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38 1976

BUILDING SOCIETIES ACT, 1976

PART V

Management and Administration of Societies

Officer to give security and to account for money.

39. —(1) Every officer of a society having the receipt or charge of moneys belonging to the society shall give such security as the account of all moneys received and paid by him on account of the society and for payment of all sums of money due from him to the society, and for this purpose shall become bound with at least one sufficient surety in a bond in such form and for such amount as the Registrar may require or shall make arrangements by way of fidelity guarantee insurance or give such other security as the society may direct in such sum as the society may require.

(2) Every officer of a society or his executors or administrators shall, upon demand made or notice in writing given or left at his last or usual place of residence, render an account as may be required by the directors of the society, to be examined and allowed or disallowed by them, and shall, on a like demand or notice, pay over all moneys belonging to the society remaining in his hands, and deliver all securities and effects, books, papers and property of the society

in his hands or custody, to such person as the society may appoint, and in case of any neglect or refusal to comply with this subsection the society may sue on the bond or in respect of any other security or apply to the Circuit Court, which may make such order as in its discretion it thinks proper.

Directors.

40. —(1) A society shall have not less than three directors.

(2) A society shall not have as a director a body corporate.

Disclosure of interest by director.

41. —(1) A director of a society who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the society shall declare the nature of his interest at a meeting of the board of directors of the society—

(a) in a case of a proposed contract, at the meeting of the directors at which the question of entering into the contract is first taken into consideration or, if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he becomes so interested, or, if the contract is not one that will be taken into consideration at a meeting of the directors, as soon as may be, and

(b) in a case where the director becomes interested in a contract after it is made, at the first meeting of the directors held after he becomes interested in the contract.

(2) Subject to subsection (3), a general notice given to the directors of a society by a director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm, shall be deemed to be a sufficient declaration for the purposes of subsection (1).

(3) A notice under subsection (2) shall not be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(4) A copy of every declaration made and notice given under this section shall, within three days after being made or given, be entered in a book kept for the purpose and this book shall be open for inspection without charge by any officer, auditor or member of the society at the chief office of the society and shall be available at every general meeting of the society, and at any meeting of the directors if any director so requests in sufficient time to enable the book to be available at the meeting.

(5) Nothing in this section shall affect the operation of any rule of law restricting directors of a society from having any interest in contracts with the society.

Prohibition on bankrupts and other persons.

42. —(1) A person who is a bankrupt and whose bankruptcy still subsists or who has been convicted on indictment of any offence involving fraud or dishonesty shall not—

(a) be a person establishing a society,

(b) act as a director of a society,

(c) directly or indirectly take part in or be concerned in the management of a society, or

(d) permit his name to be put forward for election or appointment to any office referred to in paragraph (b) or (c).

(2) Whenever a person holding an office referred to in subsection (1) (b) or (1) (c) becomes ineligible by virtue of that subsection to hold office, he shall forthwith cease to hold that office and the vacancy shall be deemed to be a casual vacancy and may be filled in the manner provided for such a vacancy in the rules of the society.

Loans to directors, etc.

43. —(1) Every annual return of a society submitted to the Registrar under section 70 shall contain particulars showing the amount of any loan made by the society during the financial year to which the return relates to—

(a) any director of the society,

(b) any person who after the making of the loan became during that financial year a director of the society,

(c) any member of the family of an officer where that member is not a full-time employee of the society, and

(d) any body corporate in relation to which, when the loan was made or at any later time in that financial year, an officer of the society or a member of his family—

(i) held, either directly or through a nominee, shares to a nominal value exceeding 20 per cent of the shares of the body corporate, or

(ii) was a director, manager or secretary of the body corporate,

and giving particulars of his shareholding in the body corporate.

(2) The accounts required under section 60 to be laid before the annual general meeting of a society shall contain particulars showing the amount of any loan made during the financial year to which the accounts relate to any officer or a member of the family of an officer where that member is not a full-time employee of the society—

(a) exceeding such amount as may be fixed by the Registrar for the purposes of this section, or

(b) for any purpose other than a purpose approved by the Registrar for the purposes of this section.

(3) (a) Where a society approves a loan in favour of a member of the family of an officer where that member is not a full-time employee of the society, the terms applicable to the loan shall not be in any respect more favourable than those applicable to other loans of a like amount made by the society for a similar purpose at the time when the first-mentioned loan is paid.

(b) In this subsection “terms” means the interest rate applicable to the loan, the percentage which the loan represents of the estimated value of the property mortgaged as security for the loan and the period during which the loan is repayable.

(4) It shall be the duty of every officer of a society to give notice in writing to the society as soon as may be of such matters relating to himself and members of his family as may be necessary for the purposes of this section and of section 44.

(5) Where notice under subsection (4) is given otherwise than at a meeting of directors, the officer giving it shall take reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(6) In any proceedings against an officer in respect of an offence under this section, it shall be a defence to prove that at the time of the alleged offence he did not know that the society had made the loan concerned to the other person or body corporate concerned and that at that time reasonable arrangements were in operation to bring to his notice any loan of a kind referred to in subsections (1) to (3).

(7) Where the requirements of this section are not complied with, it shall be the duty of the auditor of the society to include in his report on the annual return or the annual accounts (as the case may be) a note of such non-compliance and, so far as he is reasonably able to do so, a statement giving the relevant particulars required by this section.

Payments made to director.

44. —(1) The accounts of a society shall show the aggregate amount of the directors' emoluments, of directors' or former directors' pensions and of any compensation to directors or former directors for loss of office.

(2) Emoluments shown under this section shall—

(a) include any amounts paid to or receivable by any person in respect of his services as a director of a society or in respect of his services while director of a society in connection with the management of the society's affairs,

(b) distinguish between emoluments in respect of services as director and other emoluments, and

(c) include fees and percentages, sums paid by way of expenses allowance in so far as those sums are charged to income tax, any contribution paid by the society in respect of him under any pension scheme and the estimated money value of any other benefits received other than in cash, in so far as they are charged to income tax.

(3) Pensions shown under this section shall—

(a) not include any pension paid or receivable under a pension scheme if the contributions under the scheme are substantially adequate for its maintenance, but otherwise shall include any pension paid or receivable in respect of such services of a director or former director of the society as are mentioned in subsection (2), whether to or by him or, on his nomination or by virtue of dependence on or other connection with him, to or by any person, and

(b) distinguish between pensions in respect of services as director and other pensions.

(4) Compensation for loss of office shown under this section shall—

(a) include any sums paid to or receivable by a director or former director by way of compensation for loss of office as director of the society or for the loss while director of the society or on or in connection with his ceasing to be a director of the society of any other office in connection with the management of the society's affairs,

(b) distinguish between compensation in respect of the office of director and compensation in respect of other offices, and

(c) include sums paid as consideration for or in connection with a person's retirement from office.

(5) The amounts shown under this section for any financial year shall be the sums receivable in respect of that year whenever paid or, in the case of sums not receivable in respect of a period, the sums paid during that year, in such a manner that where any sums paid by way of expenses allowance are charged to income tax after the end of the relevant financial year, those sums shall to the extent to which they are so charged be shown separately in the first accounts in which it is practicable to show them.

(6) Where necessary for the making of any distinction required by this section in any account to be shown thereunder, the directors may apportion any payment between the matters in respect of which they have been paid or are receivable in such manner as they think appropriate.

(7) Where the requirements of this section are not complied with it shall be the duty of the auditor by whom the relevant accounts are examined to include in his report on those accounts, so far as he is reasonably able to do so, a statement giving the required particulars.

(8) In this section—

pension” includes any superannuation allowance, superannuation gratuity or similar payment;

pension scheme” means a scheme for the provision of pensions in respect of services as a director or otherwise which is maintained in whole or in part by means of contributions;

contribution”, in relation to a pension scheme, means any payment (including an insurance premium) paid for the purposes of the scheme by or in respect of persons rendering services in respect of which pensions will or may become payable under the scheme, but does not include any payment in respect of two or more persons if the amount paid in respect of each of them is not ascertainable.

Prohibition of tax-free payment to directors.

45. —(1) It shall not be lawful for a society to pay a director remuneration (whether as director or otherwise) free of income tax or otherwise calculated by reference to or varying with the amount of his income tax or to or with the rate of income tax, except under a contract which was in force on the 5th day of December, 1975, and provides expressly (and not solely by reference to the rules of the society) for payment of such remuneration.

(2) Any provision in a society's rules, or in any contract other than a contract referred to in subsection (1), or in any resolution of a society or a society's directors, for payment to a director of remuneration as aforesaid shall have effect as if it provided for payment, as a gross sum subject to income tax of the net sum for which it actually provides.

(3) This section shall not apply to remuneration due or in respect of a period before the commencement of this section.

(4) In this section “remuneration” includes emoluments specified in section 44 (2).

Directors' names on business letters etc.

46. —(1) A society shall in all business letters on or in which the society's name appears and which are sent by the society to any person state in legible characters in relation to every director his present surname together with his present forename (or the initials of that forename) and any former names.

(2) If special circumstances exist which render it in the opinion of the Registrar expedient that such an exemption should be granted, the Registrar may, subject to such conditions as he may think fit, grant exemption from the obligations imposed by this section.

General provisions relating to disputes.

47. —(1) Sections 48 to 50 apply to—

(a) any dispute between a society and a member of the society in his capacity as a member, or a representative of such a member in his capacity as a member, in respect of any matter other than the construction or effect of a mortgage deed or of any other contract comprised in or based on a document other than the rules of the society, and

(b) any other dispute or class of dispute to which the rules of a society expressly apply those sections,

and, accordingly, in those sections “dispute” means a dispute to which those sections apply.

(2) Nothing in sections 48 to 50 shall prevent a society, any member of a society or any person claiming through or under a member, from obtaining in the ordinary course of law any remedy to which the society, member or person is entitled by law in respect of any mortgage or of any other contract other than the rules of a society.

(3) Any reference in the rules of a society to a dispute shall, except in so far as they otherwise expressly provide, be construed as referring only to a dispute to which sections 48 to 50 apply.

Determination of disputes by arbitration.

48. —(1) Subject to this section, the Act of 1954 shall, subject to any necessary modifications, apply to a dispute where the rules of a society provide that the dispute shall be determined by arbitration.

(2) Where the rules of a society provide that a dispute shall be determined by arbitration, the following provisions shall apply:—

(a) the rules shall, for the purposes of subsection (1), be deemed to be an arbitration agreement within the meaning of the Act of 1954;

(b) arbitrators shall be named and selected in accordance with the rules or, if they make no such provision, one arbitrator shall be named by the board of directors and one by the member;

(c) an arbitrator shall not be beneficially interested, whether directly or indirectly, in the funds of the society;

(d) the names of arbitrators appointed by the society shall be duly entered in a register kept by the society for this purpose.

Determination of disputes by Registrar.

49. —(1) Subject to this section, the Act of 1954 shall, subject to any necessary modifications, apply to a dispute where the rules of a society provide that such dispute shall be determined by the Registrar.

(2) Where the rules of a society provide that a dispute shall be determined by the Registrar, the following provisions shall apply:—

(a) the rules shall, for the purposes of subsection (1), be deemed to be an arbitration agreement within the meaning of the Act of 1954;

(b) the Registrar shall be deemed to be a single arbitrator for the purposes of that Act, and any provision contained therein relating to the appointment of additional arbitrators or umpires shall not apply.

Determination of disputes by Circuit Court.

50. —(1) The Circuit Court may hear and determine a dispute to which section 47 applies where the rules of a society so provide.

(2) A determination of a dispute by the Circuit Court shall be final and binding on the parties and any persons claiming under them, shall not be subject to appeal and shall not be removed into or restrained by the injunction of any other court.

(3) The Circuit Court may at the request of a party to the dispute state a case to the High Court on a point of law.

Notice of meeting.

51. —(1) Any provision in a society's rules providing for the calling of a meeting of the society (other than an adjourned meeting) by a shorter notice than 21 days' notice shall be void.

(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 auditor of the society and by the Registrar on application being made to him in writing by the society.

(3) Notice of a meeting of a society shall not be given to members of the society more than 42 days before the date of the meeting.

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

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

(b) with the consent of the Registrar, by publishing in at least one daily newspaper 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 Registrar may direct.

(5) The notice, in the case of a meeting of a society at which it is intended to propose a resolution as a special resolution, shall specify the intention to propose such a resolution.

(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.

Right to attend meetings.

52. —(1) The persons entitled to attend a meeting of a society shall be all members who, at the end of the last financial year before the date of the meeting, held shares to which voting rights attached which were issued by the society under section 22 (1) and at the date of the meeting continued to hold such shares.

(2) The rules of a society may confer a right to attend a meeting of the society on a person other than a person entitled to attend such a meeting under subsection (1).

Voting at meeting.

53. —(1) Subject to subsection (2), the persons entitled to vote at a meeting of a society shall be all members who, at the end of the last financial year before the date of the meeting, held shares to which voting rights attached which were issued by the society under section 22 (1) to a value of not less than £10 and at the date of the meeting continued to hold such shares.

(2) A person under the age of eighteen years shall not be entitled to vote at a meeting.

Proxies.

54. —(1) Any member of a society entitled to attend and vote at a meeting of the society shall be entitled to appoint another person as his proxy to attend and vote instead of him, and a proxy so appointed shall have the same right as the member to speak at the meeting and to vote on a poll.

(2) In every notice calling a meeting of a society there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy to attend, speak and vote instead of him and that a proxy need not be a member of the society.

(3) Any provision in the rules of a society which 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 48 hours before a meeting or adjourned meeting in order that the appointment may be effective at the meeting, shall be void.

(4) The instrument appointing a proxy shall be in such form as the Registrar may direct.

(5) Subject to subsection (6), where for the purposes of any meeting of a society invitations to appoint as proxy a person or one of a number of persons specified in the invitations are issued at the society's expense to some only of the members entitled to attend the meeting and to vote at the meeting by proxy, every officer of the society who knowingly and wilfully authorises or permits such issue shall be guilty of an offence and shall be liable on conviction on indictment to a fine not exceeding £300.

(6) An officer shall not be liable under subsection (5) by reason only of the issue to a member at his request in writing of a form of appointment naming the proxy or of a list of persons willing to act as proxy, if the form or list is available on request in writing to every member entitled to vote at the meeting by proxy.

Right to demand a poll.

55. —(1) Any provision in the rules of a society which would either—

(a) exclude 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) make 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,

shall be void.

(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 shall be the same as a demand by the member.

Special resolution.

56. —(1) 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, vote in person or by proxy on a poll on the resolution at a meeting of the society in relation to which notice specifying the intention to propose the resolution as a special resolution has been duly given.

(2) Notwithstanding anything in the rules of a society, the business which may be dealt with at any meeting of the society may include any resolution to be passed as a special resolution.

(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 terms of the resolution as amended will still be such that adequate notice of the intention to pass the resolution can be deemed to have been given.

Members' special resolution.

57. —(1) Where a member of a society who is entitled under section 53 to vote on a special resolution makes application in writing to the society to propose a resolution (the text of which is included in the application) as a special resolution at a meeting of the society, it shall, subject to subsection (2), be the duty of the society to include in the notice of the meeting a notice specifying the intention to move that resolution as a special resolution at the meeting.

(2) Where the board of directors of a society is of the opinion that the subject matter of a resolution the subject of an application under subsection (1) is—

(a) vexatious or frivolous,

(b) on a subject not related to the affairs of the society, or

(c) such that if the motion were passed the society could be involved in activities likely to be ultra vires,

the society may, within ten days after the receipt of the application, notify the member of the refusal of the society to give notice of the resolution and of the grounds of the refusal.

(3) Where under subsection (2) a society refuses to give notice of a member's intended special resolution, the member may require the matter to be treated as a dispute between him and the society for the purposes of sections 47 to 50.

(4) Where an application under subsection (1) does not specify the meeting at which the member intends to propose the resolution, or if it specifies a meeting which will be held 42 days or less after the receipt of the notice by the society and the society does not exercise its powers under subsection (2), the society shall assume that the member intends to propose the resolution at the first meeting of the society held more than 42 days after the date of the application.

Annual general meeting.

58. —(1) Subject to subsections (2) and (3), every society shall in the first four months of each financial year hold a meeting in the State as its annual general meeting in addition to any other meetings in that year, and shall describe the meeting as the annual general meeting 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 Registrar may at his discretion, upon application being made to him in writing, fix a longer period than four months for the purposes of subsection (1) in relation to a society or a particular class or classes of society or all societies.

(4) Where default is made in complying with subsection (1), the Registrar may call or direct the calling of a general meeting and may give such ancillary or consequential directions as he 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.

Keeping of books of account, etc.

59. —(1) Every society shall cause to be kept proper books of account relating to all sums of money received and expended by it, the matters in respect of which income and expenditure takes place and all assets and liabilities of the society.

(2) Every society shall establish and maintain a system of control and inspection of its books of account and a system for supervising its cash holdings and all receipts and remittances.

(3) For the purposes of subsection (1), proper books of account shall be deemed to be kept in relation to the matters mentioned in that subsection only if there are kept such books as are necessary to give a true and fair view of the state of the society's affairs and to explain its transactions.

(4) Every society shall establish and maintain a system to ensure the safe custody of all documents of title belonging to the society and of the deeds relating to property mortgaged to the society.

(5) For the purposes of subsection (4), a society shall be deemed not to have established a proper system unless under the system the consent of the board of directors (or of a person so authorised by the board of directors) is required on each occasion on which any such document of title or deed is released from the custody of the officers of the society.

(6) The books of account of a society shall be kept at the chief office of the society or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

(7) Every record (other than a document or deed referred to in subsection (4)) required to be kept under this section shall be preserved by the society for a period of not less than six years after the date to which it relates.

(8) (a) Where a director of a society fails to take all reasonable steps to secure compliance by the society with this section or has by his own wilful act been the cause of any default by the society thereunder, he shall, in respect of each such failure or act, be guilty of an offence and shall be liable on conviction on indictment to a fine not exceeding £300.

(b) In any proceedings under this subsection for an offence of failing to take all reasonable steps to comply with this section, it shall be a defence to prove that the defendant had reasonable grounds for believing that a competent and reliable person was charged with the duty of ensuring such compliance and was in a position to discharge that duty.

Annual accounts.

60. —(1) The directors of a society shall cause to be laid before the annual general meeting of the society an income and expenditure account for the period, in the case of the first account, since the incorporation of the society and, in any other case, since the preceding account, made up in every case to the end of the preceding financial year.

(2) The directors of a society shall cause to be prepared and laid before the annual general meeting of the society a balance sheet as at the end of the preceding financial year.

(3) Every income and expenditure account of a society shall give a true and fair view of the income and expenditure of the society for the relevant period, and every balance sheet shall give a true and fair view of the state of affairs of the society as at the end of the relevant period.

(4) (a) Where a director of a society fails to take all reasonable steps to secure compliance with this section, he shall in respect of such failure be guilty of an offence and shall be liable on conviction on indictment to a fine not exceeding £300.

(b) In any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that he had reasonable grounds for believing that a competent and reliable person was charged with the duty of seeing that this section was complied with and was in a position to discharge that duty.

Display of statement.

61. —(1) A society shall display and at all time keep displayed in a conspicuous place in every office, branch or other place of business of the society a statement in relation to the business carried on by it.

(2) The statement required to be displayed by this section shall be in such form as the Registrar may direct.

Form of accounts.

62. —(1) The income and expenditure account and balance sheet of a society shall be in such form and shall contain such particulars as the Registrar may direct, either generally or with respect to a specified class or classes of societies, denoted by reference to such matters as the Registrar thinks fit.

(2) Unless the Registrar otherwise directs, the income and expenditure account and the balance sheet of a society for any financial year shall include corresponding particulars for the preceding financial year.

Signing of balance sheet.

63. —(1) Every balance sheet of a society shall be signed on behalf of the board of directors by two of the directors and by the secretary or another officer of the society.

(2) There shall be annexed to every balance sheet of a society the income and expenditure account and the auditor's report shall be attached thereto, and any account so annexed shall be approved by the board of directors before the balance sheet is signed on their behalf.

Directors' report.

64. —(1) There shall be attached to every balance sheet laid before the annual general meeting of a society a report by the directors (signed on their behalf by two directors) on the state of the society's affairs.

(2) The report required by this section shall include such particulars relevant to the society's affairs as the Registrar may direct, relating to all societies or to a specified class or classes of societies.

Provisions relating to certain documents.

65. —(1) A copy of every balance sheet (including every document required under this Act to be annexed to it) which is to be laid before the annual general meeting of a society, together with a copy of the auditor's report and the directors' report, shall, not later than 21 days after the date of the meeting, be sent to the Registrar.

(2) Every member of a society and every depositor with a society shall be furnished on demand with a copy of the most recently available balance sheet of the society (including every document required under this Act to be annexed to it) together with a copy of the auditor's report and the directors' report, on payment of such fee as may be fixed by the Registrar for this purpose.

(3) The documents referred to in subsection (1) shall be available for inspection by any member at the chief office of a society during the office hours of the society.

(4) The Registrar may, if he thinks fit, require a society to send a copy of a document referred to in subsection (1) to every person entitled to attend its meetings.

Appointment of auditor.

66. —(1) A society shall, at each annual general meeting, appoint an auditor to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting.

(2) Subject to subsection (3), at any annual general meeting a retiring auditor, however appointed, shall be re-appointed without any resolution being passed, unless—

(a) he is not qualified under section 68 for re-appointment, or

(b) a resolution has been passed at that meeting appointing somebody instead of him or providing expressly that he shall not be re-appointed, or

(c) he has given the society notice in writing of his unwillingness to be re-appointed.

(3) Where notice is given of an intended resolution to appoint some other person or persons in place of a retiring auditor and by reason of the death, incapacity or disqualification of that person or of all those persons (as the case may be) the resolution cannot be proceeded with, the retiring auditor shall not be re-appointed solely by virtue of subsection (2).

(4) The first auditor of a society may be appointed by the directors at any time before the first annual general meeting, and an auditor so appointed shall hold office until the conclusion of that meeting.

(5) A society may at a general meeting remove any auditor appointed under subsection (4) and may appoint in his place any other person who has been nominated for appointment by any member of the society and of whose nomination notice has been given to the members of the society not less than 14 days before the date of the meeting.

(6) (a) Where the directors fail to exercise their powers under subsection (4), a society at its first annual general meeting may appoint the first auditor.

(b) Where, at an annual general meeting, no auditor is appointed or re-appointed, the Registrar may appoint a person to fill the vacancy.

(c) A society shall, within one week of the Registrar's powers under paragraph (b) becoming exercisable, give the Registrar notice of that fact.

(7) The directors of a society may fill any casual vacancy in the office of auditor but, while any such vacancy exists, any surviving or continuing auditor or auditors may act.

(8) The appointment of a firm by the name of the firm to be the auditor of a society shall be deemed to be an appointment of those persons who from time to time during the period of the appointment are the partners in that firm as from time to time constituted and are qualified to be the auditor of the society.

Resolutions relating to appointment and removal of auditor.

67. —(1) Subject to subsection (2), a resolution at an annual general meeting of a society, appointing as auditor a person other than a retiring auditor or providing expressly that a retiring auditor shall not be re-appointed, shall not be effective unless notice of the intention to move it has been given to the society not less than 28 days before the meeting at which it is moved.

(2) Where, after notice of the intention to move such a resolution has been given to the society, an annual general meeting of the society is called for a date less than 28 days after the notice has been given, the notice, although not given within the time required by subsection (1), shall be deemed to have been properly given for the purposes of that subsection.

(3) A society shall give its members notice of any such intended resolution at the same time and in the same manner as it gives notice of the meeting or, if that is not practicable, it shall give them not less than twenty-one days' notice of the intended resolution either by advertisement in a daily newspaper published in the State and circulating in the area in which the society's chief office is situated or in any other way permitted by the rules of the society.

(4) On receipt of notice of such an intended resolution, a society shall forthwith send a copy of the notice to any retiring auditor.

(5) Subject to subsection (6), where notice is given of such an intended resolution and the retiring auditor makes in relation to it representations in writing to the society (not exceeding a reasonable length) and requests their notification to members of the society, the society shall, unless the representations are received by it too late for it to do so—

(a) in any notice of the intended resolution given to members of the society, state the fact of the representations having been made, and

(b) send a copy of the representations to every member of the society entitled to attend and vote at a meeting of the society,

and if a copy of the representations is not sent as aforesaid because received too late or because of the society's default, the auditor may (without prejudice to his right to be heard orally) require that his representations shall be read out at the meeting.

(6) Copies of the representations need not be so sent out and the representations need not be read out at the meeting if, on the application either of the society or of any other person who claims to be aggrieved, the Court is satisfied that the rights conferred by this section are being, or are likely to be, abused in order to secure needless publicity for defamatory matter, and the Court may order the society's costs on an application under this section to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

(7) Subsections (5) and (6) shall apply to a resolution to remove the first auditor appointed by virtue of section 66 (4) as they apply in relation to a resolution that a retiring auditor shall not be re-appointed.

Qualifications for appointment as auditor.

68. —(1) A person shall not be qualified for appointment as auditor of a society unless he is a member of a body of accountants for the time being recognised by the Minister for Industry and Commerce for the purposes of section 162 (1) (a) of the Act of 1963 or is for the time being authorised by the Minister for Industry and Commerce under section 162 (1) (b) of that Act to be appointed auditor of a company.

(2) Where an auditor of a society is convicted of a criminal offence arising out of or connected with the performance of his duties or his conduct as an auditor, he shall not be qualified for appointment as auditor of a society without the permission of the Court.

(3) None of the following persons shall be qualified for appointment as an auditor of a society:

(a) an officer or servant of the society (other than an auditor);

(b) a person who is a partner of or in the employment of or who employs an officer or servant of the society (other than an auditor);

(c) a body corporate.

Auditor's report, right of access to books and to attend meetings, etc.

69. —(1) The auditor of a society shall make a report to the members on the accounts examined by him and on every balance sheet and every income and expenditure account laid before the society at an annual general meeting during his tenure of office.

(2) The auditor's report shall be read at the annual general meeting of the society and shall be open to inspection by any member of the society.

(3) The auditor's report shall state whether—

(a) he has obtained all the information and explanations which to the best of his knowledge and belief were necessary for the purposes of his audit,

(b) in his opinion, proper books of account have been kept by the society so far as appears from his examination of those books, and proper returns adequate for the purposes of his audit have been received from branches not visited by him,

(c) the balance sheet and income and expenditure account are in agreement with the books of account and records of the society, and

(d) in his opinion and to the best of his information and according to the explanations given to him, the society's balance sheet and income and expenditure account give the information required by this Act in the manner so required and give a true and fair view—

(i) in the case of the balance sheet, of the state of the society's affairs as at the end of its financial year, and

(ii) in the case of the income and expenditure account, of the income and expenditure of the society for its financial year.

(4) It shall be the duty of the auditor in preparing his report under this section to carry out such investigations as will enable him to form an opinion as to whether—

(a) the society has kept proper books of account and records, and

(b) the society has maintained a satisfactory system of control over its transactions and records and, in particular, whether subsections (2) and (4) of section 59 have been complied with;

and, where the auditor is of opinion that the society has failed to keep proper books of account and records or to maintain a satisfactory system of control over its transactions and records, he shall so state in his report.

(5) Every auditor of a society shall have a right of access at all reasonable times to the books, accounts, records and vouchers of the society and to all other documents relating to its affairs (including deeds relating to property mortgaged to the society), and shall be entitled to require from the officers of the society such information and explanations as he thinks necessary for the performance of the duties of the auditor.

(6) The auditor of a society shall be entitled to attend any general meeting of the society, to receive at least 21 days' notice of the holding of any such meeting (together with any communications relating to such a meeting which any member of the society may receive) and to be heard at any meeting which he attends on any part of the business of the meeting which concerns him as an auditor.

Submission of returns and information.

70. —(1) Every society shall submit an annual return to the Registrar within 21 days after the date of the annual general meeting in such form as he shall direct and shall submit such other information and returns within such period as the Minister or the Registrar may require from time to time.

(2) The annual return shall be signed by two directors and by the secretary or another officer of the society.

(3) The Registrar may at his discretion, on application being made to him in writing, fix a period other than the period referred to in subsection (1) for the submission of the annual return in relation to a society or a particular class or classes of society or all societies.

(4) The auditor of a society shall make a report on the annual return, and a copy of his report shall be attached to the return sent to the Registrar under this section.

(5) The auditor's report on the annual return shall include the following—

(a) whether in his opinion the annual return is properly drawn up in accordance with the requirements of this Act and any regulations under this Act,

(b) whether the return gives a true and fair view of the matters dealt with in it, and

(c) whether the return is in agreement with the accounts and records of the society.

(6) Every member of a society and every depositor with a society shall be furnished on demand with a copy of the most recently available annual return (including the auditor's report thereon) on payment of such fee as may be fixed by the Registrar for this purpose.

(7) Every society shall submit to the Registrar together with the annual return required under subsection (1) a return with respect to—

(a) every property which has, during the financial year to which the return relates, been sold by the society in the exercise of its powers as mortgagee, and

(b) every mortgage which has been transferred by the society during that financial year.

(8) A person who has effected a mortgage in favour of a society, and any person to whom have passed (whether by operation of law or otherwise) any of the rights or liabilities under such a mortgage of the person who effected it, shall be entitled to be furnished by the society with a copy of so much of any return made under subsection (7) as related to that mortgage.

Liability of officer.

71. —(1) Any provision (whether contained in the rules of a society or in any contract with a society or otherwise) for exempting an officer of a society from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the society shall, subject to subsection (2), be void.

(2) (a) Nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him before the commencement of this section.

(b) A society may indemnify such officer against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 72 in which relief is granted to him.

Court's power to grant relief to officer of a society.

72. —(1) Where in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a society it appears to the court hearing the case that that officer is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he acted honestly and reasonably and that, having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default or breach of duty or breach of trust that court may relieve him (either wholly or partly) from his liability on such terms as the court may think fit.

(2) Where an officer of a society has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the Court for relief, and the Court on any such application shall have the same power to relieve him as it would have had under this section if it had been a court before which proceedings against that person for such negligence, default, breach of duty or breach of trust had been brought.

(3) Where any case to which subsection (1) applies is being tried by a judge with a jury the judge after hearing the evidence may, if he is satisfied that the defendant ought under that subsection be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and direct judgment to be entered for the defendant on such terms as to costs or otherwise as the judge may think proper.

Register of members.

73. —(1) Every society shall keep a register of the names and addresses of its members.

(2) The register shall be kept at the chief office of the society or, with the consent in writing of the Registrar, at one or more offices of the society other than its chief office.

(3) Every society having more than fifty members shall, unless the register is in such a form as to constitute an index, keep an index of the names of the members of the society and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index, and the index shall at all times be kept at the same place as the register of members.

(4) (a) A member of a society may, for the purpose of communicating with other members on a subject relating to its affairs, request the secretary to transmit to those other members such information as he requires and where the secretary, having regard to the interests of members as a whole and to any other relevant circumstances, is satisfied that the application is made in good faith, he shall comply with the request.

(b) Where the secretary of a society complies with a request under paragraph (a) the applicant shall be liable for any costs incurred by the society in complying with the request and the society may require the applicant to give security for payment of costs.

(5) In the event of the refusal of a society to comply with a request under subsection (4), the secretary of the society shall notify the member who made the request of the grounds for such refusal and the member may refer the refusal to the Registrar.

(6) A decision on a request under subsection (4) shall be notified to the member who made the request within a period of one month after the day on which the request is received by the society.

(7) Where an applicant makes a reference to the Registrar under subsection (5), the Registrar may, having heard any representations made by the society, direct the society to comply with the request subject to such limitations or conditions (including conditions relating to the nature of the information to be given, and to arrangements for payment of costs) as the Registrar may think fit.

Register of directors and secretary.

74. —(1) Every society shall keep at its chief office or (with the consent in writing of the Registrar) at one or more of the offices of the society other than its chief office a register containing the following particulars relating to each director and the secretary of the society—

(a) his present surname and forenames and any former names, and

(b) his present residential address.

(2) A register under this section shall also contain the following particulars relating to each director of a society—

(a) his business occupation (if any); and

(b) any other directorships held of bodies corporate incorporated in the State.

(3) (a) A society shall, within the appropriate period referred to in paragraph (b), send to the Registrar a return in such form as he may require of the particulars contained in a register under this section and a notification of any change of director or secretary of a society, together with the date of such change.

(b) The periods mentioned in paragraph (a) are—

(i) in the case of the return, 14 days from the commencement of the section where a society is incorporated before such commencement, and 14 days from the date of appointment of the first directors where a society is incorporated after such commencement,

(ii) in the case of a change, 14 days from the change.

(4) Any member of a society or any other person may require a copy of the register, or of any part thereof on payment of such sum as the Registrar may fix, and the society shall cause any copy so required to be sent to the person within a period of ten days after the day on which the request for the copy is received by the society.

(5) A register under this section shall be open to inspection by any member free of charge and by any other person on payment of such sum as the Registrar may fix, subject to such reasonable restrictions as the society concerned may impose at a general meeting, but so that not less than two hours in each day be allowed for inspection.

Commission, insurance, etc.

75. —(1) A society shall not give any commission in consideration of or in connection with the introduction of mortgage business to the society, or in consideration of or in connection with an undertaking to introduce such business.

(2) A society shall not enter into an arrangement with a person having a financial interest in the disposition of an estate (or with any person acting on his behalf) under which, or the effect of which is, that the society will receive commission in consideration of or in connection with the making of, or with a decision or an undertaking to make, a loan in respect of the estate.

(3) A person shall not accept any commission in consideration of or in connection with the introduction of mortgage business to a society, or in consideration of or in connection with an undertaking to introduce such business.

(4) An officer, solicitor or surveyor of a society shall not accept, in addition to the remuneration authorised by the rules of the society, any commission for or in connection with any loan made or proposed to be made by the society.

(5) A director of a society, who is also an auctioneer, shall not accept any commission in his capacity as auctioneer for or in connection with a transaction involving a property for which a loan is made or proposed to be made by the society.

(6) An officer, solicitor or surveyor of a society shall not accept any commission in connection with the effecting of an insurance policy (including a life assurance policy), where—

(a) a charge on the policy is given as additional security for a loan made or proposed to be made by the society,

(b) the society makes an addition to a loan to enable payment to be made of a premium on the policy, or

(c) the policy is taken out to comply with the terms on which a loan is made or proposed to be made by the society.

(7) A society shall not require a borrower to take out, in consideration of or in connection with the making of a loan, a life assurance policy, other than a policy providing, in the event of the death of the borrower before the loan has been repaid, for payment of a sum not exceeding the amount then outstanding on the loan or a policy taken out to provide additional security under section 78 (2).

(8) Subsection (7) shall not apply in relation to a loan in respect of which the sum advanced will, under the terms of the mortgage, be repaid out of the proceeds of a life assurance policy taken out at the time the loan is made on the life of the mortgagor.

(9) A person who gives any commission the acceptance of which is prohibited by subsection (3), (4), (5) or (6) shall be guilty of an offence.

Regulations relating to management of society.

76. —(1) The Minister may, on the recommendation of the Registrar and after consultation with the Minister for Finance and the Building Societies Advisory Committee, make such regulations relating to the management of societies as he considers necessary or expedient for the purpose of securing their proper and efficient management or for the purpose of promoting the orderly and proper regulation of building society business.

(2) Without prejudice to the generality of subsection (1), regulations under this section may provide—

(a) for limits (calculated by reference to amounts, percentages or otherwise) on the expenditure that may be incurred by a society for the purpose of or arising from its operation and management,

(b) for a code of practice relating to societies, with which societies shall take all practicable steps to comply.

(3) Regulations under this section may apply to all societies or to a specified class or classes of societies, and to all expenditure of the type referred to in subsection (2) (a) or to a specified class or classes of that expenditure, and different limits and different provisions of a code of practice may apply to a specified class or classes of societies, and a class or classes of societies may be so specified by reference to such matters as the Minister, on the recommendation of the Registrar, may consider appropriate.

(4) Where regulations are proposed to be made under this section, a draft of the proposed regulations shall be laid before each House of the Oireachtas and the regulations shall not be made until a resolution approving of the draft has been passed by each such House.