Pyrite Resolution Act 2013

SCHEDULE

The Board

Section 11 (8).

1. The Minister may at any time, on reasonable notice in writing and for stated reasons, remove from office a member of the Board (or, if the appointed member concerned is the Chairman, either from the Board or only from being Chairman) if, in the opinion of the Minister—

(1) the member has become incapable through ill-health of performing his or her functions, or

(2) the member has committed stated misbehaviour, or

(3) the member’s removal from office appears to be necessary or expedient for the effective performance by the Board of its functions.

2. Subject to paragraph 3, the Board may act notwithstanding one or more vacancies among its members.

3. The quorum for meetings of the Board shall be three members.

4. (1) In addition to meeting with all participants physically present, the Board may hold or continue a meeting by the use of any means of communication by which all the participants can hear and be heard at the same time and such a meeting shall be referred to as an “electronic meeting”.

(2) A member who participates in an electronic meeting is taken for all purposes to be present at the meeting.

5. A member of the Board may resign at any time his or her membership by a letter addressed to the Minister and the resignation shall take effect from the date specified in the letter or upon receipt of the letter by the Minister, whichever is the later.

6. A person shall cease to be, and shall be disqualified from being, a member of the Board if he or she—

(1) is adjudicated bankrupt,

(2) makes a composition or arrangement with creditors,

(3) is sentenced by a court of competent jurisdiction to a term of imprisonment,

(4) is disqualified or restricted from being a director of any company,

(5) is convicted of any indictable offence in relation to a company,

(6) is convicted of an offence involving fraud or dishonesty, whether in connection with a company or not,

(7) is the subject of an order under section 160 of the Companies Act 1990 , or

(8) does not possess a tax clearance certificate issued under section 1095 (inserted by section 127 (b) of the Finance Act 2002 ) of the Taxes Consolidation Act 1997 .

7. Where a member of the Board—

(1) becomes a member of a local authority,

(2) accepts a nomination as a member of Seanad Éireann,

(3) is elected to be a member of either House of the Oireachtas or to be a member of the European Parliament,

(4) is regarded pursuant to Part XIII of the Second Schedule to the European Parliament Elections Act 1997 as having been elected to that Parliament,

(5) becomes a Judge, Advocate General or Registrar of the Court of Justice of the European Union,

(6) becomes a member of the Commission of the European Union,

(7) becomes a member of the Court of Auditors of the European Union, or

(8) is appointed under the Constitution as a Judge or as the Comptroller and Auditor General,

he or she shall thereupon cease to be a member of the Board.

8. A person who is for the time being entitled under the Standing Orders of either House of the Oireachtas to sit therein, or who is a representative in the European Parliament or a member of a local authority shall, while he or she is so entitled or is such a representative or member, be disqualified from becoming a member of the Board.

9. Where at a meeting of the Board any of the following matters arise, namely—

(1) an arrangement to which the Board is a party or is a proposed party, or

(2) a contract or other agreement, or a proposed contract or other agreement with the Board,

then, any member of the Board present at the meeting who otherwise than in his or her capacity as a member of the Board has a material interest in the matter shall—

(a) at the meeting disclose the fact of such interest and the nature thereof to the other members of the Board present in advance of any consideration of the matter,

(b) neither influence nor seek to influence a decision to be made in relation to the matter,

(c) absent himself or herself from the meeting or that part of the meeting during which the matter is being discussed, and

(d) take no part in any deliberation or decision relating to the matter.

10. Where a material interest is disclosed under paragraph 9, the disclosure shall be recorded in the minutes of the meeting concerned and, for so long as the matter to which the disclosure relates is being dealt with by the meeting, the member of the Board by whom the disclosure is made shall not be counted in the quorum for the meeting.

11. Where, at a meeting of the Board, a question arises as to whether or not a course of conduct, if pursued by a member of the Board, would constitute a failure by him or her to comply with the requirements of paragraph 9, the question may, subject to paragraph 12, be determined by the chairperson of the meeting, whose decision shall be final, and where such a question is so determined, particulars of the determination shall be recorded in the minutes of the meeting.

12. Where, at a meeting of the Board, the chairperson of the meeting is the person in respect of whom a matter to which paragraph 9 applies falls to be determined, then the other members of the Board attending the meeting shall choose one of their number to be chairperson of the meeting for the purposes of paragraph 11.

13. Where—

(1) the Minister is satisfied that a member of the Board has contravened paragraph 9, the Minister may, if he or she thinks fit, remove that member of the Board from office,

(2) a person is removed from office pursuant to subparagraph (1), he or she shall henceforth be disqualified for being a member of the Board.

14. If a member of the Board dies, resigns, becomes disqualified or is removed from membership, the Minister may appoint a person to be a member of the Board and fill the vacancy so caused and the person so appointed shall hold office for the unexpired term of office of the said member.

15. The Board shall hold such and so many meetings as may be necessary for the performance of its functions.

16. The Chairman may, at any reasonable time, call a meeting of the Board and the Chairman shall convene a meeting of the Board whenever requested to do so by not less than three members.

17. If the Chairman refuses to call a meeting of the Board having been presented with a requisition for that purpose, signed by not less than three members of the Board, any two members of the Board may forthwith, on that refusal, call a meeting of the Board and, if the Chairman of the Board (without so refusing) does not, within seven days after the presentation of the requisition, call a meeting of the Board, any three members of the Board may, on the expiration of those seven days, call a meeting of the Board.

18. At a meeting of the Board—

(a) the Chairman of the Board shall, if present, be the chairperson of the meeting, or

(b) if and so long as the Chairman of the Board is not present or if that office is vacant, the other members of the Board who are present shall choose one of their number to be chairperson of the meeting.

19. Every question at a meeting of the Board shall be determined by a majority of the votes of the members of the Board present and voting on the question, and, in the case of an equal division of votes, the chairperson of the meeting shall have a second or casting vote.

20. Subject to this Act, the Board shall regulate its procedures, including procedures for an electronic meeting, and business by rules or otherwise.

21. The members of the Board (including the Chairman) may be paid such remuneration and allowances for expenses as the Minister, with the consent of the Minister for Public Expenditure and Reform, may determine.

22. The Board may sue or be sued in its own name.

23. The Board shall, as soon as may be after its establishment, provide itself with a seal.

24. The seal of the Board shall be authenticated by the signature of—

(1) the Chairman of the Board, or

(2) the signature of any 2 members of the Board authorised by the Board to act in that behalf.

25. Judicial notice shall be taken of the seal of the Board and every document purporting to be an instrument made by the Board and to be sealed with the seal of the Board shall be received in evidence and be deemed to be such instrument without further proof unless the contrary is shown.