Building Societies Act , 1976

PART I Preliminary and General

1 Short title.

1.—This Act may be cited as the Building Societies Act, 1976.

2 Interpretation.

2.—(1) In this Act—

“Act of 1954” means the Arbitration Act, 1954;

“Act of 1963” means the Companies Act, 1963;

“Act of 1971” means the Central Bank Act, 1971;

“alteration”, in relation to the rules of a society, includes any addition to the rules and also includes the rescission of all or any of the rules, whether with or without the substitution of one or more than one rule for any rules rescinded, and cognate words shall be construed accordingly;

“bank” means the holder of a licence under section 9 of the Act of 1971;

“board of directors”, in relation to a society managed by a committee of management, means that committee;

“Central Bank” means the Central Bank of Ireland;

“commission” includes any gift, bonus, fee, payment or other benefit;

“Court” means the High Court, except where the context otherwise requires;

“director” includes a member of a committee of management and any other person occupying the position of director, by whatever name called;

“member”, in relation to a society, has the meaning assigned to it by section 17;

“member of the family”, in relation to a person, means the spouse, son, daughter, step-son, step-daughter, adopted son or adopted daughter of that person;

“Minister” means the Minister for Local Government;

“mortgage” includes charge;

“officer”, in relation to a society, includes a director, chief executive or secretary, and in Part V also includes an auditor;

“prescribed” means prescribed by regulations made under this Act;

“Registrar” has the meaning assigned to it by section 85;

“society” means a building society established under this Act for the purpose of raising, in accordance with this Act, funds (by the subscriptions of the members, the acceptance of deposits and loans) for making loans to members on security by the mortgage of freehold or leasehold estate or interest;

“solicit deposits or subscriptions for shares” includes publish or display any matter soliciting deposits or subscriptions for shares whether by notice, circular, photograph, film, sound broadcasting, television, personal canvassing or otherwise;

“special resolution” has the meaning assigned to it by section 56.

(2) In this Act a reference to a Part or section is to a Part or section of this Act, unless it is indicated that reference to some other enactment is intended.

(3) In this Act a reference to a subsection, paragraph or subparagraph is to the subsection, paragraph or subparagraph of the provision in which the reference occurs, unless it is indicated that reference to some other provision is intended.

3 Commencement.

3.—This Act shall come into operation on such day or days as may be fixed by order or orders of the Minister, either generally or with reference to a particular purpose or provision, and different days may be fixed for different purposes and different provisions of this Act.

4 Service of notices.

4.—Where notice is required by this Act to be served on a person, it shall, unless otherwise specified in this Act, be addressed to him and shall be served on or given to him in one of the following ways—

(a) where it is addressed to him by name, by delivering it to him;

(b) by leaving it at the address at which he ordinarily resides or, in a case in which an address for service has been furnished, at that address;

(c) by sending it by ordinary prepaid post addressed to him at the address at which he ordinarily resides or, in a case in which an address for service has been furnished, at that address.

5 Regulations.

5.—(1) (a) Subject to paragraph (b), the Minister may make regulations prescribing any matter or thing referred to in this Act as prescribed or to be prescribed.

(b) For the purposes of Part IV, the Minister for Finance may make regulations prescribing any matter or thing referred to in that Part as prescribed or to be prescribed.

(2) Regulations under this Act may apply either generally or by reference to a specified class or classes of societies, loans, rules or such other matters as the Minister making the regulations may consider appropriate.

(3) Without prejudice to any other power conferred by this Act, regulations thereunder may contain such incidental, consequential, transitional or supplementary provisions as may appear to the Minister making the regulations to be necessary or proper for any purpose of this Act or in consequence of, or to give full effect to, any provision of this Act.

(4) Every regulation made under this Act (other than a regulation under section 76) shall be laid before each House of the Oireachtas as soon as may be after it is made and, if a resolution annulling the regulation is passed by either such House within the next 21 days on which that House has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done thereunder.

6 Repeals.

6.—The enactments specified in column (2) of the Schedule are hereby repealed to the extent specified in column (3) of the Schedule.

7 Expenses.

7.—(1) The expenses incurred by the Minister in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

(2) The expenses incurred by the Minister for Finance in the administration of this Act shall be paid out of moneys provided by the Oireachtas.

(3) The expenses incurred by the Minister for Industry and Commerce in the administration of this Act shall, to such extent as may be sanctioned by the Minister for Finance, be paid out of moneys provided by the Oireachtas.

PART II Establishment, Rules, Powers etc. of Societies

8 Establishment of a society.

8.—Any ten or more persons not disqualified under this Act may establish a society by agreeing on rules for the government of the society which comply with section 10 and by complying with the requirements of section 11 (1).

9 Use of certain words.

9.—(1) The words “building society” or the words “cumann foirgníochta” shall be included in the name of a society.

(2) A person other than a society or other than a public utility society in existence at the commencement of this section shall not use in reference to itself or himself a name, title or descriptive expression containing the words “building society” or the words “cumann foirgníochta” or any translation, variant or derivative of those words.

10 Rules.

10.—(1) The rules of every society shall specify—

(a) the name of the society;

(b) the manner in which the funds of the society are to be raised;

(c) the terms on which shares are to be issued and repaid;

(d) whether preferential shares are to be issued and, if so, within what limits;

(e) in the case of a society incorporated on or after the commencement of this section, provision for the issue of shares in compliance with section 18;

(f) whether the society intends to borrow money and, if so, within what limits;

(g) whether deposits are to be accepted and, if so, on what terms;

(h) the purposes to which the funds of the society are to be applied and the manner in which they are to be invested;

(i) the manner in which loans are to be made and repaid, any deductions for premiums, and the conditions on which a borrower can redeem the amount due from him before the expiration of the period for which the loan was made;

(j) provision for the custody of the mortgage deeds and other securities belonging to the society;

(k) the manner in which losses are to be ascertained and provided for;

(l) the powers and duties of the board of directors and other officers;

(m) the manner of appointing, remunerating, and removing the board of directors and other officers (including the filling of casual vacancies), and the manner of remunerating auditors;

(n) provision for the use of the seal of the society;

(o) the right of members to requisition meetings, the form of notice for the convening of meetings and the manner of service of the notice;

(p) the manner in which notice of any resolution (including a special resolution) to be moved at meetings is to be given to members;

(q) the procedure to be observed at meetings;

(r) the voting rights of members, the right of a member to appoint a proxy and demand a poll and the manner in which a poll is to be taken;

(s) whether disputes between the society and any of its members, or any person claiming by or through any member or under the rules, shall be settled by reference to a court, the Registrar or arbitration;

(t) any fines and forfeitures to be imposed on members of the society;

(u) the manner in which membership of the society is to cease;

(v) the manner in which the society may be wound up.

(2) (a) The rules of a society shall be binding on each of the members and officers of the society and on all persons claiming on account of a member or under the rules, and all members, officers and such persons shall be taken to have full notice of the rules.

(b) A society shall supply to any person requiring it a copy of its rules and may charge for the copy a fee of such amount as may from time to time be fixed by the Registrar.

(3) The Minister may prescribe rules in respect of a matter referred to in subsection (1), either generally or by reference to a specified class or classes of rules or societies, denoted by reference to such matters as the Minister may consider appropriate.

(4) (a) Where rules of a specified class or classes have been prescribed under subsection (3) and the rules of a society established before the commencement of regulations under that subsection are not in the opinion of the Registrar substantially in accordance with the rules as so prescribed, the Registrar shall notify the society of his opinion within six months after the commencement of the regulations, and in such a case the prescribed rules shall (with effect from a date, specified by the Registrar, not earlier than one year from the commencement of the regulations) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

(b) A society may within a period of three months beginning on the date of receipt of the Registrar's opinion under this subsection appeal to the Court against the opinion.

(c) Where an appeal under this subsection is upheld the rules of the society may remain in operation.

(d) Where an appeal under this subsection fails the rules prescribed shall (with effect from a date not earlier than one year from the commencement of the regulations or six months after the date of the Court's decision on the appeal, whichever is the later) be deemed to be the rules of the society in substitution for those in force on the date of the making of the regulations.

11 Registration of rules and incorporation of a society.

11.—(1) Where ten or more persons not disqualified under this Act agree on rules for the purpose of establishing a society they shall deliver two copies of the rules, signed by not less than ten of the persons, to the Registrar.

(2) Where copies of rules are delivered to the Registrar in accordance with subsection (1), the Registrar may at his discretion, but subject to this section, register or refuse to register the rules.

(3) The Registrar, if he is satisfied that the rules comply with the relevant requirements of this Act, shall not refuse to register rules delivered to him under subsection (1) unless he is of the opinion that the rules are not substantially in accordance with any rules prescribed under section 10 (3) or that the name of the proposed society is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(4) Whenever the Registrar decides to refuse to register rules delivered to him under subsection (1), he shall, within six months of such delivery, notify the signatories of the rules of his decision and of his reasons for it, and an appeal may be made to the Court against the decision by not less than ten such persons.

(5) Where copies of rules are delivered to the Registrar under subsection (1) and he does not decide to refuse to register the rules, he shall retain and register one copy, return the other copy to the society, together with a certificate of incorporation of the society in a prescribed form, and notify the registration to the Minister, the Minister for Finance and the Central Bank.

(6) From the date of its incorporation a society shall be a body corporate (with the name contained in its rules) having perpetual succession and a common seal.

(7) A certificate of incorporation given under this section by the Registrar shall be sufficient evidence until the contrary is shown that all the requirements of this Act relating to registration of rules and matters precedent and incidental to registration of rules have been complied with and that the society is a society authorised to be incorporated and was duly incorporated under this Act.

12 Alteration of rules.

12.—(1) A society may by special resolution alter its rules.

(2) A society altering its rules shall forward to the Registrar two copies of the alteration (or, in the case of a rescission, two copies of the resolution) signed by three members and the secretary, together with a letter signed by the secretary confirming that a special resolution has been passed in relation to the alteration.

(3) Where copies are forwarded to the Registrar in accordance with subsection (2) and he finds that the alteration is in accordance with this Act, he shall return one of the copies to the secretary together with a certificate of registration in a prescribed form, and shall retain and register the other copy.

(4) An alteration under this section shall not have effect until registered under subsection (3).

(5) Any provision in the rules of a society that the rules may be altered without passing a special resolution shall be void.

(6) Where the Registrar refuses to register under subsection (3) a copy of an alteration or of a resolution forwarded to him under subsection (2), he shall, within two months of the receipt by him of the copies, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(7) This section does not apply to a rule of a society providing for the name of the society.

13 Change of name.

13.—(1) A society may change its name by special resolution.

(2) Notice of a change of name under this section shall be sent by the society to the Registrar together with two copies of the resolution (signed by three members and the secretary) and a letter signed by the secretary confirming that the resolution has been passed as a special resolution.

(3) Subject to subsection (4), the Registrar shall register the change of name and send to the secretary a certificate of such registration in a prescribed form.

(4) The Registrar shall not refuse to register a change of name by a society sent to him under subsection (2) unless he is of the opinion that the proposed name is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive, or that registration would not be in the interest of the orderly and proper regulation of building society business.

(5) Where the Registrar refuses to register under subsection (3) a change of name sent to him under subsection (2), he shall, within two months of receiving notice of the change of name, notify the society of his decision and of his reasons for it, and an appeal may be made to the Court against the decision.

(6) A change of name shall not affect any right or obligation of a society or of any member or other persons concerned, or render defective any legal proceedings by or against the society, and any legal proceedings commenced against it by its former name may be continued against it by its new name.

(7) (a) In a case to which this subsection applies, the Registrar may require a society to change its name by giving it notice to that effect.

(b) This subsection applies to the following cases—

(i) where, in the opinion of the Registrar, a society incorporated before the commencement of this section is registered by a name which is either undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive,

(ii) where a society, on its first registration or on its registration by a new name, is registered (through inadvertence or otherwise) by a name which, in the opinion of the Registrar, is undesirable or so resembles the name of another society or the name of a person carrying on in the State banking business within the meaning of the Act of 1971 as to be calculated to deceive.

(8) Where notice is given under subsection (7) to a society it shall be allowed such period as the Registrar may direct to comply with the notice and, in the event of the society's failure to comply with the notice in that period, the Registrar may proceed to suspend the registration of the society under section 94.

(9) A society may appeal to the Court against a notice of the Registrar under subsection (7).

14 Chief office.

14.—(1) A society shall, as from the day on which it begins to carry on business or the fourteenth day after the date of its incorporation, whichever is the earlier, have an office in the State (to be known as its chief office) to which all communications and notices may be addressed.

(2) Notice of the situation of the chief office and of any change therein shall be given by a society within 14 days after the date of the incorporation of the society or the date of the change (as may be appropriate) to the Registrar, who shall register the information and give to the society a certificate of such registration in a prescribed form.

15 Use of registered name.

15.—(1) A society shall not use any name or title other than its registered name.

(2) A society shall—

(a) paint or affix its name in a conspicuous position in easily legible letters on the outside of each of its offices or places of business,

(b) have its name engraved in legible characters on its seal,