The rules of a registered Industrial and Provident Society provide for the manner of holding of General Meeting. Unlike company’s legislation, which is no specific requirement for meetings to be held at a particular interval. However, the requirement to report and account to members implies an obligation to hold a meeting. This should be annual in accordance with the accounting sequence.
Rules will generally provide for the holding of Special General Meetings. They may usually be called by a certain number of members. There is provision for the Registrar to compel a meeting to be called in default.
Rules will provide for procedure at meetings. They should provide for giving of notice, a quorum, adjournments etc. The rules will generally provide that meetings may make regulations in relation to a variety of matters, authorise certain actions, require officers to account for monies and assets, pass resolutions changing name and undertaking certain key corporate changes and actions.
The rules must provide for voting at meeting. They may generally provide for proxy voting and the conditions under which a proxy is valid.
A special resolution is required for certain key matters. Legislation requires this for amalgamations and transfers, conversion into a company and certain other key corporate actions. A three quarters majority is required by statute in respect of specific items and may be required by the rules in other cases.
Contracts made or entered on behalf of the Society in accordance with law are binding. The Society will act through agents in the same way as a company. Where a contract is required by law to be under seal, it must be entered under the common seal of the Society.
In the absence of the rules providing otherwise, a Society may purchase, hold and lease land or buildings. A buyer, mortgagee, tenant etc. is not bound to examine the authority of the Society in this regard.
There is special provision under the Industrial and Provident Societies legislation for the releases of mortgage by short form endorsement.
A registered Society must provide rules in relation to the manner in which its capital may be invested. If the rules do not provide otherwise, investments may be made in securities in which trustees are authorised to invest such as certain bonds, securities, debentures and other stock authorised by the Act of parliament or local authority, shares in other societies, building societies or companies.
Rules may provide for advances to members if the company carries on a banking business. This is now severely restricted by the 1978 legislation.
The profits of the Society may be appropriated in accordance with the rules. Where the purposes are improve the well-being and conditions of the members, the appropriation must be consistent with those purposes. The Registrar requires the rate of interest to be limited by the rules to a rate which approximates to the minimum necessary to obtain the capital required to carry out the objects of the Society.
Where Society is registered – as a co-op, the rules are similarly required to limit the interest payable on capital. Provision may be made for the further distribution of profits amongst members.
The legislation allows for nomination of shares etc. in a registered Society by a deceased subject to financial limitation. This bypasses the general requirement for a grant of probate. A lifetime nomination may be made and registered with the Society. The Society must keep a register of nominations.
Assets which may be nominated include, shares, loans and deposits. Sums due to the nominated party are payable on death. The nominee must not be an officer of the Society unless he is one of a number of close relatives.
The nomination may be revoked and varied from time-to-time. Marriage terminates the nominations. Where the nominee is under 16, the Society may pay that sum to a parent or nominated guardian.
A registered Society must provide in its rules for accounts and for the annual audit. The auditor has rights of access to all books and accounts. He must examine the books and report on them to the Society. It is an offence to fail to submit accounts.
Every registered Society must publish its balance sheet together with auditor’s report. This must be displayed in a conspicuous place at its registered office. This must be required by the rules and failure to do so is an offence.
The rules of a registered Society must make provision for an annual return of income and expenditure, funds and assets together with copies of a balance sheet and auditor’s report. The form of annual return is prescribed. The reporting date is with reference to the balance sheet date and audit.
A registered Society must supply a copy of the return to members copies or to other persons interested in that Society’s funds, free of charge. Failure to do so is an offence.
If a receiver or manager is appointed over the assets of the Society, he must notify the same to the registrar within one month. Periodic returns are required from every receiver or manager.
Any person having an interest in the funds of the Society must be allowed to inspect his own account or books containing names of members. The member or person acting on his behalf may inspect the register of members, officers and other books.
He is entitled to inspect the register of members and officers. Failure to facilitate the same is an offence. The inspection must be made at reasonable hours at the registered office or in places where the books containing the names of members are kept.
The registrar may acting as he thinks fits on the application of 10 members who must be members not less than 12 months appoint an accountant or actuary to inspect the books and report on them. The applicants must deposit an amount with the registrar as security in such sum as is determined.
The registrar may appoint inspectors to investigate the affairs of a Society. The application must be supported by evidence showing a good reason requiring the inspection. It must be undertaken in good faith.
The application for appointment of an inspector may be made on the application of one-tenth of members or 100 persons members if the membership exceeds 1000. The registrar may require security for cost.
An inspector may require production of documents, accounts and books. He may examine officers, members, agents and employees on oath. The inspector makes a report to the chief registrar.
The expenses of the report must be defrayed by the members applying for it or out of the funds of the Society or by the members or officers in such proportions as the chief registrar directs.
A registered Society need not make provision for settlement of disputes in its rule. It may make such provision for determination of dispute and commonly does. A decision made in accordance with the rules is binding and conclusive on parties without an appeal. An application can be made to the Circuit Court to enforce the determination.
Rules may provide that disputes are referred to arbitration. They may be appointed in the manner selected or by court. The courts have jurisdiction if the dispute is not determined by the rules.
Parties to a dispute may by consent refer the matter to the registrar. The registrar or a person nominated by him may hear the dispute.
Monies payable by members to the Society are recoverable as a debt due in ordinary debt collection proceedings. A Society has a lien its shares for amounts due to it. They may be set-off against sums due by it to the members.
A Industrial and Provident Society may sue and be sued in its name. Proceedings are governed by the ordinary rules of court.
There are a number of statutory offences created by the legislation. Failure to give any notice or return required by a Society officer or member under the Acts is an offence. It is an offence to wilfully neglect or refuse to do an act or furnish information required by the acts by the registrar. It is an offence to make a return or wilfully furnish information that is false or insufficient.
Any person who by false representation obtains possession of any assets of the Society or withholds or misapplies them or wilfully applies any part other than for the purpose is guilty of an offence subject to summary conviction. He may be ordered to deliver up the property or asset.
A Society may pass a special resolution for an amalgamation with another registered Society or company or for the transfer of its engagements to same. There is provision for transfer of engagements or amalgamation under the legislation by operation of law. Assets may vest in the amalgamated Society automatically. There are similar provisions in respect of the transfer of engagements.
A registered Society may be dissolved under the Companies Acts. The consent of three quarters of the members testified by instrument of dissolution is required. There is provision for solvent and insolvent winding up depending on the financial position of the Society. In the case of an insolvent winding up the winding up may be initiated by the order of court or may proceed as a creditor’s voluntary liquidation.
That is provision for winding up through an instrument of dissolution. This is an alternative to a winding up under the Companies Act. The instrument of dissolution must set out assets and liabilities. It must set out the nature of parties’ interest and claims of creditors. It must contain a list of members who have not signed it. It must be filed with the registrar.
The registrar may register the instrument of dissolution once he has received the annual return covering the relevant period. The registration of the instrument is binding on all members. A member who has not voted in favour of it, within three months of the date of advertisement of the dissolution, may take court proceedings to set aside the dissolution.
In the absence of proceedings, the dissolution takes place from the date of advertising of dissolution. The secretary or the assistant must certify that all assets have been duly conveyed and transferred to the person entitled.