Building Societies Act, 1989


Provisions applicable as respects the memorandum and rules

Section 10 .

Part I

The Memorandum

1. The memorandum of a building society shall specify—

(a) the name of the society;

(b) the objects of the society;

(c) the adoptable powers (if any) and any restrictions thereon which the society has adopted in accordance with section 36 ; and

(d) the restrictions (if any) which the society has assumed on the extent of any of its other powers under this Act.

2. In order to comply with paragraph 1 (c) and (d) the terms of each adoptable power and of each restriction on the extent of any power must be set out in the memorandum.

3. For compliance with paragraph 1 (c) as respects the powers referred to in section 28 the memorandum shall state the fact that the powers of investment and support have been adopted in the case of bodies corporate or approved housing bodies and the purpose of the investment or support.

4. Where any power that a society has adopted under this Act ceases to be exercisable by a society the society shall annex to its memorandum a note of that fact and the date from which it has so ceased and shall send a copy of the note to the Central Bank which shall keep the copy in the public file of the society.

Part II

The Rules

5. The rules of a building society shall provide for the following—

(a) the name of the society;

(b) the manner in which the society may change its chief office;

(c) the manner of determination of the terms on which shares are to be issued and repaid, and the manner in which shareholders are to be informed of changes in the terms on which their shares are held;

(d) whether any preferential or deferred shares are to be issued and, if so, within what limits and on what terms;

(e) the manner in which housing loans are to be made and repaid, and the conditions on which such a borrower can redeem the amount due from him before the end of the period for which such a loan was made;

(f) the arrangements for the custody of the mortgage deeds and other securities belonging to the society;

(g) the manner in which losses are to be ascertained and provided for;

(h) the powers and duties of the board of directors;

(i) the manner of appointing, remunerating (including pensions) and removing directors (including the filling of casual vacancies) and, where it is not to be fixed by resolution at the annual general meeting, the maximum amount of remuneration to be paid to directors;

(j) the manner of remunerating auditors;

(k) the form, and arrangements for the custody and use, of the seal of the society;

(l) the right of members to requisition meetings;

(m) the form of notice for the convening of a meeting and the manner of service of the notice;

(n) the right of members to move resolutions at meetings;

(o) the manner in which notice of any resolution (including a special resolution or a conversion resolution) to be moved at meetings is to be given to members;

(p) the procedure to be observed at meetings;

(q) the voting rights of members, the right of a member to demand a poll and the manner in which a poll is to be taken;

(r) the right of a member to appoint a proxy;

(s) whether disputes between the society and any of its members, or any person claiming by or through any member or under the rules, shall be settled by reference to the Circuit Court, arbitration or the Central Bank;

(t) the manner in which membership of the society is to cease;

(u) the right of members to participate in the distribution of any surplus assets after payments to creditors on the winding up or dissolution of the society; and

(v) the manner of appointing an independent person or persons, not being an officer or employee of the society, to supervise the conduct of a poll for the election of a director.

6. Nothing in this Schedule shall be taken to authorise any provision to be made in the memorandum or rules of a society which is inconsistent with this Act or regulations made thereunder or requirements of the Central Bank in the exercise of its functions under this Act or to affect the operation of any provision of this Act making rules void to any specified extent.