Building Societies Act, 1989

Resolutions relating to appointment and removal of auditors.

84.—(1) Subject to subsection (2), a resolution at a general meeting of a building society—

(a) appointing as auditor a person other than a retiring auditor,

(b) providing that a retiring auditor shall not be reappointed,

(c) removing an auditor before the expiration of his term of office,

(d) filling a casual vacancy in the office of auditor, or

(e) re-appointing as auditor a retiring auditor who was appointed by the directors to fill a casual vacancy,

shall not be effective unless notice of the intention to move it has been given to the society and to the Central Bank not less than 28 days before the meeting at which it is to be moved.

(2) Where, after notice of the intention to move such a resolution has been given to the society, a 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 purpose 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 notice, the period of which has been approved by the Central Bank, of the intended resolution by advertisement in a daily newspaper published in the State and circulating in the area in which the society's chief office is situated.

(4) A notice under subsection (3) shall not be given within 7 days of the date of the receipt of the intended resolution.

(5) On receipt of notice of such an intended resolution as is mentioned in subsection (1), the society shall forthwith—

(a) if the resolution is a resolution mentioned in paragraph (a) or (b) of the subsection, send a copy thereof to the retiring auditor;

(b) if the resolution is a resolution mentioned in paragraph (c) of the subsection, send a copy thereof to the auditor proposed to be removed;

(c) if the resolution is resolution mentioned in paragraph (d) of the subsection, send a copy thereof to the person (if any) whose ceasing to hold the office of auditor of the society occasioned the casual vacancy;

(d) if the resolution is a resolution mentioned in paragraph (e) of the subsection, send a copy thereof to the person so ceasing to hold office.

(6) Where notice is given of such an intended resolution as is mentioned in paragraphs (a), (b) and (c) of subsection (1) and the retiring auditor or the auditor proposed to be removed, as the case may be, makes in relation to it representations in writing to the society (not exceeding a reasonable length) and requests their notification to the members of the society, the society shall, subject to subsection (7), (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 to whom notice of the meeting is or has been sent,

and if a copy of the representations is not sent as aforesaid because it was 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.

(7) Subsection (6) shall not apply if, on the application either of the society or of any other person who claims to be aggrieved, the Central Bank is satisfied that compliance with it would diminish substantially public confidence in the society or that the rights conferred by it are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.

(8) An auditor of a society who has been removed shall be entitled to attend—

(a) the annual general meeting of the society at which, but for his removal, his term of office as auditor of the society would have expired, and

(b) the general meeting of the society at which it is proposed to fill the vacancy occasioned by his removal, and

to receive all notices of, and other communications relating to, any such meeting which a member of the society entitled to notice of the meeting is entitled to receive, and to be heard at any such meeting on any part of the business of the meeting which concerns him as former auditor of the society.