16.(1) The first meeting of the board shall be held on a day to be appointed by the Minister.
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(2)A meeting of the board shall be held after each appointment of members by the relevant local authorities on a day to be appointed by the Minister.
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(3)The board shall hold at least twelve meetings in each year and such other meetings as may be necessary for the performance of its functions.
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Chairman and Vice-Chairman 17. (1) The board shall from time to time elect one of its members (not being a member who is an officer or servant of the board) to be chairman of the board and another of its members (not being a member who is an officer or servant of the board) to be vice-chairman of the board.
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(2)A chairman or vice-chairman of the board shall hold office for the period specified by the board at his appointment unless— (a) he ceases to be, or becomes disqualified for being a member of the board; (b) he resigns the office of chairman or vice-chairman and his resignation becomes effective under this rule; (c) the board by a resolution, for which not less than two-thirds of the members of the board voted and of the intention to propose which not less than seven days' notice was given to every person who was a member of the board when the notice was given, terminates his appointment as chairman or vice-chairman.
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(3)A chairman or vice-chairman of the board may at any time resign his office of chairman or vice-chairman by giving notice in writing signed by him to the board, but the resignation shall not become effective until the commencement of the meeting of the board held next after the receipt by the board of the resignation.
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(4)Whenever, at the election of a chairman or vice-chairman of the board, there is an equality of votes for two or more persons, it shall be determined by lot which of those persons shall be chairman or vice-chairman of the board.
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Proceedings at Meetings 18. The proceedings of the board shall not be invalidated by any vacancy or vacancies among its members or by any defect in the appointments to the board or in the qualification of any member thereof.
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19.The chairman or, in his absence, the vice-chairman of the board may call a meeting of the board.
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20.If the chairman or, in his absence, the vice-chairman of the board refuses to call a meeting of the board after a requisition for that purpose, signed by three members of the board, has been presented to him, any three members of the board may forthwith call a meeting and if the chairman or vice-chairman (without so refusing) does not, within seven days after the presentation of the requisition, call a meeting of the board, any three members of the board may, on the expiration of those seven days, call a meeting of the board.
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21.Three clear days at least before a meeting of the board, notice of the time and place of the intended meeting signed by the chairman or vice-chairman or, if the meeting is called by members of the board, by those members, shall be fixed at the place at which the board are accustomed to meet and, if the meeting is called by members of the board, the notice shall specify the business proposed to be transacted thereat.
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22.Three clear days at least before any meeting of the board, a summons to attend the meeting, specifying the business proposed to be transacted thereat and signed by the secretary of the board, shall be left or delivered by post at the usual place of abode of every member of the board, but failure so to leave or deliver such summons for or to a member or some of the members of the board shall not affect the validity of a meeting.
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23.No business shall be transacted at a meeting of the board other than that specified in the summons relating thereto.
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24.At a meeting of the board— (a) the chairman of the board shall, if he is present, be chairman of the meeting, (b) if and so long as the chairman of the board is not present or the office of chairman is vacant, the vice-chairman shall, if he is present, be chairman of the meeting, (c) if and so long as the chairman of the board is not present or the office of chairman is vacant and the vice-chairman is not present or the office of vice-chairman is vacant, the members of the board who are present shall choose one of their number to be chairman of the meeting.
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25.Minutes of the proceedings of a meeting of the board shall be drawn up and entered in a book kept for that purpose and shall be signed by the chairman of the meeting or of the next ensuing meeting.
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26.The names of the members present at a meeting of the board shall be recorded in the minutes of the proceedings of the meeting.
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27.The names of the members voting on any question arising at a meeting of the board shall be recorded in the minutes of the proceedings of the meeting and the record shall show which members voted for and which against the question.
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28.All acts of the board and all questions coming or arising before the board may be done and decided by the majority of such members of the board as are present and vote at a meeting of the board duly held according to law.
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29.In case of equality of votes on any question arising at a meeting of the board, (other than the election of a chairman or vice-chairman) the chairman of the meeting shall have a second or casting vote.
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30.A member of the board who has— (a) any interest in any company or concern with which the board proposes to make any contract, or (b) any interest in any contract which the board proposes to make, shall disclose to the board the fact of the interest and the nature thereof, and shall take no part in any deliberation or decision of the board relating to the contract, and any such disclosure shall be recorded in the minutes of the board.
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31.The board may make standing orders for the regulation of its proceedings, other than proceedings the regulation of which is provided for by or under statute (including this Act), and may amend or revoke such standing orders.
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32.The seal of the board shall be authenticated by the signature of the chairman (or some other member authorised to act in that behalf) and the signature of an officer of the board authorised to act in that behalf.
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THIRD SCHEDULE Provisions consequential on Dissolutions
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Section 34
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Transfer of property.
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1.(1) Any property, whether real or personal (including choses-in-action) which immediately before the commencement was vested in or belonged to or was held in trust for the dissolved body and all rights, powers and privileges relating to or connected with any such property shall, on the commencement, without any conveyance or assignment but subject where necessary to transfer in the books of any bank, corporation, or company, become and be vested in or the property of or held in trust for (as the case may require) the body to which it is transferred for all the estate, term of interest for which the same immediately before the commencement was vested in or belonged to or was held in trust for the dissolved body, but subject to all trusts and equities affecting the same and then subsisting and capable of being performed.
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(2)Any property transferred by this paragraph which, immediately before the commencement, was standing in the books of any bank or was registered in the books of any bank, corporation, or company in the name of the dissolved body shall, upon the request of the body to which it is transferred made at any time after the commencement, be transferred in such books by such bank, corporation or company into the name of that body.
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(3)After the commencement, every chose-in-action transferred in accordance with this paragraph to a body may be sued upon, recovered or enforced by that body in its own name, and it shall not be necessary for the body to give notice to the person bound by such chose-in-action of the transfer effected by this paragraph.
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Transfer of liabilities.
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2.(1) Any debt and other liability (including stock and mortgage debts, and unliquidated liabilities arising from torts or breaches of contract) which immediately before the commencement was owing and unpaid or had been incurred and was undischarged by the dissolved body shall, on the commencement, become and be the debt or liability of the body to which it is transferred and shall be paid or discharged by and may be recovered from or enforced against that body accordingly.
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(2)A dissolution under section 34 shall not invalidate or affect any paying order which may have been issued by the dissolved body and not presented for payment before the commencement or any authority given by the dissolved body for the payment of the amount of the paying order, and the body to which the relevant liability is transferred shall make arrangements for the payment of the amount of every such paying order upon due presentation within a reasonable time after the commencement.
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Preservation of continuing contracts.
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3.Any bond, guarantee, or other security of a continuing character made or given by the dissolved body to another person or by any person to the dissolved body and in force immediately before the commencement, and every contract or agreement in writing made between the dissolved body and another person and not fully executed and completed before the commencement shall, notwithstanding the dissolution, continue in force after the commencement but shall be construed and have effect as if the name of the body specified in the relevant order under section 34 were substituted therein for the name of the dissolved body and such security, contract or agreement shall be enforceable accordingly by or against the body so specified.
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Continuance of rules and regulations.
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4.Any rule and regulation lawfully made by the dissolved body and in force immediately before the commencement shall, after the commencement and so far as it is not inconsistent with this Act, continue in force and have effect as a rule or regulation made on the commencement by the body in which the relevant functions are vested by this Act for the residue then unexpired of the period and in respect of the area for and in respect of which the same was actually made by the dissolved body, and accordingly every such rule and regulation may be continued, varied or revoked, and penalties and forfeitures arising thereunder before or after the commencement may be recovered and enforced by the body in which the relevant functions are so vested in the like manner and as fully as the same could have been continued, varied, revoked, recovered or enforced by the dissolved body if this Act had not been passed.
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Continuance of resolutions, etc.
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5.Any resolution passed, order made or notice served by the dissolved body before the commencement the operation, effect or term of which had not ceased or expired before the commencement shall, after the commencement and so far as it is not inconsistent with this Act, continue in force and have effect as if it were a resolution passed, order made or notice served by the body in which the relevant functions are vested by this Act on the date on which the same was actually passed, made or served by the dissolved body and as if the functions of the dissolved body were, on the said date, performable by the body in which the relevant functions are so vested.
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Continuance of pending legal proceedings.
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6.In any action, suit, prosecution or other proceeding which was pending immediately before the commencement in any court or tribunal and to which the dissolved body was a party, the body specified in the relevant order under section 34 shall on the commencement become and be a party in the place of the dissolved body and such proceeding shall be continued between the body so specified and the other parties thereto accordingly, and no such proceeding shall abate or be discontinued or prejudicially affected by reason of the dissolution.
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Admissibility in evidence of books.
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7.(1) All books and other documents directed or authorised by or under any statute to be kept by the dissolved body and which, immediately before the commencement, would be receivable in evidence shall, notwithstanding the dissolution, be admitted in evidence after the commencement as fully as if this Act had not been passed.
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(2)Whenever an extract from or certificate of the contents of any book or other document directed or authorised by or under any statute to be kept by the dissolved body would, if verified in a particular manner by a particular officer of that body, have been admissible immediately before the commencement as evidence of such contents, an extract from or certificate of the contents of such book or document shall, if verified in such particular manner by the officer of the health board or other body corresponding to the particular officer, be admitted after the commencement as evidence of the contents to the same extent as the first-mentioned extract or certificate would have been so admitted if this Act had not been passed.
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Audit of accounts.
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8.(1) The accounts of all income and expenditure of the dissolved body and of committees thereof and of the respective officers of the dissolved body and such committees up to the commencement shall, as soon as conveniently may be after the commencement, be audited, and disallowances, surcharges, charges and penalties in relation to the accounts, income and expenditure shall be made, recovered and enforced in like manner as nearly as may be as if this Act had not been passed.
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(2)Any officer of the dissolved body or of any committee thereof whose duty it is to make up any accounts of or to account for any portion of the income or expenditure of the dissolved body and also every member of the dissolved body or of any such committee shall, until the audit of the accounts of such income and expenditure up to the commencement is complete, be deemed for the purposes of such audit to continue in office and be bound to perform the same duties and render the same accounts and be subject to the same liabilities as if this Act had not been passed.
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Transfer of officers.
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9.Any person, who immediately before the commencement was an officer of the dissolved body shall, on such commencement, be transferred to the service of the body specified in the relevant order under section 34 and become and be an officer of that body and, for the purposes of any enactment relating to superannuation, his office under the dissolved body shall be deemed not to have been abolished.
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Preservation of contracts of service.
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10.Any contract of service (express or implied) in force immediately before the commencement between the dissolved body and any person not being an officer of the dissolved body shall continue in force after the commencement, but shall be construed and have effect as if the body specified in the relevant order under section 34 were substituted therein for the dissolved body, and every such contract shall be enforceable accordingly by or against the body so specified.
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