Bank of Ireland Charter Amendment Act, 1872

BANK OF IRELAND CHARTER AMENDMENT ACT 1872

CHAPTER V.

An Act to amend the Charter under which the Bank of Ireland is incorporated. [23rd April 1872.]

[Preamble recites Charter of the Bank of Ireland, 10th May 1783.]

Short title.

1. This Act may be cited for all purposes as “The Bank of Ireland Charter Amendment Act, 1872.”

Number of directors of Bank of Ireland.

2. The members of the Corporation of the Bank of Ireland, duly qualified as in the said charter mentioned, and duly convened and present at a meeting of a general court of the said Corporation as in the said charter directed, may by a resolution reduce the number of the directors of the said Corporation from fifteen to thirteen or to eleven, as they may deem expedient, exclusive of the governor and deputy governor.

Retiring directors eligible for re-election.

3. The members of the said Corporation may at every annual election of directors re-elect for the ensuing year all or any of those who were directors for the year next preceding: Provided always, that the members of the Corporation may at any time hereafter, at a meeting of a general court, and by a resolution as aforesaid, determine that thenceforth some number not exceeding one third of the retiring directors shall not be chosen at the next following election, and at the same time and in like manner provide the mode in which the directors who are not to be re-eligible shall be determined.

Quorum of directors.

4. Whenever the number of directors shall by such resolution as aforesaid be reduced to thirteen, the governor, deputy governor, and directors, or any seven or more of them (of whom the governor or deputy governor, unless as in the said charter excepted or in this Act otherwise provided, to be always one), shall and may constitute a court of directors, and shall and may act according to such byelaws, constitutions, orders, rules, or directions as shall from time to time be made and given in to them by the general court of the said Corporation; and in all cases where such byelaws, constitutions, orders, rules, or directions by or from the general court shall be wanting, the said governor or deputy governor and directors, or the major part of them, so assembled, where of the governor or deputy governor is to be always one, save as herein-after is mentioned, shall and may direct and manage all the affairs and business of the Corporation as in the said charter in that behalf particularly mentioned, and subject to the provisoes in the said charter contained; and whenever the number of directors shall by such resolution as aforesaid be reduced to eleven, the governor, deputy governor and directors, or any six or more of them (of whom the governor or deputy governor, unless as in the said charter excepted or in this Act otherwise provided, to be always one), shall constitute a court of directors, and shall and may act according to such byelaws, constitutions, orders, rules, or directions as shall from time to time be made and given in to them by the general court of the said Corporation; and in all cases where such byelaws, constitutions, orders, rules, or directions by or from the general court shall be wanting, the said governor or deputy governor and directors, or the major part of them, so assembled, whereof the governor or deputy governor is to be always one, save as herein-after is mentioned, shall and may direct and manage all the affairs and business of the Corporation, as in the said charter in that behalf particularly mentioned, and subject to the provisoes in the said charter contained: Provided that if the governor and deputy governor be absent from any meeting of a court of directors for one hour after the usual time of proceeding to business, the court of directors may choose a chairman for that time only and proceed to business and transact the affairs of the said Corporation, and the transactions of the court of directors shall be as valid and effectual to all intents and purposes as if the governor or deputy governor had been present: Provided also, that in every such court of directors there be eight directors present when the number of directors is thirteen, and that there be seven directors present when the number of directors is eleven.

Byelaws.

5. The members of the said Corporation, duly qualified as in the said charter mentioned, and present at a duly convened general court of the said Corporation, may alter and amend their byelaws so as to make the same conformable with the provisions contained in this Act.

Charter not to be otherwise affected.

6. Provided always, that nothing in this Act contained shall in any respect affect, vary, or alter the said charter, or the powers and provisions therein given and contained, save as the same are or may be varied or modified by the provisions in this Act contained; and the directors who may be re-elected under and by virtue of the provisions contained in this Act shall be subject in all respects to the provisions and enactments and clauses mentioned and expressed in the said charter.

[S. 7 rep. 46 & 47 Vict. c. 39. (S.L.R.)]