Companies (Miscellaneous Provisions (Covid-19) Act 2020

General meetings during interim period

28. The Act of 1893 is amended by the insertion of the following section before section 15:

“14B. (1) This section (including any regulations made thereunder) shall apply to the general meetings of a registered society during the interim period only and shall so apply notwithstanding any other provision of this Act, the Act of 1978 or any provision of the rules of the society.

(2) If, as respects the year 2020, the requirement to hold an annual general meeting (the ‘relevant requirement’) would, but for this subsection, fall to be complied with by a registered society on a date in that year (the ‘relevant date’) that is earlier than 31 December 2020, then the society may opt to satisfy the relevant requirement by its holding the annual general meeting on a date that is a date subsequent to the relevant date (but that is not a date later than 31 December 2020).

(3) Where a registered society opts to avail itself of subsection (2), subsections (1) and (2) of section 30 of the Act of 1978 shall apply to the society as if, in each of those subsections (1) and (2) of that section, the words ‘the meeting of the society last-mentioned in section 14B(2) of the Principal Act’ were substituted for the words ‘the annual general meeting of the society’.

(4) A general meeting convened or held by a registered society may be conducted—

(a) wholly by the use of electronic communications technology that provides members, and where the rules of a registered society allow for a proxy, proxies, as a whole, entitled to attend, with a reasonable opportunity to participate in the meeting in accordance with subsection (5),

(b) in one or more physical venues at the same time, or

(c) at a physical venue and, if necessary, include the use of electronic communications technology that provides members, and where the rules of a registered society allow for a proxy, proxies, entitled to attend the meeting with a reasonable opportunity to participate in the meeting in accordance with subsection (5).

(5) (a) A registered society may provide for participation in a general meeting by providing or facilitating, for that purpose, the use of electronic communications technology, including a mechanism for casting votes by a member, whether before or during the meeting.

(b) The mechanism referred to in paragraph (a) shall not require the member to be physically present at the general meeting or require the member to appoint a proxy who is physically present at the meeting.

(6) The use of electronic communications technology pursuant to subsection (5) may be made subject only to such requirements and restrictions put in place by the registered society as are necessary to ensure the identification of those taking part and the security of such technology, to the extent that such requirements and restrictions are proportionate to the achievement of those objectives.

(7) A registered society shall inform members, before the general meeting concerned, of any requirements or restrictions which it has put in place pursuant to subsection (6).

(8) Members entitled to attend a general meeting shall not permit a person not entitled to attend that meeting to participate, listen or view the proceedings of a meeting by way of electronic communications technology unless authorised by the chairperson of the meeting.

(9) A registered society that provides for the use of electronic communications technology for participation in a general meeting by a member shall ensure, as far as practicable, that—

(a) such technology—

(i) provides for the security of any electronic communications by the member,

(ii) minimises the risk of data corruption and unauthorised access,

(iii) provides certainty as to the source of the electronic communications,

(b) in the case of any failure or disruption of such technology, that failure or disruption is remedied as soon as practicable,

(c) such technology enables the member to—

(i) hear what is said by the chairperson of the meeting and any person introduced by the chairperson, and

(ii) speak and submit questions and comments during the meeting to the chairperson to the extent that the member is entitled to do so under the rules of the society,

and

(d) in the case of a matter being the subject of a vote, guarantees the accuracy and confidentiality of an individual vote of the member in terms of it being communicated, recorded and counted.

(10) Any temporary failure or disruption of electronic communications technology shall not invalidate the general meeting or any proceedings relating to the general meeting.

(11) Unless such failure or disruption is attributable to any wilful act of the registered society, a registered society shall not be liable in respect of any failure or disruption relating to the equipment used by a member to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the member’s participation, by way of such technology, in the meeting.

(12) Where, in the opinion of the committee of management, it is deemed necessary—

(a) in order to comply with the public health guidance of the Government or regulations made under sections 5 and 31A of the Health Act 1947 in respect of the movement or gathering of persons for the purposes of preventing, limiting, minimising or slowing the spread of Covid-19, the committee may, at any time up to the end of the day prior to the day on which a general meeting is to be held—

(i) postpone the meeting,

(ii) change the venue of the meeting,

(iii) change the means of holding the meeting (including to provide for members to participate in the meeting by the use of electronic communications technology), or

(iv) change the means of holding the meeting from being a meeting conducted wholly by the use of electronic communications technology to a meeting that could be conducted in a physical venue with or without an option for participation, by the use of such technology, in the meeting,

or

(b) due to exceptional and unexpected circumstances, the committee may cancel such meeting at any time prior to the holding of that meeting.

(13) A registered society shall notify members of any changes to the holding of a general meeting pursuant to subsection (12) as soon as practicable.

(14) Each member and, where the rules of a registered society allow for a proxy, each proxy shall be counted in the quorum where they attend a general meeting by way of electronic communications technology in accordance with this section.

(15) The notice of a general meeting given by a registered society in accordance with its rules, where the meeting includes participation by the use of electronic communications technology during the interim period, shall specify, at a minimum—

(a) the electronic platform to be used for the meeting,

(b) details for access to the electronic platform,

(c) the time by and manner by which a member must confirm his or her intention to attend the meeting,

(d) any requirements or restrictions which the society has put in place in order to identify members who intend to attend the meeting,

(e) the procedure for members to communicate questions and comments before and during the meeting, and

(f) the procedure to apply for voting on resolutions proposed to be passed at the meeting.

(16) (a) The Minister may, if he or she considers it appropriate, by regulations make further provision for all or any of the following in relation to general meetings to be held by way of electronic communications technology:

(i) the convening and conduct of the meetings;

(ii) attendance at the meetings;

(iii) notice to be provided relating to the meetings;

(iv) access to and participation in the meetings.

(b) Every regulation made by the Minister under this section shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation is passed by either such House within the next twenty one days on which that House sits after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

(17) In this section—

‘Act of 1978’ means the Industrial and Provident Societies (Amendment) Act 1978 ;

‘attend’, in relation to a general meeting of a registered society, means to attend the meeting at a physical venue or to attend or participate in the meeting by the use of electronic communications technology;

‘electronic communications technology’, in relation to a general meeting of a registered society, means technology that enables real time transmission and real time two-way audio-visual or audio communication enabling members as a whole with a reasonable opportunity to participate in the meeting using such technology from a remote location;

‘electronic platform’, in relation to a general meeting of a registered society, means an electronic system for the delivery of audio-visual or audio communication, including websites, access software and access telephone details or any other electronic technology that delivers such communication;

‘general meeting’, in relation to a registered society, means any of the following:

(a) an annual general meeting of the registered society;

(b) a general meeting of the society,

and includes a meeting referred to in paragraph (a) or (b) that has been rescheduled;

‘Minister’ means the Minister for Business, Enterprise and Innovation.”.