{"id":27428,"date":"2023-09-16T20:49:57","date_gmt":"2023-09-16T20:49:57","guid":{"rendered":"https:\/\/legalblog.ie\/?p=27428"},"modified":"2024-01-10T23:04:53","modified_gmt":"2024-01-10T23:04:53","slug":"industrial-provident","status":"publish","type":"post","link":"https:\/\/legalblog.ie\/industrial-provident\/","title":{"rendered":"Industrial &#038; Provident"},"content":{"rendered":"<div id=\"ez-toc-container\" class=\"ez-toc-v2_0_63 counter-hierarchy ez-toc-counter ez-toc-grey ez-toc-container-direction\">\n<div class=\"ez-toc-title-container\">\n<p class=\"ez-toc-title \" >Table of Contents<\/p>\n<span class=\"ez-toc-title-toggle\"><a href=\"#\" class=\"ez-toc-pull-right ez-toc-btn ez-toc-btn-xs ez-toc-btn-default ez-toc-toggle\" aria-label=\"Toggle Table of Content\"><span class=\"ez-toc-js-icon-con\"><span class=\"\"><span class=\"eztoc-hide\" style=\"display:none;\">Toggle<\/span><span class=\"ez-toc-icon-toggle-span\"><svg style=\"fill: #999;color:#999\" xmlns=\"http:\/\/www.w3.org\/2000\/svg\" class=\"list-377408\" width=\"20px\" height=\"20px\" viewBox=\"0 0 24 24\" fill=\"none\"><path d=\"M6 6H4v2h2V6zm14 0H8v2h12V6zM4 11h2v2H4v-2zm16 0H8v2h12v-2zM4 16h2v2H4v-2zm16 0H8v2h12v-2z\" fill=\"currentColor\"><\/path><\/svg><svg style=\"fill: #999;color:#999\" class=\"arrow-unsorted-368013\" xmlns=\"http:\/\/www.w3.org\/2000\/svg\" width=\"10px\" height=\"10px\" viewBox=\"0 0 24 24\" version=\"1.2\" baseProfile=\"tiny\"><path d=\"M18.2 9.3l-6.2-6.3-6.2 6.3c-.2.2-.3.4-.3.7s.1.5.3.7c.2.2.4.3.7.3h11c.3 0 .5-.1.7-.3.2-.2.3-.5.3-.7s-.1-.5-.3-.7zM5.8 14.7l6.2 6.3 6.2-6.3c.2-.2.3-.5.3-.7s-.1-.5-.3-.7c-.2-.2-.4-.3-.7-.3h-11c-.3 0-.5.1-.7.3-.2.2-.3.5-.3.7s.1.5.3.7z\"\/><\/svg><\/span><\/span><\/span><\/a><\/span><\/div>\n<nav><ul class='ez-toc-list ez-toc-list-level-1 ' ><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-1\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Industrial_and_Provident_Societies\" title=\"Industrial and Provident Societies\">Industrial and Provident Societies<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-2\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Registration\" title=\"Registration\">Registration<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-3\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Rules_of_Society\" title=\"Rules of Society\">Rules of Society<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-4\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Amending_Rules\" title=\"Amending Rules\">Amending Rules<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-5\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Name\" title=\"Name\">Name<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-6\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Registered_Office\" title=\"Registered Office\">Registered Office<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-7\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Shares\" title=\"Shares\">Shares<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-8\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Management\" title=\"Management\">Management<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-9\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Officers\" title=\"Officers\">Officers<\/a><\/li><li class='ez-toc-page-1 ez-toc-heading-level-3'><a class=\"ez-toc-link ez-toc-heading-10\" href=\"https:\/\/legalblog.ie\/industrial-provident\/#Rights_of_Members\" title=\"Rights of Members\">Rights of Members<\/a><\/li><\/ul><\/nav><\/div>\n<h3><span class=\"ez-toc-section\" id=\"Industrial_and_Provident_Societies\"><\/span>Industrial and Provident Societies<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>The principal legislation for industrial and provident societies is the Industrial and Provident Societies Act 1893.\u00a0 The entities are body corporates with separate legal identities.\u00a0 They have a separate legal liability from their members, which is accordingly limited.<\/p>\n<p>Industrial and provident societies are registered by the Registrar of Friendly Societies.\u00a0 Certain returns and documents must be lodged with the registrar.\u00a0 These include applications to register and form societies, amendments, annual returns, special resolutions, change of name, transfer of engagements, appointment of receivers, dissolutions instruments, winding up resolutions and other documents.<\/p>\n<p>The forms of return are prescribed by the registrar. The registry is open to inspection.\u00a0 Copies may be obtained.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Registration\"><\/span>Registration<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>The society can be registered for the carrying out of any business, industry or trade specified by its rules.\u00a0 It may be wholesale trade or services.\u00a0 There are special provisions applicable to societies which carry on banking.<\/p>\n<p>A Society may not be registered unless it is shown to the satisfaction of the registrar that it is a bona fide incorporated society.\u00a0 It must be shown that the activity is intended to be conducted mainly for the benefit or the purpose of improving the living conditions and promoting the well-being of members of particular groups or communities.\u00a0 It must be shown that there are good reasons to register under this legislation as opposed to as a company.<\/p>\n<p>A cooperate society does not include a society which carries on business with the objective of making profits, mainly for the purpose of dividends, bonus on interest on monies invested or deposited with the society.<\/p>\n<p>The society must have at least seven members.\u00a0 It may comprise of other registered societies or it is that there must be at least two.<\/p>\n<p>A society may not be registered with a name which the registrar considers to be undesirable.\u00a0 The word limited must be in name of every society unless the registrar is satisfied that it is established for purposes which are wholly charitable or benevolent.<\/p>\n<p>The application to register must be signed by seven members and the secretary.\u00a0 Printed copy of the rules must be sent to the registrar.<\/p>\n<p>Upon registration the society becomes a body corporate with its own legal identity. Upon being satisfied that the society has complied with the statutory provisions for registration the registrar issues an acknowledgment.\u00a0 This is conclusive evidence of the existence of the society.\u00a0 The registration may be suspended or cancelled. If the registrar refuses to register other than on certain grounds there is an appeal to the High Court.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Rules_of_Society\"><\/span>Rules of Society<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>Certain provisions are required in the rules.\u00a0 Other provisions may be adopted to avoid the statutory default applying.<\/p>\n<p>Rules for the protection of the society may be invalid if they impose an unnecessary restraint of trade that&#8217;s not reasonably necessary for the purpose.\u00a0 The registration of the society does not prove that the rules did not offend the restraint of trade doctrine or competition law.<\/p>\n<p>There are certain mandatory rules which must be provided.\u00a0 They include<\/p>\n<ul>\n<li>Applicant&#8217;s name and registered office.<\/li>\n<li>Terms of admission of members including conditions for investing funds.<\/li>\n<li>Holding in meetings and voting rights.<\/li>\n<li>Manners of changing rules<\/li>\n<li>Appointment on removal of committee of management<\/li>\n<li>Appointment and removal of managers and officers and the respective.<\/li>\n<li>Powers and remuneration of officers and managers<\/li>\n<li>Determination of interest on shares<\/li>\n<li>Determination whether shares are transferrable and form of transfer and registration.<\/li>\n<li>Provisions regarding withdrawal from membership provision for appropriation of profits<\/li>\n<li>Determination of an investment of capital<\/li>\n<li>Inspection of societies&#8217; books<\/li>\n<li>Use of the society sales.<\/li>\n<li>Investment of capital<\/li>\n<li>Inspection of societies&#8217; books by registrar<\/li>\n<li>Appointment of inspector<\/li>\n<li>Voluntary dissolution<\/li>\n<li>Delivery of demand of corporate rules<\/li>\n<li>Annual audit of accounts<\/li>\n<li>Appointment and removal of auditor<\/li>\n<li>Making of annual returns<\/li>\n<li>Inspection of books and accounts by members<\/li>\n<li>Some model sets of rules have been published.<\/li>\n<\/ul>\n<p>The rules of the registered society are binding as between all members.\u00a0 They are deemed to have the same effects as if each person had subscribed to an agreement executed as a deed.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Amending_Rules\"><\/span>Amending Rules<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>There is no statutory mechanism for amending the rules.\u00a0 The rules themselves usually provide for their amendment.\u00a0 It appears that the amendments must be broadly withing the scope of the original rules such as were in the contemplation of the original rules on incorporation.<\/p>\n<p>It is not enough to pass the meeting resolution at a general meeting.\u00a0 The amendments must be made in good faith for the benefit of the members as a whole.\u00a0 It must not be aimed at or penalise existing members.\u00a0 It must not be contrary to existing rights and not be inconsistent with the nature of the society itself.<\/p>\n<p>The amendment must be registered with the registry. \u00a0 An application to register an amendment must be made by the secretary and supported by a statutory declaration showing the amendment.\u00a0 The copies of the new rules must be filed.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Name\"><\/span>Name<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>A register society can change its name by resolution at general meeting.\u00a0 This does not affect the underlying entity. The same principles that apply to the original name, apply to a change of name.<\/p>\n<p>The Friendly Society must display same at every office or place where it carries on business.\u00a0 Its name must also appear on business letters, bills of exchange promissory notes advertisements, cheques and orders for money or goods purporting to be signed on behalf of the society.\u00a0 It must be used on invoices, receipts, letters of credit in respect of the society. Failure to do the above is an offence subject to summary prosecution.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Registered_Office\"><\/span>Registered Office<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>Every registered society must have a registered office.\u00a0 Any changes must be registered with the registrar.<\/p>\n<p>Communications and notices are sent to the registered office.\u00a0 Copies of the balance sheet in order to report must be retained there together with certain statements. The register of members and officers must be retained there.\u00a0 Certain summons against the society may be served at the registered office.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Shares\"><\/span>Shares<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>The rules may make provision for shares, numbers of shares, their withdraw ability and transferability.\u00a0 In the case of certain type of societies, there are statutory limitations on the value of shares which an individual may hold or withdraw.<\/p>\n<p>A share may entitle a member to withdraw a value from the society.\u00a0 \u00a0The terms of withdrawal would be specified by the rules.<\/p>\n<p>The rules provide for issue of shares.\u00a0 This may include provision for instalment costs, payment of balance et cetera. The rules may provide for classes of shares.\u00a0 There may be preferred or deferred shares.\u00a0 Rules may have special rights attaching.<\/p>\n<p>There need not be share certificates.\u00a0 Sometimes they may be provided.<\/p>\n<p>The ability of a society to borrow depends on its rule.\u00a0 There is no provision for registration of charges with the registrar.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Management\"><\/span>Management<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>The rules must provide for the appointment of a committee of management or equivalent officers.\u00a0 Their powers and remuneration must be provided for.\u00a0 There must be a secretary. Provision may be made for officers or equivalent as may be desired.<\/p>\n<p>It is not necessary to notify the registrar of appointments.\u00a0 Particulars must be kept on registers kept at the registered office.\u00a0 The annual return must contain details of members of the committee, and persons in charge of money.<\/p>\n<p>The committee of management has functions laid down by statutes and byelaws.\u00a0 In certain cases, an offence is committed by the society and may be deemed to be committed by members of the management committee.<\/p>\n<p>Where, as will commonly would be the case, the control of the business and affairs of the society is vested in the committee of management. The members in general meeting cannot exercise that authority.\u00a0 It is likely that same broad principles applicable to boards of directors in the context of companies will apply.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Officers\"><\/span>Officers<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>Officers of societies who have received or are in charge of money may be required by the rules to give security for the due execution of their office.\u00a0 This may be required by way of bonds from an insurer.<\/p>\n<p>An officer of the society who has received or in charge of money may be required to render account of monies paid and received.\u00a0 If he fails to do so the society may take action or enforce the bond or security he may have given.<\/p>\n<p>The mechanism for resignation and removal of an officer must be provided by the rules.\u00a0 Officers may resign.<\/p>\n<p>The rules of the society will provide for rights of members.\u00a0 A registered society must keep a register of members with their names and addresses, statements of shares held, amounts paid or agreed to be paid in consideration, statements relating to loans, deposits held by each, date of entry as a member and date of cessation.<\/p>\n<p>A register of officers must be kept with the name and address of officers and the dates on which they assumed and ceased office. The register may be kept in the form of a bound book or other written forms.<\/p>\n<p>The registrar or persons authorised by him may inspect any details in the register at all reasonable hour. The registers are presumptive evidence of certain of the information contained in it.<\/p>\n<h3><span class=\"ez-toc-section\" id=\"Rights_of_Members\"><\/span>Rights of Members<span class=\"ez-toc-section-end\"><\/span><\/h3>\n<p>Members have individual rights set out in the rule.\u00a0 They may not be changed by amendment.\u00a0 They include rights to demand a copy of the rules, rights to inspect one&#8217;s accounts, rights to inspect the books of account, rights to see the annual return, rights to have certain disputes determined under the rule by the nominated persons, who takes his or her shares after death.<\/p>\n<p>Other rights belong to the members collectively. The members collectively may apply to appoint an accountant to examine the society&#8217;s books.\u00a0 They may apply to the chief registrar to appoint an inspector to permit enquiry into the society&#8217;s affairs.\u00a0 They may require him to call a special \u00a0meeting of the society.\u00a0 Collectively they may execute or administer the dissolution and winding up of the society.<\/p>\n<p>Members are only liable for the liabilities of the society to the extent that monies unpaid in the shares while a member owe within one year. Their liability to subscribe shares or capitals cannot be increased by amendment of the rule.<\/p>\n<!--themify_builder_content-->\n<div id=\"themify_builder_content-27428\" data-postid=\"27428\" class=\"themify_builder_content themify_builder_content-27428 themify_builder tf_clear\">\n    <\/div>\n<!--\/themify_builder_content-->\n","protected":false},"excerpt":{"rendered":"<p>Industrial and Provident Societies The principal legislation for industrial and provident societies is the Industrial and Provident Societies Act 1893.\u00a0 The entities are body corporates with separate legal identities.\u00a0 They have a separate legal liability from their members, which is accordingly limited. Industrial and provident societies are registered by the Registrar of Friendly Societies.\u00a0 Certain [&hellip;]<\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"_exactmetrics_skip_tracking":false,"_exactmetrics_sitenote_active":false,"_exactmetrics_sitenote_note":"","_exactmetrics_sitenote_category":0,"footnotes":""},"categories":[373],"tags":[],"_links":{"self":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/27428"}],"collection":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/comments?post=27428"}],"version-history":[{"count":10,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/27428\/revisions"}],"predecessor-version":[{"id":30584,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/posts\/27428\/revisions\/30584"}],"wp:attachment":[{"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/media?parent=27428"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/categories?post=27428"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/legalblog.ie\/wp-json\/wp\/v2\/tags?post=27428"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}