(a) appoint a person, other than the treasurer, an assistant treasurer or a member of the credit control committee or a credit control officer, as a credit officer to work under the supervision of the credit committee; and (b) delegate to the credit officer the power to approve credit— (i) that is fully secured by the shareholding of the borrowing member or to an amount in excess of that shareholding; or (ii) that qualifies as emergency credit within such definitions and limitations as to amount, the terms of repayment and security required for emergency credit as may be established in writing by the board of directors; and the amount of the excess referred to in paragraph (b)(i), shall be determined from time to time by the board of directors.
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(2)A record of each application for credit which has or has not been approved shall be furnished by the credit officer to the credit committee within seven days of receipt of the application.
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(3)Where there has been a delegation of power to approve credit under subsection (1)(b), a credit officer shall inquire into the character and financial circumstances of an applicant for credit and the security offered, if any, in order to— (a) ascertain the applicant's ability to repay a loan in accordance with its terms, and (b) determine whether the loan is for a provident or productive purpose.
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(4)The board of directors may appoint a person, other than the treasurer, an assistant treasurer, member of the credit committee or a credit officer, as a credit control officer to assist the credit control committee and work under its supervision and control.
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Officers: suspension and removal by Supervisory Committee.
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66.—(1) If the Supervisory Committee of a credit union considers that an officer who is not an employee has taken any action or decision which, in the opinion of the Committee, is not in accordance with the law or the registered rules, then, after consulting the Registrar, the Committee may either— (a) suspend the officer by a unanimous vote of all the members of the Committee taken at a meeting of the Committee called for the purpose of considering his suspension; or (b) convene a special general meeting of the credit union to consider whether to remove the officer in the light of the action or decision taken by him; but no action shall be taken under this subsection without the officer concerned being given an opportunity to be heard by the members of the Supervisory Committee.
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(2)If an officer who has been suspended by the Supervisory Committee in accordance with subsection (1)(a) does not resign within seven days of the vote by the Committee, the Committee shall convene, for a date not more than 21 days after the expiry of those seven days, a special general meeting— (a) for the purpose of reviewing the suspension; and (b) to consider whether to remove the officer in the light of the action or decision taken by him.
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(3)Without prejudice to the requirements of section 80 , not less than 10 days before— (a) the date of a meeting of the Supervisory Committee called as mentioned in subsection (1)(a), and (b) the date of a special general meeting convened as mentioned in subsection (1)(b) or subsection (2), the Supervisory Committee shall give written notice of the meeting to the Registrar and to the officer concerned.
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(4)At a special general meeting held under this section, the members of the credit union, according to the purpose or purposes for which the meeting was convened, may, by secret ballot— (a) ratify the suspension of the officer concerned and remove him from office; (b) rescind the suspension of that officer; or (c) remove that officer from office; but no officer shall be so removed from office without being given an opportunity to be heard by the members present at the meeting.
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(5)Where an officer of a credit union is removed from office at a special general meeting under paragraph (a) or paragraph (c) of subsection (4), the vacancy caused by the removal shall be filled in such manner as may be determined by the meeting.
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General provisions Credit, credit control and membership committees.
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67.—(1) Without prejudice to paragraph (r) of section 55 , the board of directors shall appoint— (a) a credit committee, which shall decide on applications for credit; (b) a credit control committee, which shall seek to ensure the repayment of loans by members of the credit union in accordance with their loan agreements; and (c) a membership committee which shall consider applications for membership of the credit union; and the provisions of the Third Schedule shall apply to the committees.
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(2)The record of applications for credit furnished by a credit officer under section 65
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(2)shall be considered by the credit committee at its next following meeting and become part of the records of the credit union.
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(3)The membership committee shall— (a) at least once in every month notify the board of directors of the new members whose applications they have approved; and (b) where there is a doubt in respect of an applicant's qualification for membership of the credit union, submit the application for membership to the board of directors for a decision.
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Limitation of remuneration.
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68.—(1) A credit union shall not pay any remuneration, directly or indirectly, to— (a) a director of the credit union, (b) a member of the Supervisory Committee or a principal Committee of the credit union, or (c) a credit officer or credit control officer, for any service performed by that person in that capacity.
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(2)Nothing in subsection (1) shall be regarded as prohibiting the payment (or reimbursement) of expenses— (a) which are necessarily incurred by a director or committee member in the course of performing any service on behalf, or for the benefit, of the credit union; and (b) which are approved by a majority of the directors voting at a meeting of the board.
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(3)Nothing in subsection (1) shall be regarded as prohibiting any officer or voluntary assistant of a credit union, acting not as such but in his professional capacity, from tendering for the supply of, and if successful supplying, goods or services to the credit union.
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(4)In any year the treasurer of a credit union may be paid such remuneration (whether described as such or as an honorarium or otherwise) as— (a) may from time to time be approved prior to its payment (or the payment of any part of it) by the members in general meeting; and (b) does not exceed an amount recommended by the board of directors.
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Conflicts of interest.
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69.—(1) An officer of a credit union shall not, in any manner, directly or indirectly, participate in the consideration or determination of any matter in which he, or a body with which he is connected, has a pecuniary interest and, accordingly, an officer shall withdraw from any meeting at which such a matter is to be considered or determined.
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(2)If, apart from this subsection, the withdrawal of an officer from a meeting in pursuance of subsection (1) would cause the meeting to become inquorate, the remaining members shall be treated as constituting a quorum while the matter in question is being considered or determined.
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(3)An officer of a credit union who is or becomes interested, directly or indirectly, in a contract made or proposed to be made by a credit union shall declare the nature of his interest in writing to the board of directors as soon as possible after the contract is made or proposed or, as the case may be, after he becomes so interested.
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(4)A declaration under subsection (3) shall be made— (a) in person at a meeting of the board of directors at which the contract is to be considered; or (b) if the contract is not likely to be considered at such a meeting, by a notice in writing addressed to the board of directors and served on the secretary; and where a notice is served as mentioned in paragraph (b), the secretary shall read the notice at the next meeting of the board of directors.
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(5)Subject to subsection (6), for the purposes of this section, a general notice in writing which is given by an officer of a credit union to the board of directors and is to the effect that— (a) the officer is connected (whether as member, director, employee or otherwise) with a specified body and is to be regarded as interested in any contract which, after the date of the notice, may be made with that body, or (b) the officer is to be regarded as interested in any contract which, after the date of the notice, may be made with a specified person who is connected with him, shall be deemed to be a sufficient declaration of interest in relation to any such contract.
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(6)A notice under subsection (5) shall be of no effect unless and until— (a) it is given in writing in person at a meeting of the board of directors; or (b) it is given in writing addressed to the board of directors and served on the secretary; and where a notice is given as mentioned in paragraph (b), the secretary shall read the notice at the next meeting of the board of directors.
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(7)The provisions of this section shall apply in relation to a transaction or arrangement as they apply in relation to a contract; and, for the purposes of this section, an officer of a credit union shall be regarded as connected with a particular body if he has an interest in the body, whether directly or indirectly and whether as member, director, employee, shareholder or otherwise.
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(8)Within three days (excluding a Saturday, Sunday or public holiday) after a declaration or notice under this section is made or given, the secretary of the credit union concerned shall cause a copy of the declaration or notice to be entered in a register kept for the purpose; and that register— (a) shall be open for inspection without charge by any officer, auditor or member of the credit union; and (b) shall be available at every general meeting of the credit union and, if adequate notice in advance is given to the secretary by any director, at any meeting of the board of directors.
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Required signatories etc.
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70.—(1) None of the documents specified in subsection (2) shall be effective in law to bind a credit union unless signed by at least two officers of the credit union, one of whom shall be a member of the board of directors.
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(2)The documents to which subsection (1) applies are any of the following, so far as not required by law to be under the seal of a credit union— (a) a conveyance or transfer of property of any description by a credit union; and (b) any other document which does not fall within section 55 (k) but by which a credit union enters into an obligation of any description.
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(3)If the rules of a credit union make provision as to the officers by whom documents to which subsection (1) applies are to be signed, a document which purports to be signed as required by that subsection shall not be invalid by reason of any failure to comply with any such provision of the rules.
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(4)The provisions of this section are without prejudice to any additional provisions as to signatures imposed by the Registrar by way of condition under section 49 .
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Confidentiality of information.
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71.—(1) Subject to subsection (2), during his term of office or at any time thereafter, an officer or voluntary assistant of a credit union shall not disclose or permit to be disclosed any information which concerns an account or transaction of a member with, or any other business of, the credit union.
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(2)Subsection (1) does not apply to a disclosure of information— (a) if or to the extent that it is necessary for the proper conduct of the business of the credit union; or (b) which is required by a court in connection with any proceedings; or (c) which is made with the consent of the person to whom the information relates and, where not the same person, of the person from whom the information was obtained; or (d) which, in a case where the credit union is acting or has acted as agent for a person, is made to that person in respect of that capacity; or (e) where the information is in the form of a summary or collection of information and is so framed as not to enable information relating to a particular member to be ascertained from it; or (f) which, in the opinion of the Registrar, is necessary for the protection of the funds of shareholders in or depositors with the credit union or to safeguard the interests of the credit union; or (g) which is made to the Registrar for the purposes of his functions in relation to credit unions.
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(3)As soon as practicable after the beginning of his term of office or, in the case of any person whose term of office began before the commencement of this section, after that commencement, every officer or voluntary assistant of a credit union shall, in such manner as the Registrar may determine— (a) be informed by the credit union of his obligations under this section; and (b) in writing acknowledge that he has been so informed and understands his obligations.
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(4)Any reference in the preceding provisions of this section to a term of office means— (a) in relation to an officer who is an employee, the period of his employment; and (b) in relation to a voluntary assistant, the period during which he is engaged in the operation of the credit union.
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(5)A person who contravenes subsection (1) shall be guilty of an offence.
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(6)In any proceedings for an offence under this section, the onus of proving that any of the paragraphs of subsection (2) excludes a disclosure from subsection (1) shall lie on the person who made or permitted the disclosure.
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Persons disqualified from acting.
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72.—(1) A person who has been adjudicated bankrupt and whose bankruptcy still subsists or who has been convicted of an offence in relation to a credit union or an offence involving fraud or dishonesty shall not— (a) sign an application form for the registration of a society as a credit union; (b) be qualified to be appointed or to act as a director, member of the Supervisory Committee, member of a principal Committee, voluntary assistant, auditor, receiver or liquidator of a credit union; or (c) directly or indirectly take part in or be concerned in the management or operation of a credit union; or (d) permit his name to be put forward for election or appointment to any of the positions referred to in paragraph (b).
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(2)If a person who is a member of the board of directors or of the Supervisory Committee or of a principal Committee of a credit union is adjudicated bankrupt or convicted of such an offence as is referred to in subsection (1), he shall forthwith cease to hold his office and the vacancy thereby created shall be deemed to be a casual vacancy and be filled accordingly.
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(3)A decision of the board of directors of a credit union shall not be affected by the presence at a meeting of the board of a person who, by virtue of this section, is disqualified from being a director; but any vote which such a person purports to cast shall be disregarded.
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(4)Any person who, in relation to a credit union, purports to act in a manner or capacity which, by virtue of his being disqualified under this section, he is prohibited from doing shall be guilty of an offence.
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Giving of security by officers etc.
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73.—(1) Before taking up office, every officer or voluntary assistant of a credit union who will have the receipt or charge of money shall give security in such sum as the board of directors may direct conditioned— (a) for his rendering at all due times a just and true account of all money received and paid by him on account of the credit union; and (b) for the payment by him of all sums due from him to the credit union in his capacity as an officer or voluntary assistant.
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(2)In subsection (1)(a), “at all due times” means at such times as may be specified in the rules or as the credit union or its board of directors may require.
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(3)An officer or voluntary assistant of a credit union shall give security for the purposes of this section either— (a) by becoming bound, either with or without a surety as the board of directors may require, in a bond in such form and amount as the board may approve; or (b) in such cases as may be approved by the Registrar, by giving such other security as the board of directors may direct.
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(4)In relation to a voluntary assistant, the reference in subsection (1) to taking up office is a reference to his becoming engaged in any way in the operation of the credit union.
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Duty to account.
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74.—(1) Whenever required to do so in accordance with subsection (2), every officer or voluntary assistant of a credit union who has the receipt or charge of money on behalf of the credit union shall— (a) render such an account as may be required by the credit union or its board of directors; (b) pay over all such money and deliver all such property of the credit union for the time being under his custody or control to such person as the credit union or its board of directors may appoint.
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(2)Either or both of the requirements in subsection (1) shall arise— (a) on demand; or (b) on the service on the officer or voluntary assistant of a notice in writing imposing the requirement or, as the case may be, both of the requirements; and the requirement in paragraph (a) of that subsection shall also arise at such times as may be determined under the rules of the credit union.
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(3)After the death of an officer or voluntary assistant of a credit union, references in subsections (1) and (2) to the officer or voluntary assistant shall be taken to include references to his personal representatives.
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(4)Without prejudice to the right of a credit union to sue on any bond or other security given under section 73 , if any person fails to comply with a requirement under subsection (1), the Circuit Court, on the application of the credit union, may make an order requiring that person to comply with the requirement.
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(5)The jurisdiction of the Circuit Court under subsection (4) shall be exercised by the judge for the time being assigned to the circuit in which the registered office of the credit union is situated.
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Register of members and officers.
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75.—(1) Every credit union shall keep at its registered office a register in which shall be entered— (a) the membership numbers, names and addresses of its members; (b) a statement of the number of shares and amount of deposits held by each member and, if the shares are distinguished by numbers, the numbers of the shares so held; (c) a statement of other property in the credit union, whether in loans or otherwise, held by each member; (d) the date at which the name of any person was entered in the register as a member; (e) the date at which any person ceased to be a member; and (f) the membership numbers, names and addresses of the officers of the credit union (excluding any person who is an officer solely by virtue of being an employee), with the offices held by them respectively, the dates on which they assumed office and, where applicable, on which they ceased to hold office.
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(2)The register may be kept either by making entries in bound books or by recording the matters in question in any other manner; but, where the register is not kept by making entries in a bound book but by some other means, adequate precautions shall be taken for guarding against, and facilitating the discovery of, any falsification.
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(3)Every credit union shall either— (a) keep at its registered office, for the purposes of inspection under section 76 , an abbreviated register, containing the particulars in the register kept under subsection (1), excluding those entered under paragraph (b) or paragraph (c) of that subsection; or (b) so construct the register kept under subsection (1) that it is possible to open to inspection the particulars in the register, excluding those entered under paragraph (b) or paragraph (c) of that subsection and without exposing the particulars so entered.
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(4)Where a credit union keeps a register pursuant to subsection (1) by recording the matters in question in any manner other than by making entries in bound books, the credit union shall keep at a place other than its registered office a duplicate register containing the particulars in the register kept under subsection (1).
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(5)The Registrar or a person acting on his behalf or a person or persons duly authorised by the committee of, or other body administering, a savings protection scheme in which the credit union participates may at all reasonable hours inspect any particulars in any register or duplicate register kept under this section.
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(6)A credit union's register or duplicate register kept under this section, or any other register or list of members or shares kept by the credit union shall be prima facie evidence of any of the following particulars entered therein, that is to say— (a) the membership numbers, names and addresses of members; (b) the number of shares and the amount of deposits respectively held by the members, and the distinguishing numbers of those shares if they are distinguished by numbers; (c) the date at which the name of any person was entered in the register as a member; and (d) the date at which any person ceased to be a member.
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(7)A credit union shall ensure that a register or duplicate register kept under this section is up to date and, in particular, shall ensure that, if an event occurs which gives rise to the need for the making of an entry in, a change to or a deletion from, the register, that entry, change or deletion is made within 28 days of the event in question.
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(8)A credit union which contravenes any provision of this section shall be guilty of an offence.
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Inspection of books.
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76.—(1) Notwithstanding anything in the rules of a credit union, except as provided by this Act or any other enactment, no-one (whether a member of the credit union or not) shall have the right to inspect the books of a credit union.
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(2)Any member of a credit union or any other person having an interest in the funds of a credit union may, at any reasonable hour, inspect at the registered office of the credit union or at any other place where they may be kept— (a) the register kept under section 75 , excluding the particulars entered therein under paragraph (b) or paragraph (c) of subsection (1) of that section; and (b) his own account with the credit union; but the right of inspection conferred by this subsection shall be exercisable subject to such conditions as to time and manner as may from time to time be determined by the board of directors.
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(3)The rules of a credit union may make provision for the disclosure of its books and documents for the purpose of enabling it to enter into contracts for the benefit of the credit union.
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(4)Subject to subsection (5), on the application of thirty members of a credit union, the Registrar may appoint an accountant to inspect and report on the books and documents of the credit union.
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(5)An application under subsection (4) shall contain such particulars as the Registrar may require and shall not be valid unless— (a) each of the members making the application has been a member throughout the whole of the twelve months immediately preceding the date of the application; and (b) the members making the application deposit with the Registrar as security for the costs of the proposed inspection such sum as the Registrar may reasonably require.
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(6)An accountant appointed under subsection (4) may make copies of, and take extracts from, any books or documents of the credit union at all reasonable hours at the credit union's registered office or at any other place where those books or documents are kept.
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(7)All expenses of and incidental to an inspection by an accountant appointed under subsection (4) shall be defrayed in such proportions as the Registrar may direct— (a) by the members making the application; (b) out of the funds of the credit union; and (c) by the members or officers, or former members or officers, of the credit union.
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(8)The Registrar shall make known the results of an inspection by an accountant appointed under subsection (4) to the members who made the application and to the credit union.
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PART V
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Meetings, Resolutions etc.
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The organisation meeting.
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77.—(1) Not later than one month after the registration of a credit union, the signatories to the application to register the credit union shall by notice in writing summon a meeting (to be known as “the organisation meeting”) of all the persons who, on the date of issue of the notice, were members of the credit union.
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(2)The notice required by subsection (1)— (a) shall state the date, time and place of the organisation meeting; and (b) shall, within the relevant period, be delivered personally or by post to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.
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(3)The reference in paragraph (b) of subsection (2) to the relevant period is a reference to the period which begins 21 days before and ends seven days before the date of the organisation meeting; and the reference in subsection (1) to the date of issue of the notice is a reference to the date or, as the case may be, the first date on which the notice is delivered to any member as mentioned in that paragraph.
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The annual general meeting.
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78.—(1) In respect of each financial year, a meeting (to be known as the “annual general meeting”) of the members of a credit union shall be held in the State at a time and place provided for under the rules.
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(2)Subject to subsections (3) and (4), the annual general meeting of a credit union in respect of any financial year shall be held in the October, November, December or January following the end of that financial year.
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(3)If a credit union fails to hold an annual general meeting in respect of any financial year as required by subsections (1) and (2), the Registrar may call or direct the calling of such a meeting on such date or within such period as he may specify and give such ancillary or consequential directions as he thinks expedient, including directions modifying or supplementing the operation of the rules of the credit union in relation to the calling, holding and conduct of the meeting.
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(4)Where, in the opinion of the Registrar, it is necessary to do so— (a) in the interests of the members or creditors of a credit union, or (b) in the interests of the orderly and proper regulation of the business of a credit union, the Registrar may direct the credit union to postpone, for a period not exceeding nine months, the holding of the annual general meeting of the credit union in respect of the financial year specified in the direction.
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(5)At each annual general meeting of a credit union, the directors shall lay before the credit union the annual accounts for the financial year in respect of which the meeting is held; and a copy of those accounts shall be delivered, together with the notice of the meeting, to every person entitled to receive such a notice.
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(6)If, with respect to any annual general meeting, the directors of a credit union fail to comply with subsection (5), every person who was a director at the date of the meeting shall be guilty of an offence.
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(7)
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Section 3
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(3)shall not apply to directions under this section.
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Special general meetings.
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79.—(1) The board of directors or the Supervisory Committee of a credit union may, whenever they think fit, convene a special general meeting of the credit union.
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(2)If requested to do so by the committee of or other body administering a savings protection scheme in which a credit union participates in accordance with section 46 , the directors of the credit union shall convene a special general meeting of the credit union.
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(3)If, by notice in writing addressed to the secretary of a credit union at its registered office, a qualifying group of members of the credit union so request, the board of directors shall convene a special general meeting of the credit union; and if, within one month from the date of the receipt of the notice at the credit union's registered office, the board of directors have not convened a special general meeting to be held within six weeks of that date, any ten members of the credit union, acting on behalf of the qualifying group who made the request, may convene a special general meeting.
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(4)For the purposes of a request under subsection (3), a group of members of a credit union is a qualifying group if— (a) each of them has been a member throughout the period of 12 months ending on the date of the request; and (b) they together number at least 50 or, if it is less, at least 10 per cent. of the membership of the credit union at that date.
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(5)Where, in the opinion of the Registrar, it is necessary to do so— (a) in the interests of the members or creditors of a credit union, or (b) in the interests of the orderly and proper regulation of the business of a credit union, the Registrar may direct that no special general meeting of the credit union shall be held for a period not exceeding nine months from the date of the direction.
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(6)
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Section 3
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(3)shall not apply to directions under subsection (5).
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Notice of general meetings.
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80.—(1) Before a general meeting of a credit union is held, the secretary of the credit union shall, in accordance with subsection (2), give notice of the meeting to the Registrar, to the auditor of the credit union and to every member of the credit union who, at the beginning of the relevant period, is eligible to vote at the meeting.
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(2)Subject to subsection (4), the notice required by subsection (1)— (a) shall state the date, time and place of the general meeting; (b) shall be accompanied by the agenda for the meeting; (c) in the case of a notice of a special general meeting, shall contain a statement that the annual accounts for the most recent financial year may be obtained, not later than seven days before the date of the general meeting, at the registered office of the credit union; and (d) shall, within the relevant period, be delivered personally or by post to the auditor and to each member of the credit union and, if delivered by post to any member, shall be so delivered to the address of that member as recorded in the books of the credit union.
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(3)References in subsections (1) and (2) to the relevant period are references to the period which begins 21 days before and ends seven days before the date of the general meeting; and any provision in the rules of a credit union shall be void in so far as it provides for the calling of a general meeting of the credit union (other than an adjourned meeting) by less than seven or more than 21 days' notice.
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(4)With the consent of the Registrar, given where the Registrar considers there are exceptional circumstances justifying the application of this subsection, the notice required by subsection (1) shall be given by publishing a notice, in accordance with subsection (5), at such times (or within such period) and in such form as the Registrar may require.
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(5)Where subsection (4) applies, the notice, which shall include the agenda for the meeting, shall be published— (a) in at least two appropriate newspapers published in the State and circulating in the area in which the registered office of the credit union is situated, and (b) in any other manner which the Registrar requires as being necessary for bringing the notice to the attention of the persons entitled to attend the meeting, and, for the purposes of paragraph (a), the two appropriate newspapers are a local newspaper and a national daily newspaper or, if there is no local newspaper circulating in the area concerned, two national daily newspapers.
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(6)The proceedings at a general meeting shall not be invalidated by— (a) the accidental omission to give notice to any member entitled to receive notice of the meeting; or (b) the non-receipt by any member of notice of the meeting.
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(7)A general meeting of which notice is given less than seven days before the meeting but otherwise in accordance with subsection (2) shall not be invalid if not less than two-thirds of the members entitled to vote at the meeting and the auditor so agree in writing either before or during the meeting.
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General meetings: adjournment, quorum and minutes.
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81.—(1) A general meeting of a credit union may, for good and sufficient reasons and with the consent of the majority of the members present and voting, be adjourned for not more than 90 days or such longer period as the Registrar may require but— (a) no business shall be transacted at an adjourned general meeting other than business left unfinished at the meeting from which the adjournment took place; and (b) when a general meeting is adjourned for 30 or more days, the secretary of the credit union shall give notice of the adjourned meeting to the auditor and to every member who, under section 80
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(1), was entitled to notice of the meeting which was adjourned.
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(2)Subject to subsection (3), in section 80 — (a) paragraphs (a), (b) and (d) of subsection (2) shall apply to a notice under subsection (1)(b) of this section as they apply to a notice under subsection (1) of that section; and (b) subsections (6) and (7) shall apply in relation to an adjourned meeting as they apply in relation to a general meeting.
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(3)In the application of section 80
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(2)(d) in accordance with subsection (2), for the words “within the relevant period” there shall be substituted “not later than seven days before the date of the adjourned meeting”.
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(4)Subject to subsection (5), the quorum for a general meeting of a credit union shall be ten per cent. of the members or 30 members, whichever is the less.
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(5)Notwithstanding subsection (4), in no case shall the quorum for a general meeting of a credit union be less than ten members, but, if the rules so provide, the quorum for an adjourned general meeting may be less than that specified in that subsection.
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(6)It shall be the duty of the secretary to keep minutes of all general meetings of a credit union.
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Supplementing provisions as to general meetings.
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82.—(1) The Registrar shall have the right to attend and speak at any general meeting of a credit union.
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(2)At a general meeting of a credit union, or any adjournment thereof, each member shall have only one vote on each question, irrespective of his shareholding in the credit union.
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(3)Subject to subsection (4), a member of a credit union may not vote by proxy at a general meeting of the credit union.
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(4)Where a member of a credit union is not a natural person, that member may be represented at a general meeting by a representative who may vote on behalf of the member if— (a) the representative is duly authorised in writing by the member to do so; and (b) the board of directors of the credit union have, expressly or by implication, accepted that authorisation; and such a representative shall be entitled to exercise, on behalf of the member, the same powers as the member could exercise if the member were a natural person.
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(5)Any provision in the rules of a credit union shall be void in so far as it would have the effect either— (a) of excluding the right to demand a poll at a general meeting (or an adjourned meeting) on any question, other than the election of the chairman of the meeting (or the adjourned meeting); or (b) of making ineffective a demand for a poll on any such question which is made by not less than ten members having the right to vote at the meeting (or, as the case may be, the adjourned meeting).
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Special resolutions.
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83.—(1) If, at any general meeting of which notice has been given specifying the intention to propose or confirm a special resolution, the chairman declares that the resolution has been passed or, as the case may be, confirmed as required by paragraph (a) or (b) of the definition of “special resolution” in section 2
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(1), that declaration shall, without more, be evidence of that fact until the contrary is proved.
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(2)A copy of every special resolution for any of the purposes mentioned in this Act— (a) shall be signed by the chairman of the meeting at which the resolution was confirmed; (b) shall be countersigned by the secretary of the credit union; and (c) within 21 days of the date of the meeting at which the resolution was confirmed, shall be sent to the Registrar to be registered by him; and the special resolution shall not take effect until that copy is so registered.
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(3)If a copy of a special resolution, duly signed and countersigned in accordance with paragraphs (a) and (b) of subsection (2) is not sent to the Registrar as required by paragraph (c) of that subsection, the credit union shall be guilty of an offence and liable— (a) on summary conviction to a fine not exceeding £1,000; and (b) on conviction on indictment to a fine not exceeding £10,000.
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PART VI
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Control and Supervision of Credit Unions by the Registrar General Functions of the Registrar.
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84.—(1) The Registrar shall administer the system of regulation and supervision of credit unions provided for by or under this Act with a view to— (a) the protection by each credit union of the funds of its members, and (b) the maintenance of the financial stability and well-being of credit unions generally.
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(2)The Registrar shall have power to do anything which, in his opinion, is necessary to facilitate the exercise of his functions or is incidental to or consequential on their exercise; and, in the exercise of any such power, the Registrar may consult the Advisory Committee and such other bodies as appear to him to be expert or knowledgeable in matters relating to credit unions.
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(3)Neither the registration of a credit union nor the imposition of any prudential, supervisory or reporting requirements or conditions by the Registrar shall constitute a warranty as to the solvency of the credit union to which registration is given; and neither the State nor the Registrar shall be liable in respect of any losses incurred through the insolvency or default of a society which is registered as a credit union.
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Assets and liabilities ratios and structures.
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85.—(1) A credit union shall at all times keep a proportion of its total assets in liquid form (hereinafter referred to as “liquid assets”), being such a proportion and having such a composition as to enable the credit union to meet its liabilities as they arise.
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(2)For the purpose of complying with subsection (1), a credit union shall have regard to the range and scale of its business and the composition of its assets and liabilities; but nothing in this Act shall be taken to prevent a credit union keeping liquid assets in addition to those required for complying with subsection (1).
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(3)The Registrar may from time to time by notice in writing require a credit union to maintain, between its assets and its liabilities— (a) a ratio specified in the requirement, (b) a ratio which does not exceed a ratio so specified, or (c) a ratio which is not less than a ratio so specified, and a ratio may be so specified as a percentage of the assets or liabilities concerned.
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(4)A requirement of the Registrar under subsection (3) may be expressed to apply in one or more of the following ways— (a) in relation to all credit unions or to credit unions of a category or categories specified in the requirement; (b) in relation to the total assets or total liabilities of the credit unions concerned or in relation to such assets or kinds of assets or such liabilities or kinds of liabilities as may be specified in the requirement; (c) in relation to such time or times or during such period or periods as may be so specified.
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(5)The Registrar may, from time to time, by notice in writing specify, as respects a credit union, requirements as to the composition of its assets or, subject to subsections (2) and (3) of section 27 , the composition of its liabilities.
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(6)In this section— (a) “liabilities” include such contingent liabilities as the Registrar may from time to time specify by notice in writing for the purposes of this section; and (b) “liquid assets” mean such assets as the Registrar may from time to time specify by notice in writing for the purposes of this section; and, until the Registrar specifies assets as mentioned in paragraph (b), “liquid assets” include assets held in a form provided for by section 43 .
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(7)Where, under the preceding provisions of this section, the Registrar by notice in writing imposes a requirement or specifies any matter, and the requirement is to apply or the matter is specified otherwise than in relation to a particular credit union, the power to give the notice shall be exercisable by rules.
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Control of advertising.
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86.—(1) If the Registrar considers it necessary to do so in the case of any body (whether a credit union, a group or association of credit unions or otherwise) he may give the body directions in writing relating to the content or form (or both)— (a) of any advertisement or other means of soliciting deposits or subscriptions for shares in any one or more credit unions or credit unions generally; or (b) of any advertisement relating to any service provided or business undertaken by any one or more credit unions or credit unions generally; and the Registrar may also give directions in writing requiring any such body to withdraw or amend an advertisement.
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(2)Without prejudice to the generality of subsection (1), directions under this section may do all or any of the following— (a) prohibit the issue by the body concerned of advertisements of all descriptions or any specified description; (b) require the body concerned to modify advertisements of a specified description in a specified manner; (c) prohibit the issue by the body concerned of any advertisements which are, or are substantially, repetitions of a specified advertisement; (d) require the body concerned to withdraw any specified advertisement or any advertisement of a specified description; (e) require the body concerned to include specified information in any advertisement to be published by it or on its behalf or in any statement to the public to be made by it or on its behalf.
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(3)In this section: (a) “advertisement” includes every form of recommendation of any matter to which this section relates, including in particular the display or publication of any such matter by way of leaflet, notice, circular, pamphlet, brochure, photograph, film, video, sound broadcasting, television, electronic communication or personal canvassing, and references to the issue of advertisements shall be construed accordingly; and (b) “specified” means specified by directions in writing under this section.
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(4)
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Section 3
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(3)shall not apply to directions under this section.
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(5)A credit union or other body which fails to comply with any directions given to it under this section shall be guilty of an offence.
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Regulatory directions and prohibition orders Power of Registrar to give regulatory directions.
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87.—(1) If, with respect to a credit union, the Registrar is satisfied— (a) that the credit union has become, or is likely to become, unable to meet its obligations to its creditors or its members or suspends payments lawfully due from it, or (b) that it is expedient to do so in the public interest or in the interest of the orderly and proper regulation of the business of the credit union or in order to protect the savings of its members, or (c) that the credit union no longer possesses, or is not maintaining and is unlikely to be in a position to maintain, adequate capital resources and, in particular, no longer provides security for the funds entrusted to it, or (d) that the credit union is not a participant in a savings protection scheme approved by the Registrar or, although a participant, has failed to make satisfactory arrangements with the management of such a scheme, or (e) that any member or group of members of the credit union have, or are likely to achieve, a position in relation to the credit union that would enable the member or group to exercise a significant influence over the management or operation of the credit union, the Registrar may give the credit union such regulatory directions as he thinks proper.
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(2)The Registrar may also give regulatory directions to a credit union if it appears to him— (a) that the credit union has failed to comply with any requirements imposed by or under this Act (including requirements imposed by the Registrar by conditions, notices, directions or otherwise in the exercise of his powers under this Act); or (b) that the credit union has been convicted of an offence under section 27
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(2)or section 33
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(6)or an offence involving fraud, dishonesty or breach of trust; or (c) that, since the registration of the credit union, the factors taken into account in granting registration have so changed that, if the society were now applying for registration, it would be refused.
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(3)For the purposes of this Act, “regulatory directions” are directions in writing given to a credit union by the Registrar which do one or more of the following— (a) prohibit the credit union, for such period not exceeding six months, to such extent, and subject to such conditions as may be specified, from carrying on all or any of the following activities, except with the written authority of the Registrar— (i) the raising of funds (by whatever means); (ii) the making of payments; (iii) the acquisition or disposal of other assets or liabilities; (b) require the credit union to refrain from making, or to realise within a specified period, investments of a specified class or description; (c) specify, with respect to all loans which the credit union may make, the maximum amount of secured and unsecured loans which the credit union may make to its members, or the security or types of security which the credit union must require in respect of secured loans to its members; (d) require the credit union to establish and maintain, with respect to all loans which the credit union may make, such ratio or ratios regarding loans to shares or loans to savings as may be specified; and, in this subsection and subsection (4), “specified” means specified by regulatory directions.
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(4)Subject to any express provision in subsection (3), regulatory directions— (a) may be expressed to have effect, either generally or with respect to specified matters, for a specified period or until varied or revoked; and (b) may make different provision for different classes of case (but not so as to make different provision for members, investments or loans within the same class).
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(5)The giving of any regulatory directions shall not preclude a credit union— (a) from receiving funds by way of voluntary non-repayable donation from its members or from such other person as may be approved by the Registrar; or (b) from setting off to any extent a member's share capital against his indebtedness to the credit union (such a setoff being regarded as a repayment of share capital).
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Procedural provisions relating to regulatory directions.
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88.—(1) When the Registrar gives any regulatory directions to a credit union, he shall— (a) serve the directions at the registered office of the credit union or cause the directions to be so served; and (b) send notice of the giving of the directions to every member of the board of directors and of the Supervisory Committee of the credit union; but a failure to send notice as mentioned in paragraph (b) to a member of the board or of the Supervisory Committee shall not affect the validity of the directions.
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(2)The Registrar may, if he thinks fit, cause to be published in Iris Oifigiúil, or in any other manner which appears to him to be necessary for informing the public, notice of the giving of any regulatory directions and of their amendment or revocation.
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(3)The Fourth Schedule shall have effect with respect to regulatory directions.
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(4)While any regulatory directions are in force with respect to a credit union, then, except with the leave of the Court— (a) no winding up proceedings may be commenced in relation to the credit union except in accordance with the Fourth Schedule and no resolution may be passed for winding it up; (b) no receiver may be appointed over the whole or any part of the property of the credit union; and (c) none of the property of the credit union may be attached, sequestered or distrained upon.
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(5)Where the Court is satisfied that it is desirable, because of the nature or circumstances of the case or otherwise in the interest of justice, the whole or any part of any proceedings under this section or the Fourth Schedule may be heard otherwise than in public.
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(6)A credit union which fails to comply with any regulatory directions given to it shall be guilty of an offence and liable— (a) on summary conviction, to a fine not exceeding £1,000; and (b) on conviction on indictment, to a fine not exceeding £25,000.
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Power of Court to prohibit continuance of certain contraventions.
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89.—(1) Where, on an application made by the Registrar, the Court is of the opinion that there has occurred or is occurring— (a) a contravention of this Act, (b) a failure to comply with a direction under section 86 or any regulatory directions, or (c) a failure to comply with a condition imposed on granting an approval application, within the meaning of section 49 , the Court may, by order, prohibit the continuance of the contravention or failure by the person or persons concerned or, in the case of paragraph (c), require the cessation of the provision of the additional services to which the approval application related.
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(2)When considering an application under this section, the Court may make such interim or interlocutory order as it considers appropriate.
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(3)Where the Court is satisfied, because of the nature or circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of proceedings under this section may be held otherwise than in public.
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(4)The provisions of this section are without prejudice to the general functions of the Registrar.
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Inspections and information Inspection of books and documents of credit union.
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90.—(1) The Registrar may authorise any person, including a body of credit unions, to carry out, when requested by the Registrar, an inspection under this section; and in this section— (a) “an authorised person” means a person so authorised or, as the case may require, a person nominated by a body of credit unions which is so authorised; and (b) in relation to an authorised person, “his authorisation” means the relevant authorisation of the Registrar, together, in the case of a person nominated by a body of credit unions, with his nomination.
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(2)By his request for an inspection under this section, the Registrar may set such limits and conditions on the scope and conduct of the inspection as he considers appropriate; and, in carrying out the inspection, the powers of the authorised person under the following provisions of this section shall be limited accordingly.
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(3)An authorised person requested by the Registrar to carry out an inspection under this section may, on production of his authorisation to any person concerned, at all reasonable times inspect and take copies of, or extracts from, any books or documents relating to a credit union, and for any of those purposes may enter any premises at which any such books or documents are kept.
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(4)For the purpose of exercising his powers under subsection (3) to take copies or extracts, an authorised person may remove from the premises concerned, for such period and on such conditions (if any) as to access by officers of the credit union as may reasonably be necessary, any of the books or documents referred to in that subsection.
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(5)An authorised person who is carrying out an inspection under this section in relation to a credit union (“the principal credit union”) may, with the approval of the Registrar (and subject to any limits imposed by that approval), carry out a similar inspection in relation to any other body (whether a credit union or not and whether corporate or unincorporated) which is or has at any relevant time been associated with the principal credit union, and for that purpose the authorised person may exercise, in relation to any such body, any power conferred by subsections (3) and (4).
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(6)Where an inspection is carried out under this section, the authorised person shall make a report of the inspection to the Registrar.
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Notice to furnish books, information etc.
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91.—(1) If required to do so by notice in writing served by the Registrar at any time or by an authorised person in the course of an inspection under section 90 — (a) a credit union, (b) any person who is or has been an officer, member, voluntary assistant, agent or liquidator of a credit union, and (c) any other person who has in his possession or power any books or documents relating to a credit union, shall furnish to the Registrar or authorised person such books or documents which relate to the credit union and are in his possession or power and such information relating to the business of the credit union as may be specified in the notice and as may be reasonably required by the Registrar or authorised person in the exercise of his powers under this Act.
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(2)If required to do so by a notice in writing served on it by the Registrar or by an authorised person as mentioned in subsection (1), a credit union shall furnish to the Registrar or authorised person a financial statement or periodic financial statements in such form and containing such information as may be specified in the notice and as may be reasonably required by the Registrar or authorised person in the exercise of his powers under this Act.
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(3)If a notice under subsection (1) or subsection (2)— (a) requires that any item or information is to be furnished within a period, or at a time or place specified in the notice, or (b) requires that any information is to be verified by a statutory declaration, the credit union or person on whom the notice is served shall not be regarded as complying with the notice unless that requirement is also complied with.
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(4)The Registrar or an authorised person may take copies of or extracts from any item produced in compliance with a notice under subsection (1) or subsection (2) and, if so required by the Registrar or an authorised person, the person on whom a notice under subsection (1) was served or, in the case of a statement produced in compliance with a notice under subsection (2), a person who is or has been an officer, member, voluntary assistant, agent or liquidator of the credit union shall provide any explanation which may reasonably be required of an item so produced.
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(5)If a person on whom a notice is served under subsection (1) does not have in his possession or under his control any item specified in the notice but has knowledge of its whereabouts, he shall not be regarded as complying with the notice unless he states to the best of his knowledge and belief where the item is and, if so required, verifies that information by a statutory declaration.
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(6)The production by any person of any item forming part of the books and documents of a credit union shall not prejudice any lien which that person claims over that item; but nothing in this section shall compel— (a) the production by a barrister or solicitor of any document containing a privileged communication made by or to him in that capacity; or (b) the furnishing of information contained in a privileged communication so made.
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(7)A credit union or other person failing, without reasonable excuse, to comply with a notice under subsection (1) or subsection (2) shall be guilty of an offence.
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(8)If the Registrar considers it just and so requires by notice in writing, all or any of the expenses incurred by him in exercising his powers under subsection (1) shall be met, either wholly or to such extent as he may so require— (a) out of the funds of the credit union; or (b) by the officers or former officers of the credit union or any of them; and any sum which a credit union or other person is required to pay by a notice under this subsection shall be recoverable summarily by the Registrar as a civil debt.
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(9)In this section “agent”, in relation to a credit union, includes its bankers, accountants, solicitors, auditors and its financial and other advisers.
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Investigations and calling of meetings.
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92.—(1) Where— (a) an application is made to the Registrar by not less than 30 members of a credit union, each of whom has been a member of the credit union throughout the period of 12 months ending on the date of the application, or (b) the Registrar is of the opinion that it is necessary to do so in the interest of the orderly and proper regulation of the business of a credit union, the Registrar, as he thinks fit, may appoint one or more inspectors to investigate the affairs of the credit union or may call a special general meeting of the credit union.
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(2)The Registrar may, either on the same or on different occasions, both appoint an inspector and call a meeting under subsection (1).
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(3)An application under subsection (1)(a) shall be supported by such evidence as the Registrar may require for the purpose of showing that the applicants— (a) have good reason for requiring the investigation to be made or the meeting to be called; and (b) are not actuated by malicious motives in their application; and, if so required by the Registrar, the applicants shall deposit with him, prior to, and as security for the costs of, the investigation or meeting, such sum as he may reasonably require.
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(4)If an inspector appointed under this section to investigate the affairs of a credit union (“the principal credit union”) thinks it necessary for the purpose of his investigation to investigate also the affairs of any other body (whether a credit union or not and whether corporate or unincorporated) which is or has at any relevant time been associated with the principal credit union, he may do so with the approval of the Registrar.
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(5)Such notice of an application under subsection (1)(a) as the Registrar may require shall be given to the credit union concerned and, where applicable, to any other body whose affairs are to be investigated by virtue of subsection (4).
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(6)The Registrar may impose such requirements as he thinks fit in relation to the calling, holding and conduct of a meeting held by virtue of this section and, in relation to such a meeting— (a) any such requirements shall have effect notwithstanding anything in the rules of the credit union; (b) without prejudice to the generality, such requirements may include provision as to the time and place of the meeting and the matters to be discussed and determined at the meeting; (c) the Registrar may appoint a person to be chairman of the meeting but, if he does not do so, the members present at the meeting shall appoint the chairman; and (d) subject to the preceding provisions of this subsection, the meeting shall have all the powers of a meeting called according to the rules of the credit union.
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(7)Before appointing an inspector or calling a meeting under this section, the Registrar shall, if he is of the opinion that it would not be prejudicial to the interests of the members or creditors of the credit union, notify the credit union in writing of the action which he proposes to take and of the grounds on which he proposes to take it and, in such a case, the Registrar shall have regard to any explanatory statement in writing which may be given by the credit union within 14 days from the receipt of the notification.
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(8)If the Registrar considers it just and so requires by notice in writing, all or any of the expenses of and incidental to an investigation or meeting under this section shall be met, either wholly or to such extent as he may so require— (a) out of the funds of the credit union; or (b) by the members or former members or the officers of the credit union or any of them; but, in the case of an investigation (in whichever way instituted), the expenses may be defrayed in the first instance by the Registrar, but without prejudice to his rights to contribution under section 93 .
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Provisions supplementary to investigations under section 92 .
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93.—(1) The provisions of this section have effect in relation to an investigation under section 92 of the affairs of a credit union or of any such other body as is referred to in subsection (4) of that section; and in the following provisions of this section— (a) any reference to the inspector, the credit union or the other body shall be construed accordingly; and (b) “agent ” has the same meaning as in section 91 .
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(2)It shall be the duty— (a) of all the persons who are or have been officers, members, voluntary assistants and agents of the credit union or other body, and (b) of any other person who the inspector considers is or may be in possession of any information concerning the affairs of the credit union or other body, to produce to the inspector all accounts, deeds, books, documents or other records (in whatever form) of or relating to the credit union or other body which are in their possession or power, to attend before the inspector and otherwise to give him all assistance in connection with the investigation which they are reasonably able to give.
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(3)The inspector may examine on oath the persons referred to in subsection (2)(a) in relation to the affairs of the credit union or other body and may administer an oath accordingly.
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(4)If any such person as is mentioned in paragraph (a) or paragraph (b) of subsection (2) fails without reasonable excuse— (a) to produce to the inspector any book or document which it is his duty to produce, or (b) to attend before the inspector when required to do so, or (c) to answer any question put to him by the inspector with respect to the affairs of the credit union or other body, that person shall be guilty of an offence.
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(5)Subject to subsection (6), if the inspector makes an application to the Court on the ground that he thinks it necessary for the purpose of his investigation that a person referred to in subsection (2)(b) should be examined on oath, the Court may order that person to attend and be examined on oath before it on any matter relevant to the investigation; and where the Court orders such an examination— (a) the inspector may take part in the examination by solicitor or counsel; (b) the Court may put such questions to the person examined as it thinks fit; (c) the person examined shall answer all such questions as the Court may put or allow to be put to him, but may at his own cost employ a solicitor (with or without counsel) who shall be at liberty to put to him such questions as the Court may think fit for the purpose of enabling him to explain or qualify any answers given by him; and (d) notes of the examination shall be taken down in writing and shall be read over to or by, and signed by, the person examined and may thereafter be used in evidence.
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(6)Notwithstanding anything in subsection (5)(c), the Court may allow the person examined such costs as, in its discretion, it may think fit, and any costs so allowed shall be paid as part of the expenses of the investigation.
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(7)Nothing in this section— (a) shall compel the production by a barrister or solicitor of any document or other material containing a privileged communication made by him or to him in that capacity or the furnishing of information contained in a privileged communication so made; or (b) shall require the disclosure by a credit institution of any information as to the affairs of any of its customers other than the credit union or the other body.
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(8)Where the expenses of the investigation are defrayed in the first instance by the Registrar in accordance with section 92
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(8), the Registrar shall be entitled to be repaid those expenses as follows— (a) where the investigation results from an application under section 92
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(1)(a), by the applicants, to such extent (if any) as the Registrar may direct; (b) in any case, by the credit union or the other body, to such extent (if any) as the Registrar may direct; and (c) in any case, by a person convicted of an offence in proceedings instituted as a result of the investigation, to such extent (if any) as the court by which he was convicted may order; and a person liable under any one of paragraphs (a) to (c) is entitled to contribution from any other person liable under the same paragraph according to the amount of their respective liabilities under it.
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Inspector's report and proceedings thereon.
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94.—(1) An inspector appointed under section 92 may, and shall if the Registrar so requires, make an interim report to the Registrar and on conclusion of the investigation, shall make a final report to the Registrar; but the inspector may at any time in the course of his investigation, without making an interim report, inform the Registrar of matters coming to his knowledge as a result of the investigation.
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(2)With respect to any report made to him under this section the Registrar shall— (a) forward a copy to the Minister; (b) where the inspector who made the report makes or has made an application to the Court under section 93
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(5), furnish a copy to that Court; (c) if he thinks fit, furnish a copy to the credit union and its auditor and on request and on payment of such fee as he may fix, to any other person who is a member of the credit union or of any other body dealt with in the report by virtue of section 92
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(4)or whose interests as a creditor of the credit union or other such body appear to him to be affected; and (d) if he thinks fit (and the investigation results from an application under section 92
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(1)(a)) at the request of the applicants, furnish a copy to them on payment of such fee as may be fixed by him.
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(3)The Minister may lay the report under subsection (1) before each House of the Oireachtas and such publication shall be privileged; and the Registrar may, if he thinks fit, cause a report which is not so laid to be printed and published.
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(4)Where it appears to the Registrar that any person has, in relation to the credit union or other body the affairs of which have been investigated under section 92 , been guilty of any offence for which he is criminally liable, the Registrar shall refer the matter to the Director of Public Prosecutions.
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(5)Where the Director of Public Prosecutions institutes proceedings consequent on the receipt by him of a report under subsection (4), it shall be the duty of all officers, members, voluntary assistants and agents of the credit union or other body (other than the defendants in the proceedings) to give him all assistance in connection with the prosecution which they are reasonably able to give.
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(6)Where it appears to the Registrar after consideration of an inspector's report under subsection (1) that it is expedient to do so, he may, unless the credit union is being wound up by the Court, petition the Court for an order to wind up the credit union under section 134 .
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(7)Where it appears to the Registrar after consideration of an inspector's report under subsection (1) that proceedings ought in the public interest to be brought by the credit union for damages, in respect of any fraud, misfeasance or other misconduct in connection with the promotion or formation of the credit union or the management of its affairs, or for the recovery of any property misapplied or wrongfully retained, he may bring proceedings for that purpose in the name of the credit union.
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(8)The Minister may indemnify the credit union against any costs or expenses incurred by it in, or in connection with, any proceedings brought under subsection (7).
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(9)A copy of any report of an inspector appointed under section 92 shall be admissible in any legal proceedings as evidence of the opinion of the inspector in relation to any matter contained in the report.
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(10)Expressions to which a meaning is assigned by section 93
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(1)have the same meaning in this section.
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Supervisory powers Registrar's power to appoint person as director of a credit union.
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95.—(1) Where the Registrar is of the opinion, after an inspection under section 90 or after an investigation under section 92 , that it is necessary to do so in the interest of the orderly and proper regulation of the business of a credit union, he may appoint a person to be a member of the board of directors of the credit union; but a person so appointed shall not be entitled to vote at any meeting of the board and shall be left out of account for the purposes of any provision of this Act relating to the minimum or maximum number of directors of a credit union.
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(2)Without prejudice to the generality of subsection (1), before exercising a power conferred on him by this section, the Registrar shall have regard to any financial transactions which have been undertaken, or are in the course of being undertaken, by the credit union and which, in the Registrar's opinion, are likely to be prejudicial to the interest of the orderly and proper regulation of the business of the credit union.
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(3)A person appointed under this section shall hold office for such period and on such terms as the Registrar may specify and, on the expiry of such a period, the Registrar may renew the appointment for such period or periods as he may specify.
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(4)Notwithstanding anything in section 68 , all expenses of and incidental to the appointment of a person under this section shall be defrayed out of the funds of the credit union, or by the members (or former members) or officers of the credit union, in such proportions as the Registrar shall direct.
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(5)An officer, member, voluntary assistant or agent of a credit union shall at all times give all information required by a person appointed under this section for the full and satisfactory performance of his duties; and for this purpose section 91 shall apply as if any reference therein to the Registrar included a reference to a person appointed under this section.
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(6)A person appointed under this section shall report to the Registrar, in such manner and with such frequency as the Registrar may direct, on the affairs of the credit union.
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(7)No claims shall lie against the Registrar, the Minister or the State in respect of any act or omission on the part of a person appointed under this section to be a member of the board of directors of a credit union.
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Removal or suspension of directors and members of Supervisory Committee.
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96.—(1) Where the Registrar is of the opinion, after an inspection under section 90 or after an investigation under section 92 , that it is necessary to do so in the interest of the members or creditors of a credit union or of the orderly and proper regulation of the business of a credit union, he may— (a) remove from office, or (b) suspend from office for such period not exceeding three months as the Registrar considers appropriate, all or any of the directors or members of the Supervisory Committee of the credit union.
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(2)The Fifth Schedule to this Act shall have effect where the Registrar has removed or suspended a director or member of the Supervisory Committee of a credit union under subsection (1); and in that Schedule— (a) references to removal or suspension shall be construed accordingly; and (b) “member” means a member of the Supervisory Committee.
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(3)Where the Court is satisfied, because of the nature or circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of any proceedings under the Fifth Schedule may be heard otherwise than in public.
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(4)Where any director or member of the Supervisory Committee of a credit union is removed by the Registrar under this section or by the Court under the Fifth Schedule , the vacancy caused by the removal shall be treated as a casual vacancy.
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(5)If the Court so declares, a director or member of the Supervisory Committee of a credit union who is removed as mentioned in subsection (4) shall not, for a period of five years from the date when the removal takes effect, be an officer, auditor or voluntary assistant of a credit union.
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(6)Where any director or member of the Supervisory Committee of a credit union is suspended under this section, the remaining directors or members of the Supervisory Committee shall be regarded as constituting the board of directors or the Supervisory Committee, as the case may be.
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(7)No claim shall lie against the Registrar, the Minister or the State for any loss of office arising directly or indirectly from any of the provisions of this section or the Fifth Schedule .
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Cancellation of registration.
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97.—(1) Subject to the provisions of this section and section 98
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(2), the Registrar may, by writing under his hand, cancel the registration of a credit union— (a) if at any time it is proved to his satisfaction— (i) that the number of the members of the credit union has been reduced to less than 15; or (ii) that an acknowledgement of registration has been obtained by fraud or mistake; or (iii) that the credit union has not commenced business within 12 months of the date on which it was registered; or (iv) that the credit union has suspended its business for a period of not less than six months or has ceased to function; (b) if he thinks fit, at the request of the credit union, to be evidenced in such manner as he shall from time to time direct; (c) on proof to his satisfaction that the credit union exists or is being used for an illegal purpose or has wilfully and after notice from the Registrar violated any of the provisions of this Act; (d) where it appears to him that the members of the credit union no longer have a common bond.
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(2)The Registrar shall cancel the registration of a credit union that has been— (a) dissolved by virtue of section 128 or 129 ; or (b) wound up under section 133 or section 134 , or dissolved under section 135 .
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(3)Before the registration of a credit union is cancelled otherwise than— (a) at its own request; or (b) by virtue of subsection (2), the Registrar shall give the credit union not less than two months' previous notice in writing, specifying the ground of any proposed cancellation; and if, before the expiry of the period of that notice, the credit union duly lodges an appeal under section 99
\n
(1), then, without prejudice to section 98
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(2), the credit union's registration shall not be cancelled before the date of the determination or abandonment of the appeal.
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(4)Notice of every cancellation under this section of a credit union's registration shall, as soon as practicable after it takes place, be published in Iris Oifigiúil and in any other manner which the Registrar considers necessary for bringing the cancellation to the notice of the persons affected by it.
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(5)From the date of publication in Iris Oifigiúil under subsection (4) of a notice of the cancellation of a credit union's registration, the credit union shall cease to be entitled to any of the privileges of this Act as a credit union.
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(6)Subsection (5) is without prejudice to any liability incurred by a credit union before the cancellation of its registration; and any such liability may be enforced against it as if the cancellation had not taken place.
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Suspension of registration.
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98.—(1) In any case where, under section 97
\n
(1), the Registrar might cancel the registration of a credit union, he may, by writing under his hand— (a) subject to subsection (3), suspend the registration of the credit union for a term not exceeding three months; and (b) subject to section 99
\n
(2), renew any such suspension for a similar term.
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(2)If, before the expiry of the period of a notice under section 97
\n
(3)of the proposed cancellation of a credit union's registration, the credit union duly lodges an appeal from the proposed cancellation under section 99
\n
(1), the Registrar may by writing under his hand suspend the credit union's registration from the expiry of that period until the date of the determination or abandonment of the appeal.
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(3)Before the registration of a credit union is suspended under subsection (1)(a), the Registrar shall give the credit union not less than two months' previous notice in writing specifying the ground of the proposed suspension.
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(4)Notice of every suspension of a credit union's registration under subsection (1)(a) or subsection (2) and of any renewal of a suspension under subsection (1)(b) shall, as soon as practicable after it takes place, be published in Iris Oifigiúil and in any other manner which the Registrar considers necessary for bringing the suspension to the notice of persons affected by it.
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(5)From the date of publication in Iris Oifigiúil under subsection (4) of a notice of the suspension of a credit union's registration under subsection (1) (a) or subsection (2) until the period of the suspension and any renewal of it under subsection (1)(b) ends (whether on the expiry of that period or by virtue of an appeal under section 99 ), the credit union shall not be entitled to any of the privileges of this Act as a credit union.
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(6)Notwithstanding subsection (5), the suspension of the registration of a credit union shall not affect— (a) any liability incurred by the credit union before the suspension; or (b) the right of the credit union to continue to collect repayments due on loans which were outstanding at the time of the suspension.
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Appeals against cancellation or suspension.
\n
99.—(1) Where the Registrar gives notice to a credit union under section 97
\n
(3)or section 98
\n
(3)of the proposed cancellation or suspension of its registration, the credit union may, before the expiry of that notice, appeal to the Court against the Registrar's proposal.
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(2)If the Registrar, under section 98
\n
(1)(b), renews the suspension of the registration of a credit union so that the suspension will extend beyond the period of three months from the date when the suspension began, the credit union may, within 30 days from the date of publication under section 98
\n
(4)of notice of the renewal of the suspension, appeal to the Court against the renewal.
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(3)Notice of an appeal under this section shall be in writing and shall set out the grounds for the appeal.
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Administrative Provisions Public file of a credit union.
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100.—(1) The Registrar shall prepare and maintain at the Office of the Registrar of Friendly Societies a file relating to each credit union, to be known as the public file of the credit union; and each file shall contain— (a) the documents or, as the case may be, the copies of documents, and (b) the records of the matters, which may be directed by or under this Act to be kept in the public file of a credit union.
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(2)Without prejudice to subsection (1), there shall be placed on the public file of a credit union a copy of— (a) all special resolutions passed by the credit union; (b) any instrument of transfer of engagements under section 129 by which the credit union transfers its engagements or undertakes to fulfil the engagements of another credit union; (c) any order winding up the credit union or an instrument of dissolution under section 135 ; (d) any administration order under section 137 made with respect to the credit union; (e) any order (including an interim order) made by a Court with respect to the credit union under
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Part XII
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; and (f) any other prescribed document relating to the credit union.
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(3)Any member of the public shall be entitled— (a) to inspect the public file of any credit union during normal business hours; and (b) having first given reasonable notice, to be furnished with a copy of all or any of the documents or records kept in the public file of a credit union.
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Fees.
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101.—(1) The Minister may prescribe the fees to be paid— (a) for the inspection, or for the furnishing of copies, of any document in the custody of the Registrar; (b) for the placing of any document on the public file of a credit union; and (c) in connection with the exercise by the Registrar of any of his functions under this Act.
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(2)Fees paid to the Registrar under this Act shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance may direct.
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Classification of information.
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102.—Where, under this Act, any information relating to any person is required to be delivered to the Registrar and is so received by him, the Registrar may apply such system of classification as he considers appropriate to such information and may assign symbols of identification to persons or classes of persons to whom any such information relates.
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Delivery to the Registrar of documents in legible form.
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103.—(1) This section applies to the delivery to the Registrar under any provision of this Act of documents in legible form.
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(2)The document must— (a) state in a prominent position the registered number of the credit union to which it relates, (b) satisfy any requirements specified by the Registrar for the purposes of this section as to the form and content of the document, and (c) conform to such requirements as may be so specified for the purpose of enabling the Registrar to copy the document.
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(3)If a document is delivered to the Registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or, if there are two or more persons, on any of them) a notice indicating the respect in which the document does not comply.
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(4)Except with the consent of the Minister, the Registrar may not serve a notice under subsection (3) after the expiry of three months from the date on which he receives the document to which the notice relates.
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(5)Where the Registrar serves notice under subsection (3), then, unless a replacement document— (a) is delivered to him within 28 days after the service of the notice, and (b) complies with the requirement of this section or is not rejected by him for failure to comply with those requirements, the original document shall be deemed not to have been delivered to him.
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(6)For the purposes of any provision imposing a penalty for failure to deliver a document, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 28 days after the service of the Registrar's notice under subsection (3).
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(7)In this section, “document” includes any periodic account, abstract, statement or return required to be delivered to the Registrar.
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Delivery to the Registrar of documents otherwise than in legible form.
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104.—(1) This section applies to the delivery to the Registrar under any provision of this Act of documents otherwise than in legible form (whether by electronic means or otherwise).
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(2)Any requirement to deliver a document to the Registrar, or to deliver a document in the prescribed form, shall be satisfied by the communication to the Registrar of the requisite information in any non-legible form specified by the Registrar for the purposes of this section.
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(3)Any document which (in legible form) would be required to be signed or sealed, shall instead be authenticated in such manner as may be specified by the Registrar for the purposes of this section.
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(4)The document must— (a) contain in a prominent position the registered number of the credit union to which it relates, (b) satisfy any requirements specified by the Registrar for the purposes of this section, and (c) be furnished in such manner and conform to such requirements as may be so specified for the purposes of enabling the Registrar to read and copy the document.
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(5)If a document is delivered to the Registrar which does not comply with the requirements of this section, he may serve on the person by whom the document was delivered (or if there are two or more such persons, on any of them) a notice indicating the respect in which the document does not comply.
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(6)Except with the consent of the Minister, the Registrar may not serve a notice under subsection (5) after the expiry of three months from the date on which he receives the document to which the notice relates.
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(7)Where the Registrar serves a notice under subsection (5), then, unless a replacement document— (a) is delivered to him within 28 days after the service of the notice, and (b) complies with the requirement of this section or is not rejected by him for failure to comply with those requirements, the original document shall be deemed not to have been delivered to him.
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(8)For the purposes of any provision imposing a penalty for failure to deliver a document, so far as it imposes a penalty for continued contravention, no account shall be taken of the period between the delivery of the original document and the end of the period of 28 days after the service of the Registrar's notice under subsection (5).
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(9)The Minister may by regulations make further provision with respect to the application of this section in relation to instantaneous forms of communication.
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(10)In this section “document” includes any periodic account, abstract, statement or return required to be delivered to the Registrar.
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Exercise of Registrar's functions.
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105.—In the absence of the Registrar, his functions may be exercised and performed by such person as the Minister may for the time being authorise.
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Annual report by Registrar.
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106.—(1) Not later than the end of September in each year, the Registrar shall make a report to the Minister with respect to the exercise of his functions under this Act.
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(2)As soon as possible after the receipt of a report from the Registrar under subsection (1), the Minister shall lay a copy of the report before each House of the Oireachtas.
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PART VII
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Accounts and Audit Financial year of a credit union.
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107.—(1) Subject to subsections (2) and (3), the financial year of a credit union shall be the period of 12 months ending on the 30th day of September or such other date as the Registrar may determine.
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(2)The initial financial year of a credit union shall be such period as begins on the date on which the credit union is registered and expires on the following 30th September or on such other date as the Registrar may have determined before the 30th September.
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(3)The final financial year of a credit union shall be that period (of less than 12 months) which expires on the date to which the credit union makes up its final accounts and begins on the day following the end of the preceding financial year (as determined under subsection (1) or subsection (2)).
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Accounting records etc.
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108.—(1) Every credit union shall— (a) cause proper accounting records, whether in the form of documents or otherwise, to be kept on a continuous and consistent basis, that is to say, the entries shall be made in a timely manner and be consistent from one year to the next, and (b) establish and maintain systems of control of its business and records, in accordance with this section and section 109 .
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(2)The accounting records of a credit union shall be such as— (a) correctly to record and explain the transactions of the credit union; (b) to disclose, with reasonable accuracy and promptness, the financial position of the credit union at any time; (c) to enable the officers properly to discharge the duties imposed on them by or under this Act; (d) to enable the credit union properly to discharge the duties imposed on it by or under this Act; and (e) to enable the accounts of the credit union to be readily and properly audited.
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(3)Without prejudice to the generality of subsections (1) and (2), accounting records kept pursuant to this section shall contain— (a) entries from day to day of all sums of money received and expended by the credit union and the matters in respect of which the receipt and expenditure take place; (b) a record of the assets and liabilities of the credit union and entries from day to day of every transaction entered into by the credit union which will or may give rise to liabilities or assets of the credit union; and (c) in respect of the provision of services, whether under section 48 or otherwise, a record of the services provided and all transactions relating to them.
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(4)For the purposes of subsection (1) proper accounting records shall be deemed to be kept if they comply with subsections (2) and (3) and give a true and fair view of the state of affairs of the credit union and explain its transactions.
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(5)The accounting records of a credit union— (a) shall be kept at the registered office of the credit union or at such other place in the State as the board of directors think fit; and (b) shall at all reasonable times be open to inspection by the members of the board of directors and the Supervisory Committee.
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(6)Every record required to be kept under this section shall be preserved by the credit union for not less than six years from the latest date to which it relates.
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(7)Where the accounting records of the credit union are kept at a place other than the registered office of the credit union, the treasurer shall have responsibility for keeping a written record of their location.
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(8)Where a credit union conducts its business in more than one place, the board of directors shall ensure that such accounting records are kept and such systems of control are established and maintained for each of those places as will enable the credit union to comply with this section and section 109 .
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(9)A credit union shall take adequate precautions to ensure the safe keeping of the accounting records of the credit union no matter what form they may take.
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Systems of control and safe custody.
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109.—(1) The systems of control which are to be established and maintained by a credit union pursuant to section 108
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(1)are systems for the control of the conduct of its business as required by or under this Act and in accordance with the decisions of the board of directors and for the control of the accounting and other records of its business.
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(2)Without prejudice to the generality of section 108
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(1), the systems of control must be such as to secure that the credit union's business is so conducted and its records so kept that— (a) the information necessary to enable the officers, the credit union and the auditor to discharge their functions is sufficiently accurate, and is available with sufficient regularity and with sufficient promptness for those purposes, and (b) the information obtained by or furnished to the Registrar is sufficiently accurate for the purposes for which it is obtained or furnished and is available as required by the Registrar.
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(3)Every credit union shall establish and maintain a system to ensure the safe custody of all documents of title belonging to the credit union.
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Accounting principles.
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110.—(1) Subject to subsection (2), the amounts to be included in the accounts of a credit union in respect of items shown shall be determined in accordance with the following principles— (a) the credit union shall be presumed to be carrying on business as a going concern; (b) accounting policies shall be applied consistently from one financial year to the next; (c) the amount of any item in the accounts shall be determined on a prudent basis and in particular— (i) only surpluses realised at the balance sheet date shall be included in the income and expenditure account, and (ii) all liabilities and losses which have arisen or are likely to arise in respect of the financial year to which the accounts relate, or a previous financial year, shall be taken into account, including those liabilities and losses which only become apparent between the balance sheet date and the date on which the accounts are signed in pursuance of section 111 ; (d) all income and charges relating to the financial year to which the accounts relate shall be taken into account without regard to the date of receipt of payment; and (e) in determining the aggregate amount of any item the amount of each individual asset or liability that falls to be taken into account shall be determined separately.
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(2)If it appears to the directors of a credit union that there are special reasons for departing from any of the principles specified in subsection (1), they may so depart, but particulars of the departure, the reasons for it and its effect on the balance sheet and income and expenditure account shall be stated in a note to the accounts, for the financial year concerned, of the credit union.
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Annual accounts.
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111.—(1) The directors of a credit union shall prepare or cause to be prepared, with respect to each financial year— (a) an income and expenditure account giving a true and fair view of the credit union's income and expenditure for that year, (b) a balance sheet giving a true and fair view of the state of its affairs as at the end of that year, and (c) any statement required by the body of accountants (referred to in section 114
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(1)(a)) of which the auditor is a member to be included with the annual accounts so that the annual accounts together with the statement or statements give such a true and fair view as is referred to in paragraph (a) or, as the case may be, paragraph (b), and each of these shall be in such form and shall contain such particulars as the Registrar may direct.
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(2)Unless the Registrar otherwise allows, for each financial year, the income and expenditure account, the balance sheet and the statement or statements referred to in subsection (1)(c) shall, where applicable, include corresponding particulars for the preceding financial year.
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(3)The annual accounts shall also contain such supplementary information as is required by or under this Act.
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(4)A credit union shall not publish, for any financial year, any income and expenditure account, balance sheet or statement unless— (a) it has been previously audited by the auditor last appointed to audit the annual accounts of the credit union, and (b) it incorporates a report by the auditor stating whether in his opinion it complies with paragraph (a) or paragraph (b) of subsection (1), whichever is applicable in that case, and (c) it has been signed by the treasurer of the credit union, a member of the Supervisory Committee acting on behalf of the Supervisory Committee and a member of the board of directors acting on behalf of the board.
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(5)If, in relation to any income and expenditure account or balance sheet of a credit union for a financial year, a member of the board of directors fails to take all reasonable steps to secure compliance with the provision of subsection (1) which is applicable in that case, he shall be guilty of an offence and liable on summary conviction to a fine not exceeding £1,000 unless he proves that he had reasonable grounds to believe that a competent and reliable person was charged with the duty of seeing that the relevant provision was complied with, and was in a position to discharge that duty.
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(6)The accounts prepared with respect to a credit union's financial year under this section together with the notes to them are referred to in this Act as the “annual accounts”.
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Balance sheet to be available to members.
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112.—(1) Every credit union shall keep available for inspection by its members at all reasonable times— (a) a copy of the latest audited balance sheet of the credit union; and (b) a copy of the auditor's report on that balance sheet.
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(2)Every credit union shall cause to be displayed at all times in a conspicuous position at its registered office a notice informing members of the availability of the documents referred to in subsection (1).
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(3)A credit union which fails to comply with the preceding provisions of this section shall be guilty of an offence.
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Obligation to appoint auditors.
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113.—(1) At each annual general meeting a credit union shall, by a majority vote of the members present and voting, elect an auditor to hold office from the conclusion of that meeting until the next annual general meeting.
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(2)Notwithstanding any agreement between the credit union and an auditor, and without prejudice to any rights of the auditor in relation to his removal under this Act, a credit union may by resolution at a general meeting remove an auditor before the term of his office expires and may elect in his place a person— (a) who has been duly nominated for election; (b) who is qualified under this Act to be an auditor of a credit union; and (c) of whose nomination due notice has been given to the members of the credit union and the Registrar.
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(3)The first auditor of a credit union may be appointed by the directors at any time before the first annual general meeting; but no person shall be so appointed unless he is qualified for election as an auditor of a credit union.
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(4)Where the directors fail to exercise their power under subsection (3), the first auditor may be elected by a majority vote of the members present and voting at a general meeting of the credit union and thereupon the power of the directors under subsection (3) shall cease.
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(5)Where, at an annual general meeting, no auditor is elected, the Registrar may appoint a person who is qualified under this Act to be an auditor of a credit union to fill the vacancy and the remuneration and expenses of an auditor so appointed shall be paid out of the funds of the credit union.
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(6)A credit union shall— (a) within one week of the Registrar's powers under subsection (5) becoming exercisable, give the Registrar notice of that fact; and (b) where a resolution removing an auditor is passed, give notice of that fact to the Registrar in such form as may be required by the Registrar within 14 days of the meeting at which the resolution removing the auditor was passed.
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(7)The directors of a credit union may fill any casual vacancy in the office of auditor with a person who is qualified to be elected an auditor of a credit union but, while any such vacancy continues, the surviving or continuing auditor or auditors, if any, may act.
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(8)The election of a firm by the name of the firm to be the auditor of a credit union shall be deemed to be an election of those persons who from time to time during the period of appointment are the partners in that firm as from time to time constituted and are qualified to be auditors of a credit union.
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(9)Where the Registrar is of the opinion that it would not be in the interest of the orderly and proper regulation of the business of a credit union or in its members' interests, he may by notice in writing order the credit union not to elect or re-elect to the office of auditor, or the directors not to fill a casual vacancy in that office with, a named person.
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(10)Where the Registrar makes an order under subsection (9), the credit union may appeal against the order to the Court but, subject to any direction or decision of the Court, the credit union shall comply with the order.
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Qualification for appointment as auditor.
\n
114.—(1) A person shall not be qualified for election as auditor of a credit union unless— (a) he is a member of a body of accountants for the time being recognised by the Minister for the purposes of section 187 of the Companies Act, 1990 , and holds a valid practising certificate; or (b) he is otherwise for the time being authorised by the Minister under any provision of the Companies Acts to be appointed as a public auditor.
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(2)None of the following persons shall be qualified for election as auditor of a credit union— (a) a person who is or, at any time during the period of three years preceding the meeting at which the election is to be made, has been an officer or voluntary assistant of the credit union; (b) a parent, spouse, brother, sister or child of an officer or voluntary assistant of the credit union; or (c) a person who is a partner of, or in the employment of, or who employs, an officer or voluntary assistant of the credit union.
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(3)Any election made by a credit union in contravention of subsection (1) or subsection (2) shall not be an effective election for the purposes of this Act.
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(4)A person shall not act as auditor of a credit union at a time when he is disqualified under this Act or the Companies Acts for election or appointment to that office and, if an auditor of a credit union becomes so disqualified during his term of office, he shall— (a) thereupon vacate his office; and (b) give immediate notice in writing to the credit union and to the Registrar that he has vacated his office by reason of the disqualification.
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(5)A person who contravenes subsection (4) shall be guilty of an offence.
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Eligibility of auditor for re-election.
\n
115.—(1) A person who was elected (or appointed) to audit the annual accounts of a credit union for a financial year and who continues to be qualified under this Act to be an auditor of a credit union shall be eligible for re-election (or election) as auditor of the credit union for the following financial year unless— (a) he has given to the credit union notice in writing of his unwillingness to be re-elected (or elected); or (b) he is ineligible for election as auditor of the credit union for that financial year; or (c) he has ceased to act as auditor of the credit union by reason of incapacity; or (d) the Registrar has made an order under section 113
\n
(9)prohibiting his election or re-election as auditor of the credit union.
\n
(2)For the purposes of subsection (1), a person is ineligible for election as auditor of a credit union for a particular financial year if, at the date of the general meeting at which an auditor would be elected for that financial year, he is, by virtue of section 114
\n
(2), disqualified for election in relation to that credit union.
\n
Removal of auditor by Registrar.
\n
116.—(1) Where the Registrar considers it necessary in the interest— (a) of the members or creditors of a credit union, or (b) of the orderly and proper regulation of the business of a credit union, the Registrar may remove from office the auditor of the credit union.
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(2)In the Fifth Schedule, paragraphs 1, 2, 4 and 5 shall have effect where an auditor is removed under subsection (1), substituting a reference to the auditor for any reference to a director or member.
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(3)If, in a case where any provision of the Fifth Schedule has effect by virtue of subsection (1), the Court is satisfied, because of the nature or circumstances of the case or otherwise in the interests of justice, that it is desirable, the whole or any part of any proceedings under that provision may be heard otherwise than in public.
\n
Resolutions relating to appointment and removal of auditors.
\n
117.—(1) Subject to subsection (2), a resolution at a general meeting of a credit union— (a) nominating for election as auditor a person other than a retiring auditor, (b) providing that a retiring auditor shall not be nominated for election, (c) removing an auditor before the expiration of his term of office, or (d) nominating for election 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 credit union and to the Registrar not less than 28 days before the meeting at which it is to be moved.
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(2)Where, after notice of the intention to move such a resolution has been given to the credit union, a general meeting of the credit union 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.
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(3)Subject to subsection (4), a credit union 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 Registrar, of the intended resolution by advertisement in at least two appropriate newspapers, within the meaning of section 80
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(5)(a), published in the State and circulating in the area in which the credit union's registered office is situated.
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(4)A notice under subsection (3) shall not be given within 7 days of the date of the receipt of notice of the intended resolution under subsection (1).
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(5)On receipt of notice of an intended resolution under subsection (1), the credit union shall forthwith— (a) if the resolution is a resolution mentioned in paragraph (a), paragraph (b) or paragraph (d) of that subsection, send a copy thereof to the retiring auditor; (b) if the resolution is a resolution mentioned in paragraph (c) of that subsection, send a copy thereof to the auditor proposed to be removed.
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(6)Where notice is given of such an intended resolution as is mentioned in any of 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 credit union (not exceeding a reasonable length) and requests their notification to the members of the credit union, the credit union shall, subject to subsection (8), (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 credit union, state the fact of the representations having been made; and (b) send a copy of the representations to every member of the credit union to whom notice of the meeting is sent (whether before or after the credit union receives the representations).
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(7)Subject to subsection (8), and whether or not copies of any representations made by him have been sent as mentioned in subsection (6), the auditor concerned may require that, without prejudice to his right to be heard orally, the representations made by him shall be read out at the meeting at which the intended resolution is to be moved.
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(8)Subsections (6) and (7) shall not apply if, on the application either of the credit union or of any other person who claims to be aggrieved, the Registrar is satisfied that compliance with the subsections would diminish substantially public confidence in the credit union or that the rights conferred by it are being, or are likely to be, abused in order to secure needless publicity for defamatory matter.
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(9)An auditor of a credit union who has been removed shall be entitled— (a) to attend the annual general meeting of the credit union at which, but for his removal, his term of office as auditor of the credit union would have expired; (b) to attend the general meeting of the credit union at which it is proposed to fill the vacancy occasioned by his removal; (c) to receive all notices of, and other communications relating to, any such meeting which a member of the credit union entitled to notice of the meeting is entitled to receive; and (d) to be heard at any such meeting or any part of the business of the meeting which concerns him as a former auditor of the credit union.
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Resignation of auditors.
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118.—(1) An auditor of a credit union may, by a notice in writing which complies with subsection (3), is served on the credit union and states his intention to do so, resign from the office of auditor to the credit union, and the resignation shall take effect on such date as may be specified in the notice, being not less than 28 days after the notice is served.
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(2)A copy of a notice under subsection (1) shall be sent by the auditor to the Registrar at the same time as it is served on the credit union.
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(3)A notice under subsection (1) shall contain either— (a) a statement to the effect that there are no circumstances connected with the resignation to which it relates that the auditor concerned considers should be brought to the notice of the members or creditors of the credit union; or (b) a statement of any such circumstances.
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(4)Subject to subsection (5), where a notice under subsection (1) is served on a credit union and the notice contains a statement falling within subsection (3)(b), the credit union shall, not later than 14 days after the date of that service, send a copy of the notice to every person who is entitled to notice of a general meeting of the credit union.
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(5)Copies of a notice served on a credit union under subsection (1) need not be sent to the persons specified in subsection (4) if, on the application of the credit union concerned or any other person who claims to be aggrieved, the Registrar is satisfied that the sending of the notice would be likely to diminish substantially public confidence in the credit union or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.
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Requisitioning of general meeting and circulation of statement by resigning auditor.
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119.—(1) A notice served on a credit union under section 118 by a resigning auditor which contains a statement falling within subsection (3)(b) of that section may also requisition the convening, by the directors of the credit union, of a general meeting of the credit union for the purpose of receiving and considering such account and explanation of the circumstances connected with his resignation from the office of auditor to the credit union as the auditor may wish to give to the meeting.
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(2)Where an auditor makes a requisition under subsection (1), the directors of the credit union shall, within 14 days of the service on the credit union of the notice containing the requisition, proceed duly to convene a general meeting of the credit union for a day not more than 28 days after the service of that notice.
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(3)Subject to subsection (4), where— (a) a notice served on a credit union under section 118 contains a statement falling within subsection (3)(b) of that section, and (b) the auditor concerned requests the credit union to circulate to its members— (i) before the general meeting at which, apart from the notice, his term of office would expire, or (ii) before any general meeting at which it is proposed to fill the vacancy caused by his resignation or convened pursuant to a requisition under subsection (1), a further statement in writing prepared by the auditor of the circumstances connected with the resignation that the auditor considers should be brought to the notice of members, the credit union shall in any notice of the meeting given to its members state the fact of the statement having been made, and send a copy of the statement to every person who is entitled to notice of a general meeting of the credit union.
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(4)Subsection (3) need not be complied with by the credit union concerned if, on the application of either the credit union or of any other person who claims to be aggrieved, the Registrar is satisfied that the sending of the statement would be likely to diminish substantially public confidence in the credit union or that the rights conferred by this section are being abused to secure needless publicity for defamatory matter.
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(5)A person who has resigned from the office of auditor of a credit union shall be permitted— (a) to attend any such meeting of the credit union as is mentioned in subsection (3)(b); and (b) to be heard at any such meeting on any part of the business which concerns him as a former auditor of the credit union; and the credit union shall send to such a person all notices of, and other communications relating to, any such meeting that a member of the credit union who is entitled to notice of the meeting is entitled to receive.
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Auditor's report, right of access and to be heard.
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120.—(1) The auditor of a credit union shall make a report to the members on the accounts examined by him, and on the annual accounts which are to be laid before the credit union at the annual general meeting during his tenure of office; and the auditor's report— (a) shall be read at the annual general meeting of the credit union, and (b) shall be open to inspection by any member of the credit union.
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(2)Before signing his report, the auditor of a credit union shall meet with and report to the directors of the credit union and the members of the Supervisory Committee on the annual accounts and any matter relating thereto which he considers should be drawn to their attention.
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(3)The auditor's report shall state whether— (a) he has obtained all the information and explanations which, to the best of his knowledge and belief, were necessary for the purposes of his audit; (b) he is of the opinion that proper accounting records have been kept by the credit union; (c) the credit union's annual accounts are in agreement with the accounting records of the credit union; (d) he is of the opinion that the credit union's annual accounts have been properly prepared so as to conform with any requirements made by or under this Act and give a true and fair view— (i) in the case of the balance sheet, of the credit union's state of affairs as at the end of the financial year; (ii) in the case of the income and expenditure account, of the income and expenditure of the credit union for the financial year; and (e) the credit union's annual accounts contain any statement required under section 111
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(1)(c) to be included by the body of accountants concerned.
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(4)Without prejudice to subsection (3), where the report of the auditor relates to any accounts other than the income and expenditure account for the financial year in respect of which he is appointed, that report shall state whether those accounts give a true and fair view of any matter to which they relate.
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(5)It shall be the duty of the auditor in preparing his report under this section to carry out such investigations as will enable him to form an opinion as to whether— (a) the credit union has kept proper accounting records, and (b) the credit union has maintained satisfactory systems of control of its business and records, and where the auditor is of the opinion that the credit union has failed to keep proper accounting records or to maintain a satisfactory system of control of its business or records, he shall so state in his report.
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(6)Every auditor of a credit union shall have a right of access at all reasonable times to the books and documents of the credit union, and shall be entitled to require from the officers and voluntary assistants of the credit union such information and explanations that are within their knowledge or can be procured by them, as he thinks necessary for the performance of his duty as auditor.
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(7)The auditor of a credit union shall be entitled— (a) to attend any general meeting of the credit union; and (b) to be heard at any general meeting on any part of the business which concerns him as auditor of the credit union; and the credit union shall give its auditor the same notice of, and any other communications relating to, a general meeting that a member of the credit union is entitled to receive.
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Power of Minister to make further provision about accounts and audit.
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121.—The Minister, after consultation with the Advisory Committee and such other bodies as appear to him to be expert or knowledgeable in matters relating to credit unions, may by regulations make provision with respect to the annual accounts of credit unions and to their audit and, without prejudice to the generality of the power, any such regulations may— (a) add to the documents to be comprised in the annual accounts of a credit union prepared with respect to a financial year under section 111 ; (b) make further provision as to the matters to be included in any document comprised in a credit union's annual accounts; and (c) make further provision in relation to accounting principles and rules for the preparation of annual accounts including, if the Minister considers it necessary or desirable, adherence to particular formats of presentation.
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Auditor's duty to report to Registrar.
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122.—(1) If at any time the auditor of a credit union— (a) has reason to believe that there exist circumstances which are likely to affect materially the credit union's ability to fulfil its obligations to its members or meet any of its obligations under this Act, (b) has reason to believe that there are material defects in the accounting records, systems of control of the business and records of the credit union, (c) has reason to believe that there are material inaccuracies in or omissions from any returns made by the credit union to the Registrar, (d) proposes to qualify any report which he is to provide under this Act, (e) has reason to believe that there are material defects in the system for ensuring the safe custody of all documents of title, deeds and accounting records of the credit union, or (f) considers that the board of directors have failed to respond to any recommendations made by him, the auditor shall forthwith report the matter to the Registrar in writing.
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(2)The auditor of a credit union shall, if requested by the Registrar, furnish to the Registrar a report stating whether in his opinion and to the best of his knowledge the credit union has or has not complied with such requirements under this Act as the Registrar may have requested the auditor to furnish a report on.
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(3)The auditor of a credit union shall send to it, forthwith, a copy of any report made by him to the Registrar under subsection (1) or subsection (2).
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(4)Whenever the Registrar is of the opinion that the exercise of his functions under this Act or the protection of the interests of the members of a credit union so requires, he may require the auditor of the credit union to supply him with such information as he may specify in relation to the audit of the business of the credit union.
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(5)The Registrar may require that, in supplying information for the purpose of subsection (4), the auditor shall act independently of the credit union.
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(6)No duty to which the auditor of a credit union may be subject shall be regarded as contravened, and no liability to the credit union, its members, creditors or other interested parties shall attach to the auditor, by reason of his compliance with any obligation imposed on him by or under this section.
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Penalty for false statements etc. to auditors.
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123.—(1) An officer or voluntary assistant of a credit union who knowingly or recklessly makes a statement to which this section applies that is misleading, false or deceptive in a material particular shall be guilty of an offence.
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(2)This section applies to any statement made to the auditor of a credit union (whether orally or in writing) which conveys, or purports to convey, any information or explanation which he requires under this Act, or is entitled so to require, as auditor of the credit union.
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(3)An officer or voluntary assistant of a credit union who fails to provide to the auditor of the credit union, within five days of the making of the relevant requirement (not including a Saturday, Sunday or public holiday) any information or explanation that the auditor requires as auditor of the credit union and that is within the knowledge of, or can be procured by, the officer or voluntary assistant shall be guilty of an offence.
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(4)In a prosecution for an offence under this section it shall be a defence for the defendant to show— (a) that it was not reasonably possible for him to comply with the requirement under subsection (3) to which the offence relates within the time specified in that subsection; and (b) that he complied with that requirement as soon as was reasonably possible after the expiry of that time.
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Annual returns.
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124.—(1) Subject to subsection (3), every credit union shall, not later than 31st March in each year, send to the Registrar a return relating to its affairs for the most recent complete financial year, together with the annual accounts and a copy of the report of the auditor on the credit union's annual accounts for that financial year.