§ Leave out Clause 29 and insert the following new clause:—
§ Special resolutions
§ ("(1) A resolution shall be a special resolution when—
- (a) if has been passed by not less than three-fourths of the number of the members of the building society qualified to vote on a special resolution and voting in person, or by proxy on a poll on the resolution at a meeting of the building society, of which notice specifying the intention to move the resolution as a special resolution has been duly given;
§ (2) The members qualified to vote on a special resolution at a meeting of a building society shall be all the members of the building society who were also members at the end of the last financial year before the date of the meeting, except that, if the rules of the building 882 society so provide, members who, at the end of that financial year, or at the date of the meeting, did not hold shares in the building society to a value of one pound or more shall not be qualified to vote.
§ (3) For the purposes of this section—
- (a) notice of a meeting shall be deemed to be duly given if the notice is given in the manner provided by this Act and the rules of the building society;
- (b) the meeting of the building society shall be deemed to be duly held if it is held in the manner provided by the rules of the building society.
§ (4) Notwithstanding anything in the rules of a building society, the business which may be dealt with at the annual general meeting, or at any other meeting, shall include any resolution to be passed as a special resolution.
§ (5) In any rules made by a building society after the commencement of this Act the expression "special resolution" shall, unless the context otherwise requires, mean a special resolution as defined in this section.
§ (6) This section shall come into force as respects any resolution to be moved at a meeting held after the beginning of the year nineteen hundred and sixty-one.")
§ Leave out Clause 30 and insert the following new clause:—
§ Circulation of members' special resolutions
§ (".—(1) If a member of a building society applies in writing to the building society and gives notice of his intention to move a special resolution at a meeting of the building society, it shall be the duty of the building society to include in the notice of the meeting a notice specifying the intention to move that resolution as a special resolution at the meeting.
§ (2) If the applicant does not specify the meeting at which he intends to move the resolution, or if he specifics a meeting which will be held fifty-six days or less after the receipt of the notice by the building society, the building society shall act on the footing that he intends to move the special resolution at the first meeting of the building society held more than fifty-six days after the date of the application.
§ (3) If a building society fails to comply with an application duly made under this section, the building society and every officer of the building society who is in default shall be guilty of an offence under this Act.
§ (4) In this section the expression 'special resolution' means a resolution which will not be effective unless it is passed as a special resolution.")
§ After the clause last inserted, insert the following new clause:—
§ Cases under existing law in which a special resolution is required
§ (".—(1) A building society may alter or add to its rules by a special resolution, and any provision in its rules which authorises it to alter or add to its rules without passing a special resolution shall be void.
§ (2) in section thirty-three of the principal Act (under which two or more building 883 societies may unite) for the words from 'upon such terms' to the words 'for the purpose' there shall be substituted the words—
- '(a) if the terms of the union are approved by a special resolution (as defined in the Building Societies Act, 1960) of each of the societies, and
- (b) if the union obtains the concurrence in writing of the holders of not less than two-thirds of the whole number of shares in each society, whether they are present at the meeting or not',
§ (3) In section twenty-two and paragraph 4 of section thirty-two of the principal Act (which relate respectively to a change of name and to a winding up) for the references to a resolution of three-fourths of the members of a building society passed at a meeting called for the purpose there shall be substituted references to a special resolution, and in section five of the Societies (Miscellaneous Provisions) Act, 1940 (which relates to a transfer of engagements), for the references to a special resolution as defined by that subsection there shall be substituted references to a special resolution as defined by this Act.")
§ Clause 31, page 26, line 5, after ("the") insert ("manner in which")
§ Clause 31, page 26, line 5, leave out ("to be given")
§ Clause 31, page 26, line 6, at end insert ("is to be given to members")
§ Clause 31, page 26, line 22, at end insert ("and a building society may, where it has by its rules provided for a matter specified in subsection (1) of this section, also by its rules expressly exclude the relevant provisions of that Schedule")
Clause 33, page 27, line 25, at end insert—
("(3) Notice of a meeting of a building society shall not be sent to members of the building society more than fifty-six days before the date of the meeting.")
Clause 34, page 27, line 26, at beginning insert—
("(1) Written notice of any meeting of a building society which specifies the intention to propose a resolution as a special resolution at the meeting shall be sent to every member qualified to vote on a special resolution at the meeting.
(2) Subject to the provisions of subsection (1) of this section.")
Clause 34, page 27, line 34, at end insert—
("(2) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.")
§ VISCOUNT HAILSHAM
My Lords, may I now take Nos. 29 to 38, which are really Amendments standardising and simplifying the provisions relating to the circumstances in which a resolution passed at a meeting of a building 884 society is required to be treated as a special resolution. They also lay down the requirements as to the circulation to members of special resolutions. My Lords, I beg to move that this House Both agree with the Commons in the said Amendments.
§ Moved, That this House doth agree with the Commons in the said Amendments.—(Viscount Hailsham.)
My Lords, for the sake of accuracy, may I point out a misprint? In the first subsection of the proposed new clause, Amendment No. 29, the letters (a)" and (b)" should I think be omitted, and the first word after "(a)" should be "it" instead of "if".
§ On Question, Motion agreed to.