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17 1989

BUILDING SOCIETIES ACT, 1989

PART V

Management of Building Societies

Directors.

48. —(1) A building society shall have at least 3 directors.

(2) A society shall not have as a director a body corporate.

(3) The directors shall appoint from among their number a chairman of the board of directors.

(4) The chairman of the board of directors shall not also be the chief executive of the society except with the consent of the Central Bank.

Chief executive and secretary.

49. —(1) A building society shall have—

(a) a chief executive who, either alone or jointly with one or more other officers of the society, shall be responsible, under the immediate authority of the board of directors, for the conduct of the business of the society; and

(b) a secretary.

(2) The offices of chief executive and secretary may not be held by the same person except with the consent of the Central Bank.

(3) The chief executive and the secretary of a society shall be appointed by the board of directors of the society who shall take all reasonable steps to ensure that the persons appointed are persons who have the knowledge and experience to discharge the functions of those offices.

(4) The board of directors of a society shall give to the Central Bank prior notice of a proposal to appoint a person as chief executive stating the person's full name and address, the date on which he is to take office and such other information as the Bank may require and the Bank shall record the person's name and the date on which he begins to hold office in the public file of the society.

(5) Where a person ceases to hold office as chief executive the board shall, as soon as may be, give notice of that fact to the Central Bank which shall record it in the public file of the society.

(6) Anything required or authorised to be done by or in respect of the chief executive or secretary may, if the office is vacant or there is for any other reason no chief executive or secretary capable of acting, be done by or in respect of any deputy or assistant chief executive or secretary, as the case may be, or if there is no deputy or assistant capable of acting, by or in respect of any officer of the society authorised generally or specially for that purpose by the directors.

(7) Where the chief executive is also a director he may be referred to as the managing director.

Directors: appointment and retirement.

50. —(1) Subject to subsections (11) and (16), the directors of a building society must be elected to office either—

(a) at an annual general meeting of the society, or

(b) by postal ballot conducted during the period of 3 months preceding the date on which the annual general meeting is held,

as the rules provide.

(2) Where subsection (1) (a) applies and the number of candidates for the office of director exceeds the number of vacancies, the election of directors shall be by poll.

(3) The persons entitled to vote in an election of directors are those members of the society who in accordance with section 69 and under the rules are entitled to vote on an ordinary resolution.

(4) A person entitled to vote in an election of directors cannot be required to cast all or any of his votes.

(5) A person who is not a member of a society may, if its rules so provide, be a director.

(6) The rules of a society may impose, as a condition of a person's eligibility to be or to be nominated for election as a director of the society, a requirement that he shall hold beneficially shares in the society not less in value than the amount specified by the rules, but the maximum holding that may be required shall not exceed £500, or such other amount as may be substituted for it in regulations made by the Central Bank.

(7) The rules of a society shall not require, as conditions of the validity of a person's nomination for election as a director, that—

(a) more than 20 members join in nominating him;

(b) a nominating member be a member for more than 2 years before the date of the nomination or hold, or have at any time during that period held, shares in the society to a value greater than £250; or

(c) more than £250 be deposited with the society in connection with his candidature.

(8) The rules of a society shall not impose, as conditions of the validity of a person's nomination for election as a director, conditions in relation to matters other than those in subsections (6) and (7) except as may be approved by the Central Bank as being reasonable.

(9) The Central Bank may, by regulation, substitute for the number, the maximum period of membership, the maximum value of shares, and the maximum amount of the deposit referred to in subsection (7), such other number, period, value, or amount as it thinks appropriate.

(10) A director, other than a director who is also the chief executive of a society, shall retire from office not later than the end of the third annual general meeting of the society following the date of his election, subject to any provision in this Act or in the rules of the society for his earlier retirement and such director shall be eligible for election without nomination, subject to the rules.

(11) If the rules of a society so provide, the directors for the time being may co-opt as director to fill any vacancy on the board of directors any person who—

(a) appears to them to be fit and proper to be a director, and

(b) is not disqualified under section 64 to be a director of a building society,

not being a person who, having stood for election as a director at any election held within the preceding 16 months, was not elected as a director.

(12) A person who is co-opted under subsection (11) shall cease to hold office at the end of the next annual general meeting following his appointment, but a general meeting shall be disregarded for the purposes of this subsection if the closing date for the nomination of candidates falls before the date of the co-opted director's appointment, but he shall retire as a co-opted director at the next annual general meeting following that which is disregarded and shall be eligible for election without nomination, subject to the rules.

(13) Where in an election of directors there is a poll, whether conducted at a meeting or by way of postal ballot, the papers issued by the society for the purposes of or relating to the poll shall—

(a) show with equal prominence the name of each candidate, and

(b) arrange the names alphabetically in the order of the surnames, or if there are 2 or more candidates bearing the same surname, in the alphabetical order of their other names together with such information as will distinguish such candidates.

(14) The acts of a director shall be valid notwithstanding any defects which may afterwards be discovered in his appointment or qualification.

(15) A society shall notify the Central Bank—

(a) of all valid nominations of persons for election as directors, as soon as possible after the closing date for nominations; and

(b) of the proposed co-option of persons as directors at least 14 days before the date of the appointment;

giving in each case the information referred to in section 66 (1) and such other information as the Bank may require.

(16) The persons mentioned in section 10 (2) or a majority of them may appoint as directors to hold office until the conclusion of the first annual general meeting persons not disqualified under section 64 .

(17) In this section, “ordinary resolution”, means a resolution which will be effective without being passed as a special resolution or a conversion resolution.

Directors: supplementary provisions as to elections, etc.

51. —(1) A building society shall give notice of the latest date for the receipt of nominations for election as a director in either of the following ways—

(a) by publishing it in at least 2 daily newspapers published in the State and circulating in the area in which the chief office of the society is situated and such notice shall be published not earlier than 42 days before such date; or

(b) by sending it, not earlier than the date on which notices are issued for the preceding year's annual general meeting to all members who would at the date of the notice be entitled to notice of an election of directors,

as the rules provide, and in either case the notice shall be published or sent, as the case may be, not later than 21 days before the latest date for the receipt of nominations.

(2) If a duly nominated candidate for election as a director of a society furnishes the society with an election address of not more than 300 words before the closing date for nominations, then, subject to subsection (3)

(a) it shall be the duty of the society, at its expense, to send a copy of the address to each member of the society who is entitled to notice of the election; and

(b) each member's copy shall be sent in the same manner and, so far as practicable, at the same time as the notice of the meeting at which the election is to be conducted or the ballot papers are sent out, as the case may be;

but failure to comply with a requirement of this subsection shall not of itself invalidate the election.

(3) Subsection (2) does not require a society to send copies of an address to members of the society in any case where—

(a) the contents of the address would be likely to diminish substantially public confidence in the society, or

(b) the rights conferred by that subsection are being abused to seek needless publicity for defamatory matter or for frivolous or vexatious purposes,

and that subsection shall not be taken to confer any rights on members, or to impose any duties on a society, in respect of an address which does not relate directly to the affairs of the society.

(4) Where the society refuses, or proposes to refuse, to circulate an election address, the society shall, within 7 days after the receipt of the address, notify the member who furnished it of such refusal and the grounds for the refusal and the said member may, within 7 days of the refusal, refer the refusal to the Central Bank who may direct the society to comply with the request subject to such conditions as the Bank may require.

(5) (a) The person appointed under the rules of a society to supervise the conduct of an election of directors shall prepare and submit to the Central Bank a report on the conduct of the election—

(i) stating whether in his opinion the election was conducted in accordance with the provisions of this Act, regulations made thereunder and the rules and otherwise with fairness and integrity;

(ii) containing details of the number of proxy instruments received, the number declared invalid categorised by cause of invalidation and the number of votes attributable to valid instruments; and

(iii) containing such other information as may be required by the Bank.

(b) The Central Bank may, as it thinks proper, disclose some or all of the contents of a report under paragraph (a) to a duly nominated candidate.

(6) A society shall retain for a period of one year from the date of the election all ballot papers and all its documents and records relating to an election of directors.

(7) The Central Bank may, following consideration of the report made to it under subsection (5), if it thinks proper, apply to the Court for an order setting aside the result of an election of directors and directing the society to hold another election.

(8) An employee, other than an officer, of a society, not being himself a candidate, who, at the place of his employment or of a meeting of the society, solicits support for a candidate for election as a director or invites a member of the society to appoint as his proxy any particular person to vote in an election shall be guilty of an offence and shall be liable on conviction to a fine not exceeding £300.

Connected persons.

52. —(1) For the purposes of this Part, a person is connected with a director of a building society if, but only if, he is—

(a) that director's spouse, parent, brother, sister or child; or

(b) a body corporate with which the director is associated; or

(c) a person acting in his capacity as the trustee (other than as trustee under an employees' share scheme or a pension scheme) of any trust the beneficiaries of which include the director, his spouse or any of his children or a body corporate with which he is associated or the terms of which confer a power on the trustees that may be exercised for the benefit of the director, his spouse or any of his children or any such body corporate; or

(d) a person acting in his capacity as partner of that director or of any person who, by virtue of paragraph (a), (b) or (c) is connected with that director;

unless that person is also a director of the society.

(2) A director of a society is associated with a body corporate if he and his spouse, parent, brother, sister or child or a person acting in his capacity as trustee of any trust the beneficiaries of which include the director, his spouse or any of his children between them either—

(a) own at least one-fifth of that body's equity share capital within the meaning of the Companies Act, 1963 , or

(b) are entitled to exercise or control the exercise of more than one-fifth of the voting power of that body at any general meeting.

(3) In subsection (1)child” includes a step-child and “son”, “daughter” and “parent” shall be construed accordingly.

Disclosure by directors of interests in contracts.

53. —(1) It shall be the duty of a director of a building society who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the society to declare the nature of his interest at a meeting of the directors of the society.

(2) In a case of a proposed contract, the declaration shall be made—

(a) at the meeting of the directors at which the question of entering into the contract is first considered; or

(b) if the director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he becomes so interested.

(3) Where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the directors held after the director becomes so interested.

(4) If the contract is not one that will be considered at a meeting of the directors, the declaration shall be made as soon as may be.

(5) Subject to subsection (6), for the purposes of this section, a general notice given to the directors of a society by a director to the effect that—

(a) he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that company or firm; or

(b) he is to be regarded as interested in any contract which may after the date of the notice be made with a specified person who is connected with him,

shall be deemed to be sufficient declaration of interest in relation to any such contract.

(6) A notice under subsection (5) shall not be of effect unless either it is given at a meeting of the directors or the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

(7) A copy of every declaration made and notice given under this section shall, within 3 days (not including a Saturday, a Sunday or a public holiday) after being made or given, be entered in a register kept for the purpose and this register shall be open for inspection without charge by any officer, auditor or member of the society at the chief office of the society and shall be available at every general meeting of the society, and at any meeting of the directors if any director so requests in sufficient time to enable the register to be available at the meeting.

(8) The provisions of this section apply in relation to any transaction or arrangement as they apply to a contract and, for the purposes of this section, a transaction or arrangement of a kind described in section 57 made by a society for a director of the society or a person connected with such a director shall, if it would not otherwise be so treated (and whether or not prohibited by that section), be treated as a transaction or arrangement in which that director is interested.

(9) Nothing in this section shall affect the operation of any rule of law restricting directors of a society from having any interest in contracts with the society.

Contracts of employment of directors.

54. —(1) A building society shall not incorporate in any agreement a term to which this section applies unless the term is first approved by a resolution of the society in general meeting.

(2) This section applies to any term by which a director's employment with the society of which he is a director is to continue, or may be continued, otherwise than at the instance of the society, (whether under the original agreement or under a new agreement entered into in pursuance of the original agreement) for a period exceeding 5 years during which the employment—

(a) cannot be terminated by the society by notice, or

(b) can be so terminated only in specified circumstances.

(3) In any case where—

(a) a person is or is to be employed with a society under an agreement which cannot be terminated by the society by notice or can be so terminated only in specified circumstances, and

(b) more than 6 months before the expiration of the period for which he is or is to be so employed, the society enters into a further agreement (otherwise than in pursuance of a right conferred by or by virtue of the original agreement on the other party thereto) under which he is to be employed with the society,

subsection (2) shall apply as if to the period for which he is to be employed under that further agreement there were added a further period equal to the unexpired period of the original agreement.

(4) A resolution of a society approving a term to which this section applies shall not be passed at a general meeting of the society unless a written memorandum setting out the proposed agreement incorporating the term is available for inspection by members of the society both—

(a) at its chief office during the period of 15 days expiring on the date of the meeting, and

(b) at the meeting itself.

(5) A term incorporated in an agreement in contravention of this section shall to the extent that it contravenes this section be void and that agreement and, in a case where subsection (3) applies, the original agreement shall be deemed to contain a term entitling the society to terminate it at any time by the giving of reasonable notice.

(6) In this section, “employment” includes employment under a contract for services.

Inspection of directors' service contracts.

55. —(1) Subject to this section, a building society shall keep at its chief office a register containing—

(a) in the case of each director who has a contract of service with the society, a copy of that contract if in writing;

(b) in the case of each director whose contract of service with the society is not in writing, a written memorandum setting out the terms of that contract;

(c) in the case of a director who has a contract of service with a subsidiary of the society, a copy of that contract or, if it is not in writing, a written memorandum setting out its terms.

(2) Subsection (1) shall not apply in relation to a director's contract of service with the society or with a subsidiary of the society if that contract required him to work wholly or mainly outside the State, but the society shall keep at its chief office a memorandum—

(a) in the case of a contract of service with the society, setting out the name of the director and the provisions of the contract relating to its duration;

(b) in the case of a contract of service with a subsidiary of the society, setting out the name of the director, the name and place of incorporation of the subsidiary and the provisions of the contract relating to its duration.

(3) Every copy and memorandum required to be kept by subsections (1) and (2) shall, during business hours (subject to such reasonable restrictions as the society may in general meeting impose, so that not less than 2 hours in each day be allowed for inspection), be open to the inspection of any member of the society without charge.

(4) If default is made in complying with subsection (1) or (2) or if an inspection required under subsection (3) is refused, the society and every officer of the society who is in default shall be liable on summary conviction to a fine not exceeding £1,000, and, for continued contraventions, to a daily default fine not exceeding £50.

(5) Subsections (1) and (2) shall apply to a variation of a director's contract of service with a society and a contract of service with a subsidiary of a society as it applies to the contract.

(6) This section shall not require to be kept a copy of, or memorandum setting out the terms of, a contract or a copy of, or memorandum setting out the terms of, a variation of a contract at a time at which the unexpired portion of the term for which the contract is to be in force is less than 3 years or at a time at which the contract can, within the next ensuing 3 years, be terminated by the society without payment of compensation.

Substantial property transactions involving directors and connected persons.

56. —(1) A building society shall not enter into an arrangement—

(a) whereby a director of the society or a person connected with such a director acquires or is to acquire one or more non-cash assets of the requisite value from the society; or

(b) whereby the society acquires or is to acquire one or more non-cash assets of the requisite value from such a director or a person so connected;

unless the arrangement is first approved by a resolution of the society in general meeting.

(2) For the purposes of this section a non-cash asset is of the requisite value if at the time the arrangement in question is entered into its value is not less than £50,000 or, in the case of a society with reserves of less than £500,000, is not less than 10 per cent. of the reserves.

(3) In this section “non-cash asset” means any property or interest in property other than cash and for this purpose “cash” includes foreign currency; and a reference to the acquisition of a non-cash asset includes a reference to the creation or extinction of an estate or interest in, or a right over, any property and also a reference to the discharge of any person's liability other than a liability for a liquidated sum.

(4) An arrangement entered into by a society in contravention of this section and any transaction entered into in pursuance of the arrangement (whether by the society or any other person) shall be voidable at the instance of the society unless—

(a) restitution of any money or any other asset which is the subject matter of the arrangement or transaction is no longer possible or the society has been indemnified in pursuance of subsection (5) (b) by any other person for the loss or damage suffered by it;

(b) any rights acquired bona fide for value and without actual notice of the contravention by any person who is not a party to the arrangement or transaction would be affected by its avoidance; or

(c) the arrangement is, within a reasonable period, affirmed by the society in general meeting.

(5) Without prejudice to any liability imposed otherwise than by this subsection, but subject to subsection (6), where an arrangement is entered into with a society by a director of the society or a person connected with him in contravention of this section, that director and the person so connected, and any other director of the society who authorised the arrangement or any transaction entered into in pursuance of such an arrangement, shall (whether or not it has been avoided in pursuance of subsection (4)) be liable—

(a) to account to the society for any gain which he had made directly or indirectly by the arrangement or transaction; and

(b) jointly and severally with any other person liable under this subsection, to indemnify the society for any loss or damage resulting from the arrangement or transaction.

(6) Where an arrangement is entered into by a society and a person connected with a director of the society in contravention of this section, that director shall not be liable under subsection (5) if he shows that he took all reasonable steps to secure the society's compliance with this section and, in any case, a person so connected and any such other director as is mentioned in that subsection shall not be so liable if he shows that, at the time the arrangement was entered into, he did not know the relevant circumstances constituting the contravention.

Restrictions on loans etc. to directors and connected persons.

57. —(1) Subject to this section, a building society shall not—

(a) make a loan to a director or a person connected with a director of the society;

(b) dispose of property by way of lease or hire to a director or a person connected with a director of the society;

(c) make a payment on behalf of a director or a person connected with a director of the society in connection with the provision of any services under Part III ;

(d) enter into any guarantee or provide any security which is incidental to or connected with any such loan, disposal of property or payment; or

(e) take part in any arrangement whereby—

(i) another person enters into a transaction which if it had been entered into by the society would have contravened any of paragraphs (a) to (d), and

(ii) that other person, in pursuance of the arrangement, has obtained or is to obtain any benefit from the society or a subsidiary of the society.

(2) Subsection (1) (a) does not apply to—

(a) any loan the amount of which when aggregated with any other relevant loans does not exceed £2,500;

(b) any loan made in the ordinary course of the society's business, the amount of which is not greater, and the terms on which it is made are not more favourable, than it is reasonable to expect the society to have offered to a person of the same financial standing but not connected with the society;

(c) any loan, the amount of which, when aggregated with any other relevant loans, does not exceed £50,000 made for or towards the purchase or improvement of a house used or to be used as the director's only or main residence and provided that loans of that description and on similar terms are ordinarily made to employees of the society.

(3) Subsection (1) (b) does not apply to any lease or hiring of property—

(a) the value of which when aggregated with the value of any other relevant leases or hirings does not exceed £5,000;

(b) which is made in the ordinary course of the society's business and is on terms not more favourable than it is reasonable to expect the society to have offered to a person unconnected with the society.

(4) Subsection (1) (c) does not apply to any payment—

(a) amounting, when aggregated with any other relevant payments, to no more than £1,000 in respect of which the person on whose behalf it is made is under an obligation to reimburse the society within a period not exceeding 2 months beginning with the date of the payment; or

(b) of an amount not greater and on other terms not more favourable than it is reasonable to expect the society to have offered to a person of the same financial standing but not connected with the society.

(5) Subject to compliance with the requirements of subsection (6), subsection (1) does not preclude a society from doing anything to provide a director with funds to meet expenditure incurred or to be incurred by him for the purposes of the society or for the purpose of enabling him properly to perform his duties as a director of the society nor does it preclude the society from doing anything to enable a director to avoid incurring such expenditure.

(6) The following are the requirements referred to in subsection (5)

(a) the things must either be done with the prior approval of the society given at a general meeting at which the requisite matters are disclosed or be done on condition that, if the approval of the society is not so given at the next annual general meeting, the loan is to be repaid, or any other liability arising under the transaction is to be discharged, within 6 months from the conclusion of that meeting; and

(b) the amount provided, when aggregated with any other relevant provision of funds, does not exceed £10,000.

(7) The following are the requisite matters which must be disclosed for the purposes of subsection (6) above—

(a) the purpose of the expenditure incurred or to be incurred, or which would otherwise be incurred, by the director;

(b) the amount of the funds to be provided by the society; and

(c) the extent of the society's liability under any transaction which is or is connected with the thing in question.

(8) A transaction or arrangement falling within subsection (1) is, for the purposes of this Part, made for a person if—

(a) in the case of a loan, disposal or payment within paragraph (a), (b) or (c) of subsection (1), it is made, in the case of paragraph (a) or (b) to him or, in the case of paragraph (c), on his behalf;

(b) in the case of a guarantee or security within paragraph (d), it is made as an incident of or in connection with a loan or disposal to him or a payment on his behalf; or

(c) in the case of an arrangement within paragraph (e), the transaction to which the arrangement relates was made for him.

(9) In this section—

relevant”, in relation to a transaction of a description falling within paragraph (a), (b) or (c) of subsection (1), means an outstanding or, in the case of a lease or hiring, current transaction of that description (whether entered into by, or by arrangement with, the society), not being one authorised by any other authorising provision;

authorising provision” and “authorised”, in relation to a transaction of a description falling within paragraph (a), (b) or (c) of subsection (1), mean respectively any provision of subsection (2), (3) or (4) or constituted by subsection (5) and any transaction or thing done to which that paragraph does not apply or which is not precluded from being done by virtue of that provision;

outstanding”, in relation to loans, means outstanding in respect of any principal or interest and, in relation to the provision of funds subject to a condition for repayment or discharge of any other liability, means unpaid or undischarged to any extent;

provision of funds” includes anything else which, by virtue of subsection (5), a society is not precluded from doing by subsection (1).

Sanctions for breach of section 57 .

58. —(1) Where a building society enters into a transaction or arrangement contravening section 57 the transaction or arrangement shall be voidable at the instance of the society unless—

(a) restitution of any money or any other asset which is the subject matter of the arrangement or transaction is no longer possible, or the society has been indemnified in pursuance of subsection (2) (b) for the loss or damage suffered by it; or

(b) any rights acquired bona fide for value and without actual notice of the contravention by any person other than the person for whom the transaction or arrangement was made would be affected by its avoidance.

(2) Without prejudice to any liability imposed otherwise than by this subsection but subject to subsection (3), where a transaction or arrangement contravening section 57 is made by a society for a director of the society or a person connected with such a director that director and the person so connected and any other director of the society who authorised the transaction or arrangement (whether or not it has been avoided in pursuance of subsection (1) is liable—

(a) to account to the society for any gain which he has made directly or indirectly by the transaction or arrangement; and

(b) jointly and severally with any other person liable under this subsection, to indemnify the society for any loss or damage resulting from the transaction or arrangement.

(3) Where a transaction or arrangement contravening section 57 is entered into by a society and a person connected with a director of the society, that director shall not be liable under subsection (2) if he shows that he took all reasonable steps to secure the society's compliance with that section and, in any case, a person so connected and any such other director as is mentioned in subsection (2) shall not be liable if he shows that, at the time the transaction or arrangement was entered into, he did not know the circumstances constituting the contravention.

(4) An officer of a society who authorises or permits the society to enter into a transaction or arrangement knowing or having reasonable cause to believe that the society was thereby contravening section 57 shall be guilty of an offence.

(5) A society which enters into a transaction or arrangement contravening section 57 for one of its directors shall be guilty of an offence unless it shows that, at the time the transaction or arrangement was entered into, it did not know the circumstances constituting the contravention.

(6) A person who procures a society to enter into a transaction or arrangement knowing or having reasonable cause to believe that the society was thereby contravening section 57 shall be guilty of an offence.

Records of loans etc. falling within section 57 .

59. —(1) A building society shall maintain a register containing a copy of every subsisting transaction or arrangement (other than a transaction or arrangement excepted by subsection (6)) falling within section 57 (1) made for a director or a person connected with a director of the society during the current financial year or any of the preceding 10 financial years, but excluding years prior to 1989.

(2) In the case of a transaction or arrangement which is not in writing, there shall be kept in the register a written memorandum setting out its terms.

(3) A society shall make available for inspection by members—

(a) at its chief office during the period of 15 days expiring on the date of its annual general meeting, and

(b) at the annual general meeting,

a statement containing the requisite particulars of the transactions and arrangements falling within section 57 (1) which were included in the register under subsection (1) at any time during the last complete financial year preceding the meeting.

(4) Two copies of the statement required to be so made available to members shall be sent by the society to the Central Bank (together with the auditor's report as required by subsection (8)) not later than the date on which the statement is required to be first made available to members and the Bank shall keep one of them in the public file of the society.

(5) A copy of the latest statement required to be so made available shall also be sent by the society, on demand and on payment of a fee which may be specified by the Central Bank, to any member of the society.

(6) There are excepted from the obligations imposed by this section on a society with respect to a financial year all transactions or arrangements made or subsisting during that year for a person who was at any time during that year a director of the society or was connected with a director of the society if the aggregate of the values of each transaction or arrangement made for that person and of each agreement for such a transaction or arrangement, less the amount (if any) by which the value of those transactions or arrangements has been reduced, did not exceed £1,000 at any time during that year.

(7) The “requisite particulars” of a transactions or arrangement required by subsection (3) are such particulars of the terms of the transaction or arrangement, as may be specified from time to time by the Central Bank.

(8) It shall be the duty of the auditors of a society to examine the statement required under subsection (3) before it is made available to the members of the society and to make a report to the members on the statement; and the report shall be annexed to the statement before it is made available.

(9) A report under subsection (8) shall state whether in the opinion of the auditors the statement contains the particulars required under subsection (7) and, where their opinion is that it does not, they shall include in the report, so far as they are reasonably able to do so, a statement giving the required particulars.

Record and disclosure of certain business.

60. —(1) Where, at anytime during a financial year of a building society, a person both is an officer of a society and is, or is a director of or a partner in, a business associate of the society, this section shall apply as respects that year to the society in relation to the relevant service provided to the society by the business associate.

(2) A person is a “business associate” of a society in any financial year of the society if that person—

(a) carries on a business which consists of or includes the provision of relevant services,

(b) provides relevant services during that year to the society, and

(c) is not a subsidiary of the society.

(3) Subject to this section, a society shall maintain at its chief office a register containing the particulars required by subsection (4) in relation to every business associate of the society.

(4) The particulars referred to in subsection (3) are the aggregate amount of fees paid to the business associate by the society or on its behalf in respect of each of the relevant services in the last complete financial year and each of the 5 financial years preceding that year but excluding years prior to the year 1989.

(5) The following are “relevant services” for the purposes of this section—

(a) conveyancing services,

(b) surveying and valuing land or other property,

(c) arranging for the provision of insurance against loss of or damage to property or on human life,

(d) advertising or public relations services, and

(e) any other services as may be specified as relevant services by the Central Bank from time to time.

(6) Where a business associate of a society provides the society with services which are relevant services by virtue of subsection (5), any administrative services provided to the society by the business associate are also relevant services.

(7) No particulars of the business of a business associate of a society need be kept in the register provided for by subsection (3) as respects any financial year of the society in which the volume of the business of which the particulars referred to in subsection (3) are required did not exceed £5,000 or such other sum as may be specified from time to time by the Central Bank.

(8) A society shall make available for inspection by members at its chief office during the period of 15 days expiring on the date of its annual general meeting and at the annual general meeting, a statement containing the particulars required to be kept in the register as respects the last complete financial year preceding the meeting.

(9) Two copies of the statement required to be so made available to members shall be sent by the society to the Central Bank not later than the date on which the statement is required to be first made available to members and the Bank shall keep one of them in the public file of the society.

(10) A copy of the statement required to be so made available shall also be sent, on demand and on payment of such fee as may be specified by the Central Bank, to any member of the society.

Particulars of directors' salaries etc. to be given in accounts.

61. —Section 191 of the Act of 1963 shall, subject to any necessary modifications, apply as if the society were a company.

Prohibition of tax-free payments.

62. —(1) It shall not be lawful for a society to pay a director remuneration (whether as director or otherwise) free of income tax or otherwise calculated by reference to or varying with the amount of his income tax or to or with the rate of income tax.

(2) Any provision in a society's rules or in any contract or in any resolution of a society or a society's directors, for payment to a director of remuneration as in subsection (1) shall have effect as if it provided for payment, as a gross sum subject to income tax, of the net sum for which it actually provides.

(3) In this section “remuneration” includes emoluments within the meaning of section 191 of the Act of 1963.

Directors' names on business letters.

63. —(1) A society shall in all business letters on or in which the society's name appears and which are sent by the society to any person state in legible characters in relation to every director his present surname together with his present forename (or the initials of that forename) and any former names.

(2) If special circumstances exist which render it in the opinion of the Central Bank expedient that such an exemption should be granted, the Bank may, subject to such conditions as it may think fit, grant exemption from the obligations imposed by this section.

Disqualification of certain persons from acting as directors or auditors of or managing building societies.

64. —(1) A person who has been adjudicated bankrupt and whose bankruptcy still subsists or who has been convicted of an indictable offence in relation to a building society or involving fraud or dishonesty or against whom a disqualification order has been made shall not be qualified to be appointed or act as an officer, auditor, receiver, liquidator or to be in any way, whether directly or indirectly, concerned with or to take part in the promotion, formation, direction or management of a society.

(2) (a) Where the court is satisfied in any proceedings or as a result of an application under this section that—

(i) a person has been guilty, while a promoter, officer, auditor, receiver or liquidator of a society, of any fraud in relation to the society, its members or creditors; or

(ii) a person has been guilty, while a promoter, officer, auditor, receiver or liquidator of a society of any breach of his duty as such promoter, officer, auditor, receiver or liquidator; or

(iii) the conduct of any person as promoter, officer, auditor, receiver or liquidator of a society makes him unfit to be concerned in the management of a society; or

(iv) in consequence of a report of inspectors appointed by the Central Bank under this Act the conduct of any person makes him unfit to be concerned in the management of a society; or

(v) a person has been persistently in default in relation to the relevant requirements;

the court may, of its own motion, or as a result of the application, make a disqualification order against such a person for such period as it sees fit.

(b) In paragraph (a)the court” means the High Court except in relation to a disqualification order made by a court of its own motion under paragraph (a) (i), (ii), (iii), or (v) in which case it includes any court.

(3) (a) For the purposes of subsection (2) (a) (v) the fact that a person has been persistently in default in relation to the relevant requirements may (without prejudice to its proof in any other manner) be conclusively proved by showing that in the 5 years ending with the date of the application he had been adjudged guilty (whether or not on the same occasion) of 3 or more defaults in relation to those requirements.

(b) A person shall be adjudged guilty of a default in relation to a relevant requirement for the purposes of this subsection if he is convicted of any offence consisting of a contravention of a relevant requirement.

(4) In this section “disqualification order” means an order made under subsection (2) or section 184 of the Act of 1963.

(5) An application under subsection (2) may be made by the Director of Public Prosecutions or the Central Bank.

(6) An application under paragraph (a) (i), (ii) or (iii) of subsection (2) may be made by any member, officer, auditor, receiver, liquidator or creditor of any society in relation to which the person who is the subject of the application—

(a) has been or is acting or is proposing to or being proposed to act as officer, auditor, receiver or liquidator, or

(b) has been or is concerned or taking part, or is proposing to be concerned or take part, in the promotion, formation, direction or management of a society,

and where the application is made by a member or creditor of the society, the Court may require security for all or some of the costs of the application.

(7) Where it is intended to make an application under subsection (2) in respect of any person, the applicant shall give not less than 10 days' notice of his intention to that person.

(8) Any person who is disqualified by virtue of this section may apply to the Court for relief, either in whole or in part, from that disqualification and the Court may, if it deems it just and equitable to do so, grant such relief on whatever terms and conditions it sees fit.

(9) A disqualification order may be made on grounds which are or include matters other than criminal convictions notwithstanding that the person in respect of whom the order is to be made may be criminally liable in respect of those matters.

(10) Whenever a person holding an office in a society becomes ineligible by virtue of this section to hold office, he shall forthwith cease to hold that office and the vacancy shall be deemed to be a casual vacancy and may be filled in the manner provided for such a vacancy in the rules of the society.

(11) A person who is disqualified by virtue of subsection (1) from holding any position in relation to a society and permits his name to be put forward for election or appointment to that position shall be guilty of an offence.

(12) Any person who in relation to any society, acts in a manner or capacity which, by virtue of being disqualified under subsection (1), he is prohibited from doing shall be guilty of an offence.

(13) In this section “relevant requirement” means any provision of this Act which requires or required any return, account or other document to be given or sent to, or notice of any matter to be given to the Central Bank.

Register of members.

65. —(1) Every building society shall keep a register of the names and addresses of its members.

(2) The register shall be kept at the chief office of the society or, with the consent in writing of the Central Bank, at one or more offices of the society other than its chief office.

(3) Every society having more than 50 members shall, unless the register is in such a form as to constitute an index, keep an index of the names of the members of the society and shall, within 14 days after the date on which any alteration is made in the register of members, make any necessary alteration in the index, and the index shall at all times be kept at the same place as the register of members.

(4) (a) A member of a society may, for the purpose of communicating with other members on a subject relating to its affairs, request the board of directors of the society to transmit to those other members such information as he requests and where the board, having regard to the interests of members as a whole and to any other relevant circumstances, is satisfied that the request is made in good faith, it shall comply with the request.

(b) Where the society complies with a request under paragraph (a) the applicant shall be liable for any costs incurred by the society in complying with the request and the society may require the applicant to give security for payment of costs.

(5) In the event of the refusal of a society to comply with a request under subsection (4), it shall notify the member who made the request of the grounds for such refusal and the member may refer the refusal to the Central Bank.

(6) A decision on a request under subsection (4) shall be notified to the member who made the request within a period of one month after the day on which the request is received by the society.

(7) Where an applicant makes a reference to the Central Bank under subsection (5), the Bank may, as it thinks proper, having heard any representations made by the society, direct the society to comply with the request subject to such limitations or conditions (including conditions relating to the nature of the information to be given, and to arrangements for payment of costs) as the Bank may think fit.

(8) At any time when a society has had its authorisation revoked under section 40 any 10 members of the society shall have the right to obtain from the register kept under subsection (1) the names and addresses of members of the society for the purpose of communicating with them on a subject relating to the affairs of the society.

Register of directors, etc.

66. —(1) Every building society shall keep at its chief office or, with the consent in writing of the Central Bank, at one or more of the offices of the society other than its chief office a register containing the following particulars relating to each director, the chief executive and the secretary of the society—

(a) his present surname and forenames and any former names and, in the case of a person known by a title different from his “surname”, that title;

(b) his usual residential address;

(c) his place and date of birth;

(d) his nationality;

(e) in the case of a director, his business occupation (if any); and

(f) particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by him or which have been held by him within the preceding 5 years.

(2) (a) A society shall within the appropriate period referred to in paragraph (b), send to the Central Bank a return in such form as it may require of the particulars contained in a register under this section and a notification of any change in the register, together with the date of such change.

(b) The periods mentioned in paragraph (a) are—

(i) in the case of the return, 14 days from the commencement of this section where a society is incorporated before such commencement, and 14 days from the date of appointment of the first directors where a society is incorporated after such commencement; and

(ii) in the case of a change, 14 days from the change.

(3) Any member of a society or any other person may require a copy of the register, or of any part thereof on payment of such fee as the Central Bank may fix, and the society shall cause any copy so required to be sent to the person within a period of 10 days after the day on which the request for the copy is received by the society.

(4) A register under this section shall be open to inspection by any member free of charge, and by any other person on payment of such fee as the Central Bank may fix, subject to such reasonable restrictions as the society concerned may impose at a general meeting, but so that not less than 2 hours in each business day be allowed for inspection.