and the address of its chief office.

(3) The use by a society, in addition to the registered name of the society, of an abbreviated version of that name, shall not be a breach of the provisions of this section.

Land and buildings.

16. —(1) A society shall, so far as is necessary for the purpose for which it was established, have power to hold land with the right of sale.

(2) A society may purchase, build, hire or take on lease a building for conducting its business and may adapt, extend and furnish such a building.

(3) A society may purchase or hold on lease any land for the sole purpose of erecting on it a building for conducting the business of the society.

(4) A society may sell, exchange or let the whole or part of any building or land mentioned in subsection (2) or (3).

(5) Any land or building to which a society becomes absolutely entitled by surrender or other extinguishment of the right of redemption shall, as soon as practicable, be sold or converted into money.

Membership.

17. —(1) Every person holding one or more shares in a society shall be a member of the society.

(2) Subject to its rules, a society may allow a person to whom a loan is being or has been made to become a member without holding a share in the society, and the liability of such a member shall be no greater than it would be if the rules treated him as being, by reason of the making of the loan, the holder of a share in the society.

(3) Two or more persons may jointly hold shares in a society.

(4) The liability of a member of a society in respect of any share in the society on which no loan has been made shall be limited to the amount actually paid and in arrear on the share, and, in respect of any share on which a loan has been made, shall be limited to the amount payable thereon under any mortgage or other security or under the rules of the society.

(5) A person under the age of twenty-one years may be admitted as a member of any society the rules of which do not prohibit such admission and can give all necessary receipts, but while he is under that age he shall not be entitled to hold office.

(6) (a) Where two or more persons jointly hold shares in a society, the following provisions shall apply:—

(i) the person whose name first appears in the records of the society in relation to shares jointly held shall be the senior joint holder;

(ii) except where the rules of a society otherwise provide, any notice or other document required by this Act to be sent by a society to the holders of shares in the society shall be deemed to be sent to the joint holders if it is sent to the senior joint holder;

(iii) where under this Act a member of a society may attend and vote at a meeting by virtue of being a holder of shares in the society, and such person is a joint holder of such shares, the person entitled to exercise the rights conferred by sections 52, 53 and 54 shall, notwithstanding anything in those sections, be the senior joint holder;

(iv) a society shall be deemed to have complied with the requirements of section 73 where the name of the senior joint holder is entered in the register required to be kept under that section;

(v) for the purposes of sections 25 and 26, the shares shall be deemed to be held by the senior joint holder alone, and a joint holder of the shares (other than the senior joint holder) shall not be regarded as a member of the society for the purposes of those sections;

(vi) the senior joint holder, but not the other joint holders, shall have the right to join in making an application under section 29, and any reference in that section to the total membership shall be construed accordingly.

(b) Paragraph (a) (ii) shall not operate so as to prevent any of the joint holders from obtaining from the society, on demand, a copy of its balance sheet or annual return.

(c) The joint holders shall be entitled to choose the order in which they are named in the records of the society.

Restrictions on commencement of business.

18. —(1) A society shall not raise any funds under section 22 after the commencement of this section unless—

(a) written evidence has been produced to the Registrar satisfying him that not less than ten of the appropriate persons (or where there are less than ten, all such persons) have each been issued with shares in the society to a value not less than such sum as may be prescribed by the Minister after consultation with the Minister for Finance, and that the total value of such shares is not less than such sum as may be prescribed by the Minister after such consultation,

(b) written evidence has been produced to the Registrar satisfying him that the appropriate persons have paid to the society the prescribed sums in cash for those shares,

(c) written evidence has been produced to the Registrar satisfying him that the society has complied with section 20, and

(d) the Registrar has certified that the evidence referred to in paragraphs (a) to (c) has been produced.

(2) For the purposes of subsection (1) the appropriate persons are—

(a) in the case of a society which is incorporated on or after the 5th day of December, 1975, the persons who established the society, and

(b) in the case of any other society, the directors of the society.

(3) (a) The terms applicable to the shares to which subsection (1) (a) refers shall not, either at the time when the shares are issued or at any time before the expiration of five years from the date on which the Registrar's certificate referred to in subsection (1) (d) is issued, be in any respect more favourable than those applicable to any other shares issued by the society.

(b) Within the five-year period referred to in paragraph (a) a society shall not give effect to or recognise any transfer of shares referred to in subsection (1) (a) other than a transfer by operation of law.

(c) For the purposes of paragraph (a) “terms” shall include rate of interest, dividend or bonus, liability to contribute to losses, rights on a transfer of engagements or winding-up of the society or on the union of the society with another society.

(4) Within the five-year period referred to in subsection (3) a society shall not repay the sum (or any part thereof) subscribed for the shares referred to in subsection (1) (a) unless during that period the society is wound up under section 95 or a transfer of its engagements to another society has been registered by the Registrar under section 26 or 27 or a person who has subscribed for those shares becomes disqualified under this Act or dies.

(5) Where a person referred to in subsection (4) becomes disqualified or dies, either—

(a) the remaining persons who subscribed for the shares referred to in subsection (1) (a) shall within the period of 30 days after the disqualification or death pay to the society sums in cash equal in the aggregate to the sum subscribed by the person becoming disqualified or dying, and shall be issued with shares in the society to the value so subscribed, or

(b) any other person not disqualified under this Act may subscribe in cash for, and be issued with, shares in the society to a value not less than the sum subscribed by the person becoming disqualified or dying,

and the provisions of subsection (3) shall apply to shares issued under this subsection.

(6) The evidence referred to in subsection (1) shall be produced to the Registrar—

(a) in the case of a society which is incorporated on or after the commencement of this section, within three months from the date of incorporation;

(b) in the case of any other society, within three months from the commencement of this section.

(7) Where a society fails to produce to the Registrar within the appropriate period specified in subsection (6) the evidence referred to in subsection (1)—

(a) in the case of a society which is incorporated on or after the commencement of this section, the Registrar may cancel the registration of the society under section 94;

(b) in the case of any other society, the Registrar may make an application to the Court under section 95 for the winding-up of the society.

(8) If a society to which this section applies raises any funds in contravention of this section, or if at any time within the five-year period referred to in subsection (3) any provision in that subsection or in subsection (4) is not complied with, the Registrar may make an application to the Court under section 95 for the winding-up of the society.

(9) For the purposes of this section, the shares referred to in subsection (1) (a) shall be deemed not to be shares issued under section 22.

(10) This section shall not apply to—

(a) any society which was incorporated on or before the 5th day of December, 1973 and which, during the two-year period ended on the 5th day of December, 1975, raised funds and made loans to members on the security of freehold or leasehold estate,

(b) any society which was incorporated during the two-year period ended on the 5th day of December, 1975 and which, on that date, had assets of not less than £20,000.

Permission to advertise.

19. —(1) A society which is incorporated on or after the 5th day of December, 1975, shall not advertise for or otherwise solicit deposits or subscriptions for shares after the commencement of this section without the prior permission in writing of the Registrar.

(2) A society which on the 5th day of December, 1975, had total assets of less than £1,000,000 shall not advertise for or otherwise solicit deposits or subscriptions for shares on or after the commencement of this section without the prior permission in writing of the Registrar.

(3) A permission to advertise given under this section may be expressed to be valid for a specified period, and in such a case a society shall not advertise for or otherwise solicit deposits or subscriptions for shares after the expiration of the specified period without the further permission in writing of the Registrar.

(4) The Registrar may at his discretion require a society, which advertises for or otherwise solicits deposits or subscriptions for shares on or after the commencement of this section other than in accordance with a permission given under this section, to submit to him evidence satisfying him that its total assets on the date specified in subsection (2) were not less than the sum required under that subsection.

(5) The Registrar shall not give permission under this section unless he is satisfied that—

(a) the society has carried on business during portion or all of the period of two years ending on the date of application for such permission in a manner which has not been prejudicial to the orderly and proper regulation of building society business;

(b) the society has complied with the requirements of section 18, if that section applies to it, and with the requirements of section 20;

(c) the name of the society is not undesirable and does not so resemble the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive;

(d) the society complies with such conditions in relation to liquidity, reserves and other matters of a financial nature as may be prescribed by the Minister for Finance under Part IV;

(e) the society is able to meet its obligations to its creditors, has not suspended any payments lawfully due by it and is not in arrears with any interest due on shares in, or deposits with, the society; and

(f) there is not outstanding at the date of application for permission under this section any part of a loan of which particulars were or are required under section 43 (1) to be included in an annual return submitted to the Registrar.

(6) An application for permission under this section shall not be made before a society has sent to the Registrar at least one annual return under section 70 for a financial year covering a period of not less than twelve months or, in any financial year, before the annual return for the previous financial year has been sent to the Registrar.

(7) Where the Registrar refuses to give permission under this section he shall, within six months of receiving the application for such permission, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

Deposit at Central Bank.

20. —(1) A society shall not carry on business or exercise any power under section 22 unless it maintains in the Central Bank a deposit of an amount determined in accordance with this section.

(2) (a) The deposit under this section shall be such amount or such proportion of the total amount due to shareholders and depositors as the Minister, after consultation with the Minister for Finance, shall prescribe but shall not be less than £20,000 nor more than £500,000.

(b) Different amounts or different proportions may be prescribed for different classes of societies, denoted by reference to such matters as the Minister, after consultation with the Minister for Finance, may consider appropriate.

(3) The amount of a deposit under this section shall be calculated by the Central Bank twice yearly (at intervals which, in so far as is practicable, are of equal length) in accordance with subsection (2) and by reference to returns made by the society at the request of the Central Bank, and in the case of a society incorporated after the commencement of this section the amount of a deposit under this section shall be calculated by the Central Bank as soon as may be after it has been notified by the Registrar of the incorporation of the society under section 11.

(4) The amount of a deposit under this section shall, where necessary, be increased to the appropriate amount calculated under subsection (3), not later than seven days after the date of the receipt by the society of notification from the Central Bank of the amount required to effect the increase.

(5) The Central Bank may settle the amount of a deposit under this section at the nearest round figure in hundreds of pounds.

(6) A deposit under this section shall carry interest at such a rate (not being less than the rate payable from time to time by the Central Bank on deposits maintained in the Central Bank pursuant to section 7 of the Act of 1971) and payable in such manner and at such times as may be determined by the Central Bank from time to time.

(7) Any charge purported to be created on a deposit under this section shall be void.

(8) A deposit under this section shall not be subject to any form of execution in satisfaction of any claim of, or any judgment, order or decree of any court in the State in favour of any creditor of a society, otherwise than under and in accordance with the provisions of this Act.

(9) The Registrar may require a society to produce a certificate from the Central Bank that the society is complying with the requirements of this section.

(10) (a) In the case of a society to which section 18 applies, the initial calculation of the amount of the deposit for the purposes of this section shall be made by the Central Bank as soon as may be after the commencement of this section or as soon as may be after notification by the Registrar of incorporation under section 11, whichever is the later.

(b) In the case of any other society this section shall not apply during the period of three months beginning at the commencement of this section.

(11) For the purposes of this section the onus of proving to the Registrar that it has begun to carry on business shall lie on a society.

Provisions supplemental to section 20.

21. —(1) Whenever a person obtains a judgment, order or decree in any court in the State against a society for payment of a deposit maintained by or for him with the society or institutes proceedings against the society claiming such payment, the person or any other person maintaining a deposit with the society—

(a) may by motion ex parte apply to the Court for an order under subsection (2), and

(b) on satisfying the registrar or clerk of the court in which the judgment, order or decree was obtained or the proceedings were instituted that he proposes to make an application under this section, shall be entitled to obtain a certificate signed by the registrar or clerk and stating that the judgment, order or decree has been obtained or that the proceedings were instituted (as the case may be), and the certificate shall be evidence of the facts so stated.

(2) Where an application is made under subsection (1)—

(a) the Court may by order direct that the deposit or any part thereof maintained under section 20 in the Central Bank by the society to which the application relates be not released during such period as the Court may deem proper and specify in the order, and

(b) if the person making the application has obtained a judgment, order or decree against the society and it appears to the Court, after such enquiry as it deems appropriate, either—

(i) that it is unlikely that further claims will be made against the deposit in respect of sums then owed by the society, or

(ii) that, if such claims are made, the deposit is sufficient to meet them in full,

the Court may by order direct that the sum specified in the judgment, order or decree, with or without the costs of the application, shall be paid to the person out of the deposit.

(3) Where an order is made under subsection (2) (a), the Court may also make an order directing either—

(a) that a bank shall not, except subject to such conditions or in such circumstances as may be specified in the order, make any payment out of any banking account in the name of the society against whom the order is made, or

(b) that a specified bank shall not, except subject to such conditions or in such circumstances as may be specified in the order, make any payment out of any banking account or out of a specified banking account or type of banking account kept in the name of the society against whom the order is made by the specified bank.

(4) Where—

(a) a judgment, order or decree of the kind referred to in subsection (1) having been obtained against a society, an order is made under subsection (2) (a) on the application of the person who obtained the judgment, order or decree, or

(b) an order is made under subsection (3),

the society shall be deemed for the purposes of section 95 to be unable to pay its debts.

(5) If an appeal is instituted in the Supreme Court—

(a) against an order of the Court made under subsection (2) (a) or (3) on the application of a person who has obtained a judgment, order or decree of the kind referred to in subsection (1), or

(b) against an order of the Court made under subsection (3) on the application of a person who has instituted proceedings of the kind referred to in subsection (1),

subsection (6) and, where appropriate, subsection (7) shall apply.

(6) The Supreme Court or the Court may by order postpone the application of subsection (4) for such period and (subject to subsection (7) in the case of an appeal referred to in subsection (5) (a)) on such terms as the court concerned may fix and specify in the order.

(7) If the Supreme Court or the Court makes an order under subsection (6) in the case of an appeal referred to in subsection (5) (a), the court concerned may require the society to which the order relates either, as the court thinks fit, to lodge in court an amount equal to the amount of all the moneys due under the judgment, order or decree (or such lesser amount as the court may direct) or to give such security as the court may direct for the payment of all such moneys, together with, in either case, such further sum or security for costs of the appeal as the court shall consider just.

(8) An order under subsection (2) (a), (3) or (6) may be revoked or varied by the Court or the Supreme Court, as the case may be.

(9) The whole or any part of proceedings under this section or of an appeal in relation to such proceedings may be heard in chambers.

Power to raise funds and to borrow money.

22. —(1) A society may from time to time raise funds for the purpose of the society by the issue of shares of one or more than one denomination, either with or without accumulating interest, and may repay such funds when they are no longer required for such purpose.

(2) A repayment of funds under subsection (1) may be effected in relation to all shareholders or to a specified class or classes of shareholders (denoted by reference to such matters as the society may think appropriate), but such repayment may not be made to a shareholder (other than at his request) between the date on which he has indicated his intention to put forward a resolution or a special resolution (or to support a nomination) at a meeting of the society and the date of the meeting.

(3) A society may borrow money and for this purpose may accept deposits or loans at interest, to be applied to the purpose of the society.

(4) A society shall not accept any deposit except on terms enabling the society to require notice of not less than one month before repayment or withdrawal.

(5) For the purposes of this section money deposited with a society as security for a loan made by the society to a member, or as security for a guarantee given in respect of such a loan, shall be treated as money borrowed by the society.

(6) A person other than a society shall not exercise any power conferred by subsection (1).

(7) (a) Subject to paragraph (b), a society shall not issue shares under subsection (1) to which voting rights do not attach.

(b) Paragraph (a) shall not apply to a society which on or before the 5th day of December, 1975, had issued such shares to which voting rights did not attach.

Provisions supplemental to section 22.

23. —(1) Every deposit book, acknowledgment or security of any kind given for a deposit or loan by a society shall have set out in writing thereon such information as the Registrar may require from time to time.

(2) A person who subscribes for shares in a society or deposits money with a society shall on first becoming a shareholder or a depositor be entitled to receive from the society free of charge a copy of the statement then being displayed by the society under section 61.

(3) (a) Where a member of or a depositor with a society who has in the funds of the society a sum of money not exceeding such sum as may from time to time be fixed by the Registrar for the purpose of this subsection dies intestate, the amount due to the member's or depositor's estate may be paid to the person who appears to the directors of the society to be entitled to receive it, without that person taking out letters of administration, upon the society's receiving satisfactory evidence of death and a statutory declaration that the member or depositor died intestate, and that the person so claiming is so entitled.

(b) Where a society pays any amount due to the person who appeared to be entitled to the effects of the deceased person the payment shall be valid and effectual with respect to any demand against the funds of the society from any other person claiming as next-of-kin or as the lawful representative of the deceased member or depositor, but such next-of-kin or representative shall have his remedy for the amount of the payment against the person who has received it.

Loans by one society to another.

24. —(1) Notwithstanding anything in this Act or in the rules of a society, a society may lend money to another society where the Registrar, with the consent of the Minister for Finance, so authorises.

(2) The powers conferred by subsection (1) shall be deemed to authorise loans made since the 1st day of July, 1974, by a society to a society which, pursuant to section 2 of the Building Societies Act, 1974 , was the subject of an application to the Registrar for the transfer of its engagements to the first-mentioned society.

Union of societies.

25. —(1) Subject to compliance with section 28, two or more societies may unite and become one society, whether with or without a dissolution or division of the funds of one or more of the societies, if—

(a) a proposal to unite is approved by a special resolution of each society, and

(b) either—

(i) the proposal obtains the consent in writing of the holders of not less than two-thirds of the total value of shares in each society, or

(ii) the union is confirmed under section 27.

(2) Where two or more societies unite under paragraphs (a) and (b) (i) of subsection (1), notice of the union shall be sent to the Registrar by the united society and shall be duly registered by him, and he shall send to that society a certificate of such registration in a prescribed form.

(3) Sections 18 and 19 shall not apply to a society formed by a union under this section if before the union both those sections or either of them did not apply to at least one of the societies forming the union.

Transfer of and undertaking to fulfil engagements.

26. —(1) Subject to compliance with section 28, a society may transfer its engagements to another society or undertake to fulfil the engagements of another society if—

(a) a proposal for a transfer or undertaking under this section is approved by a special resolution of each society or, in the case of a society proposing to undertake to fulfil the engagements of another society, by resolution of a general meeting or of a meeting of the board of directors of the society so proposing if the Registrar consents to either such meeting being held for the purpose of passing the resolution, and

(b) either—

(i) the proposal obtains the consent in writing of the holders of not less than two-thirds of the total value of shares in each society, or

(ii) the transfer or undertaking is confirmed under section 27.

(2) Where a transfer is made under paragraphs (a) and (b) (i) of subsection (1), notice of the transfer shall be sent to the Registrar by the society undertaking to fulfil the engagements and shall be duly registered by him, and he shall send to that society a certificate of such registration in a prescribed form.

Confirmation and registration of union under section 25 or transfer or undertaking under section 26.

27. —(1) Where a proposal referred to in section 25 or 26 is duly approved, any society concerned in the proposal may apply to the Registrar to confirm the union, transfer or undertaking.

(2) (a) Where a society makes an application under subsection (1) it shall within seven days after the date of the application cause to be published, in Iris Oifigiúil and in at least one daily newspaper published in the State and circulating in the areas in which the chief offices of the societies concerned in the proposal are situated, a notice giving particulars of the application and indicating that objections or representations relating to it 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.

(b) A notice under this subsection shall be in such form as the Registrar may direct and shall indicate that a copy of the statement prepared under section 28 may be obtained on demand at the chief office of the society during the ordinary office hours of the society.

(3) Objections and 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).

(4) The Registrar, having considered an application under subsection (1) and any objection or representation under subsection (3), shall either—

(a) confirm the union, transfer or undertaking, or

(b) where he is not satisfied that section 28 has been complied with, or is of the opinion that confirmation would not be in the public interest or in the interest of the orderly and proper regulation of building society business, refuse to confirm the union, transfer or undertaking.

(5) Where the Registrar refuses to confirm a union, transfer or undertaking, he shall, within two months of receiving the application for such confirmation, notify the applicant of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(6) (a) Where the Registrar confirms a union, transfer or undertaking, the Registrar shall register the union, transfer or undertaking, and from the date of such registration it shall have effect in accordance with the terms of the relevant proposal.

(b) The Registrar shall send to an applicant under subsection (1) a certificate of the registration under paragraph (a) in a prescribed form.

(7) Subject to subsection (6), registration under this Act of a union or transfer shall operate as an effectual conveyance, transfer or assignment on the date of registration of the funds, property and assets of the societies uniting to the united society, or of the society transferring its engagements to the society to which they are transferred, without any formal conveyance, transfer or assignment, but any such union or transfer shall not affect the rights of any creditor of any society so uniting or transferring.

Statement for members relating to proposal under section 25 or 26.

28. —(1) A society proposing to unite with one or more other societies, to transfer its engagements to another society or to undertake to fulfil the engagements of another society shall cause to be prepared for circulation and circulated to persons attending the meeting proposed to be held under section 25 (1) (a) or 26 (1) (a) and, where the Registrar so requires, send to each of its members a statement, in such form as the Registrar may direct, showing—

(a) the financial position of each society concerned in the proposed union, transfer or undertaking,

(b) the interest of the directors of each society concerned in the proposed union, transfer or undertaking,

(c) any compensation or consideration proposed to be paid or given to the directors or other officers of each society concerned,

(d) details of any payments proposed to members of each society concerned in consideration of the proposed union, transfer or undertaking, and

(e) details of the arrangements proposed in relation to employees of the society.

(2) Where the Registrar requires a statement to be sent to each member of a society under subsection (1), it shall be so sent that every member of the society receives it not later than the date on which he receives notice of any resolution to be moved at a meeting of the society in favour of the proposal, and where a society applies to its members to obtain their consent in writing under section 25 (1) (b) or 26 (1) (b), the statement shall be so sent that every member receives it not later than the date on which he receives the application for his consent.