PART V

Meetings, Resolutions etc.

77. —(1) Not later than one month after the registration of a credit union, the signatories to the application to register the credit union shall by notice in writing summon a meeting (to be known as “the organisation meeting”) of all the persons who, on the date of issue of the notice, were members of the credit union.

(2) The notice required by subsection (1)—

(a) shall state the date, time and place of the organisation meeting; and

(b) shall, within the relevant period, be delivered personally or by post to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.

(3) The reference in paragraph (b) of subsection (2) to the relevant period is a reference to the period which begins 21 days before and ends seven days before the date of the organisation meeting; and the reference in subsection (1) to the date of issue of the notice is a reference to the date or, as the case may be, the first date on which the notice is delivered to any member as mentioned in that paragraph.

78. —(1) In respect of each financial year, a meeting (to be known as the “annual general meeting”) of the members of a credit union shall be held in the State at a time and place provided for under the rules.

(2) Subject to subsections (3) and (4), the annual general meeting of a credit union in respect of any financial year shall be held in the October, November, December or January following the end of that financial year.

(3) If a credit union fails to hold an annual general meeting in respect of any financial year as required by subsections (1) and (2), the Registrar may call or direct the calling of such a meeting on such date or within such period as he may specify and give such ancillary or consequential directions as he thinks expedient, including directions modifying or supplementing the operation of the rules of the credit union in relation to the calling, holding and conduct of the meeting.

(4) Where, in the opinion of the Registrar, it is necessary to do so—

(a) in the interests of the members or creditors of a credit union, or

(b) in the interests of the orderly and proper regulation of the business of a credit union,

the Registrar may direct the credit union to postpone, for a period not exceeding nine months, the holding of the annual general meeting of the credit union in respect of the financial year specified in the direction.

(5) At each annual general meeting of a credit union, the directors shall lay before the credit union the annual accounts for the financial year in respect of which the meeting is held; and a copy of those accounts shall be delivered, together with the notice of the meeting, to every person entitled to receive such a notice.

(6) If, with respect to any annual general meeting, the directors of a credit union fail to comply with subsection (5), every person who was a director at the date of the meeting shall be guilty of an offence.

(7) Section 3 (3) shall not apply to directions under this section.

79. —(1) The board of directors or the Supervisory Committee of a credit union may, whenever they think fit, convene a special general meeting of the credit union.

(2) If requested to do so by the committee of or other body administering a savings protection scheme in which a credit union participates in accordance with section 46 , the directors of the credit union shall convene a special general meeting of the credit union.

(3) If, by notice in writing addressed to the secretary of a credit union at its registered office, a qualifying group of members of the credit union so request, the board of directors shall convene a special general meeting of the credit union; and if, within one month from the date of the receipt of the notice at the credit union's registered office, the board of directors have not convened a special general meeting to be held within six weeks of that date, any ten members of the credit union, acting on behalf of the qualifying group who made the request, may convene a special general meeting.

(4) For the purposes of a request under subsection (3), a group of members of a credit union is a qualifying group if—

(a) each of them has been a member throughout the period of 12 months ending on the date of the request; and

(b) they together number at least 50 or, if it is less, at least 10 per cent. of the membership of the credit union at that date.

(5) Where, in the opinion of the Registrar, it is necessary to do so—

(a) in the interests of the members or creditors of a credit union, or

(b) in the interests of the orderly and proper regulation of the business of a credit union,

the Registrar may direct that no special general meeting of the credit union shall be held for a period not exceeding nine months from the date of the direction.

(6) Section 3 (3) shall not apply to directions under subsection (5).

80. —(1) Before a general meeting of a credit union is held, the secretary of the credit union shall, in accordance with subsection (2), give notice of the meeting to the Registrar, to the auditor of the credit union and to every member of the credit union who, at the beginning of the relevant period, is eligible to vote at the meeting.

(2) Subject to subsection (4), the notice required by subsection (1)—

(a) shall state the date, time and place of the general meeting;

(b) shall be accompanied by the agenda for the meeting;

(c) in the case of a notice of a special general meeting, shall contain a statement that the annual accounts for the most recent financial year may be obtained, not later than seven days before the date of the general meeting, at the registered office of the credit union; and

(d) shall, within the relevant period, be delivered personally or by post to the auditor and to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.

(3) References in subsections (1) and (2) to the relevant period are references to the period which begins 21 days before and ends seven days before the date of the general meeting; and any provision in the rules of a credit union shall be void in so far as it provides for the calling of a general meeting of the credit union (other than an adjourned meeting) by less than seven or more than 21 days' notice.

(4) With the consent of the Registrar, given where the Registrar considers there are exceptional circumstances justifying the application of this subsection, the notice required by subsection (1) shall be given by publishing a notice, in accordance with subsection (5), at such times (or within such period) and in such form as the Registrar may require.

(5) Where subsection (4) applies, the notice, which shall include the agenda for the meeting, shall be published—

(a) in at least two appropriate newspapers published in the State and circulating in the area in which the registered office of the credit union is situated, and

(b) in any other manner which the Registrar requires as being necessary for bringing the notice to the attention of the persons entitled to attend the meeting,

and, for the purposes of paragraph (a), the two appropriate newspapers are a local newspaper and a national daily newspaper or, if there is no local newspaper circulating in the area concerned, two national daily newspapers.

(6) The proceedings at a general meeting shall not be invalidated by—

(a) the accidental omission to give notice to any member entitled to receive notice of the meeting; or

(b) the non-receipt by any member of notice of the meeting.

(7) A general meeting of which notice is given less than seven days before the meeting but otherwise in accordance with subsection (2) shall not be invalid if not less than two-thirds of the members entitled to vote at the meeting and the auditor so agree in writing either before or during the meeting.

81. —(1) A general meeting of a credit union may, for good and sufficient reasons and with the consent of the majority of the members present and voting, be adjourned for not more than 90 days or such longer period as the Registrar may require but—

(a) no business shall be transacted at an adjourned general meeting other than business left unfinished at the meeting from which the adjournment took place; and

(b) when a general meeting is adjourned for 30 or more days, the secretary of the credit union shall give notice of the adjourned meeting to the auditor and to every member who, under section 80 (1), was entitled to notice of the meeting which was adjourned.

(2) Subject to subsection (3), in section 80—

(a) paragraphs (a), (b) and (d) of subsection (2) shall apply to a notice under subsection (1)(b) of this section as they apply to a notice under subsection (1) of that section; and

(b) subsections (6) and (7) shall apply in relation to an adjourned meeting as they apply in relation to a general meeting.

(3) In the application of section 80 (2)(d) in accordance with subsection (2), for the words “within the relevant period” there shall be substituted “not later than seven days before the date of the adjourned meeting”.

(4) Subject to subsection (5), the quorum for a general meeting of a credit union shall be ten per cent. of the members or 30 members, whichever is the less.

(5) Notwithstanding subsection (4), in no case shall the quorum for a general meeting of a credit union be less than ten members, but, if the rules so provide, the quorum for an adjourned general meeting may be less than that specified in that subsection.

(6) It shall be the duty of the secretary to keep minutes of all general meetings of a credit union.

82. —(1) The Registrar shall have the right to attend and speak at any general meeting of a credit union.

(2) At a general meeting of a credit union, or any adjournment thereof, each member shall have only one vote on each question, irrespective of his shareholding in the credit union.

(3) Subject to subsection (4), a member of a credit union may not vote by proxy at a general meeting of the credit union.

(4) Where a member of a credit union is not a natural person, that member may be represented at a general meeting by a representative who may vote on behalf of the member if—

(a) the representative is duly authorised in writing by the member to do so; and

(b) the board of directors of the credit union have, expressly or by implication, accepted that authorisation;

and such a representative shall be entitled to exercise, on behalf of the member, the same powers as the member could exercise if the member were a natural person.

(5) Any provision in the rules of a credit union shall be void in so far as it would have the effect either—

(a) of excluding the right to demand a poll at a general meeting (or an adjourned meeting) on any question, other than the election of the chairman of the meeting (or the adjourned meeting); or

(b) of making ineffective a demand for a poll on any such question which is made by not less than ten members having the right to vote at the meeting (or, as the case may be, the adjourned meeting).

83. —(1) If, at any general meeting of which notice has been given specifying the intention to propose or confirm a special resolution, the chairman declares that the resolution has been passed or, as the case may be, confirmed as required by paragraph (a) or (b) of the definition of “special resolution” in section 2 (1), that declaration shall, without more, be evidence of that fact until the contrary is proved.

(2) A copy of every special resolution for any of the purposes mentioned in this Act—

(a) shall be signed by the chairman of the meeting at which the resolution was confirmed;

(b) shall be countersigned by the secretary of the credit union; and

(c) within 21 days of the date of the meeting at which the resolution was confirmed, shall be sent to the Registrar to be registered by him;

and the special resolution shall not take effect until that copy is so registered.

(3) If a copy of a special resolution, duly signed and countersigned in accordance with paragraphs (a) and (b) of subsection (2) is not sent to the Registrar as required by paragraph (c) of that subsection, the credit union shall be guilty of an offence and liable—

(a) on summary conviction to a fine not exceeding £1,000; and

(b) on conviction on indictment to a fine not exceeding £10,000.