The Coal Industry Social Welfare Organisation (Amendment of Memorandum and Articles) Order 1987

Made: 15th July 1987

Laid before Parliament: 16th July 1987

Coming into force: 28th August 1987

Now, therefore, the Secretary of State in exercise of his powers under section 6(1), (3) and (4) of the Act hereby makes the following Order:

Citation and commencement

1

This Order may be cited as the Coal Industry Social Welfare Organisation (Amendment of Memorandum and Articles) Order 1987 and shall come into force on 28th August 1987.

Amendment of Memorandum and Articles

2

The Memorandum and Articles of Association of CISWO are hereby respectively amended as provided in Parts I and II of Schedule 1 to this Order.

Consolidation and re-classification of share capital

3

CISWO is hereby taken to have passed in general meeting on the day on which this Order shall come into force the special resolution consolidating and re-classifying its share capital and the ordinary resolution relating to the allotment of its shares specified in Parts I and II respectively of Schedule 2 to this Order.

SCHEDULE 1

PART I — amendments to the memorandum of association of ciswo

1

For Clause 8 there shall be substituted the following clause:—

(8) The share capital of the Organisation is £1,000, divided into 20 Founders' Shares of £10 each, 650 Ordinary Shares of £1 each, 5 Union Shares of £15 each and 5 Corporation Shares of £15 each.

2

In Clause 9 for the words “Founders' Shares” there shall be substituted the words “Founders', Union and Corporation Shares”.

PART II — amendments to the articles of association of ciswo

3

Article 2

• (a) For the definition of the National Coal Board there shall be substituted the following definition—

• (b) For the definition of the Union there shall be substituted the following definitions—

4

After Article 2 there shall be added the following Article which shall be numbered 2A—

(2A) (1) In this Article— (i) references to “the Corporation’s records” are references to the records of contributing members of trade unions (including the Unions) employed by the Corporation which are held by the Corporation and prepared on the basis of instructions given by the relevant employees being records such that any employee is entitled from time to time to require that he be informed of the union, if any, to which he is attributed as a member and if he so thinks fit by written notice to require an attribution to be changed, removed or made; and (ii) references to “the auditors” are to the Corporation’s auditors appointed for the time being by the Secretary of State pursuant to section 31 of the Coal Industry Nationalisation Act 1946. (2) The Corporation shall not later than 31st December 1987 and thereafter subject to the provisions of paragraph (9) below at three-yearly intervals not later than 31st December in the relevant year notify each Union of the number of its members being employees of the Corporation who are attributed in the Corporation’s records as being contributing members of that Union at the relevant time (as hereinafter defined). “Relevant time” means for the purposes of this Article in the case of employees paid weekly, the end of the last period of seven days by reference to which an employee’s remuneration is normally calculated in which all weekdays (Mondays to Fridays inclusive) fall in October or, in the case of other employees, the end of October in the relevant year. (3) The Corporation shall also include in a notification pursuant to paragraph (2) above particulars of— (a) the aggregate total number of the members of the Unions attributed as mentioned in that paragraph; (b) the number of votes which may be cast on behalf of each Union in accordance with Article 41 at any General Meeting of the Organisation taking place on or after 1st April in the calendar year next following the notification; and (c) the number of Directors who may be appointed by the holder of each Union Share on and after the date aforesaid in accordance with Article 49. Such notification as aforesaid shall include confirmation of the verification by the auditors of the particulars contained therein. (4) Within 10 days of receipt of a notification pursuant to paragraph (2) above any Union may give notice in writing to the Corporation that it intends to make submissions to the auditors pursuant to this paragraph. Upon receipt of such notice the Corporation shall forthwith notify in writing the other Unions any of which may within 10 days thereafter also give notice in writing to the Corporation that it intends to make submissions to the auditors pursuant to this paragraph. Any Union which has given such notice may not later than the 31st January next following the notification by the Corporation pursuant to paragraph (2) above submit in writing to the auditors the number of those persons who the Union considers were at the relevant time contributing members of the Union and employees of the Corporation together with the full name and such identifying details of each such person and such evidence of contributing union membership as the auditors may from time to time consider necessary. (5) If a Union makes submissions to the auditors pursuant to paragraph (4) above it shall forthwith notify the Corporation in writing. The Corporation shall provide to the auditors such further information from the Corporation’s records as the auditors may reasonably require. (6) Upon receipt of submissions by a Union pursuant to paragraph (4) above the auditors shall determine by reference to the Corporation’s records the number of persons included in those submissions who were at the relevant time employees of the Corporation and contributing members of that Union and where any such employee was not attributed as a contributing member of that Union in the Corporation’s records at the relevant time the auditors shall— (a) satisfy themselves that the Corporation’s records at the relevant time correctly recorded the union membership, if any, of such person in accordance with his latest instructions to the Corporation or, failing that (b) satisfy themselves that such person was a contributing member of that Union at the relevant time or, failing that (c) endeavour to obtain from such person his written confirmation as to the Union, if any, of which he intended the Corporation to treat him as being a contributing member at the relevant time and until they receive such confirmation shall not count that person as a member of the Union in question. (7) If at any stage following any such submissions by a Union the auditors are satisfied that the number of votes which may be cast on behalf of that Union at any General Meeting of the Organisation or the number of Directors which may be appointed on behalf of that Union in accordance with the notification by the Corporation under paragraphs (2) and (3) above will not require change the auditors shall give notice to the Corporation and the Unions accordingly and such notification shall stand but if the auditors become satisfied that the notification contains a discrepancy which materially affects the number of votes which may be cast on behalf of that Union at any such meeting or the number of Directors which may be appointed on behalf of that Union in accordance with the notification the auditors shall prior to the 1st March next following the notification by the Corporation make recommendations to the Corporation as to the necessary revisions to such notification and the Corporation shall implement those recommendations by giving forthwith a revised notification to each Union accordingly. (8) The numbers notified under paragraphs (2) and (3) or (where recommendations under that paragraph are made) paragraph (7) above shall be the numbers applicable for the purposes of calculating the number of votes which may be cast on behalf of a Union and the number of Directors which a Union may appoint with effect from 1st April in the relevant year in accordance with Articles 41 and 49 respectively. (9) In any year when a notification would not normally be given by the Corporation pursuant to paragraph (2) above a Union may give notice to the Corporation by not later than 30th September in that year requiring the Corporation to give a notification pursuant to paragraph (2) above. In that event the Corporation shall by not later than 31st December in that year give such notification to each Union and the provisions of this Article shall apply,mutatis mutandis. (10) The costs of the auditors in connection with this Article (including costs incurred by the Corporation on behalf of the auditors) shall be borne by the Organisation save that if a Union makes submissions or gives notice in accordance with paragraph (4) or (9) above which do not result in an increase in the number of votes which could be cast on behalf of that Union in accordance with Article 41 or the number of Directors which that Union would be entitled to appoint in accordance with Article 49 the costs of the auditors in connection with and arising from such submissions or notice (including costs incurred as aforesaid) shall be borne by that Union or, if more than one Union, by them in such proportions as the auditors shall determine as appropriate.

5

Article 4

6

Article 6

7

Article 7

• (a) In paragraph (B)(ii) for the words “Nominees of the Union” there shall be substituted the words “Nominees of any Union” and in paragraph (C) for the words “For the above purposes” there shall be substituted the words “For the purposes of this Article”.

• (b) In paragraph (D)(i) after the word “Founders'” there shall be added the words “Union or Corporation”.

• (c) After paragraph (D) there shall be added the following paragraphs—

(E) Only a nominee of a Union shall be qualified to hold a Union Share. (F) Only the Corporation and their nominees shall be qualified to hold a Corporation Share.

8

Article 13

9

Article 22

10

Article 23

11

Article 32

12

Article 34

13

Article 41

14

Article 47

15

Article 49

16

Article 53

• (a) For the words “the Union” and “the National Coal Board”, wherever they appear, there shall be substituted respectively the words “the Unions acting jointly” and “the Corporation”.

• (b) In the first sentence after the words “so appointed” there shall be added the words “(if any)”.

• (c) In the final sentence—

• (i) after the words “removal and replacement of Directors” there shall be added the following proviso—

• Provided that where an appointment falls to be made by the Unions acting jointly, the appointment shall require the agreement of all the Unions

• (ii) after the words “and if at any time” for the word “he” there shall be substituted the words “the appointee”.

17

Article 54

18

Article 63

19

Article 65

20

After Article 67 there shall be added the following Article, which shall be numbered 67A—

(67A) Any Director shall have the power to appoint any other Director as the proxy for such Director (his “principal”), and any such appointment will be effective until it is revoked by the relevant principal at any time. A Director present at the meeting and appointed proxy for another Director shall have an additional vote for each of his principals absent from such meeting. All appointments and revocations of appointment of proxies for Directors shall be in writing signed by the relevant principal and shall be effective when delivered to the Secretary or produced at the beginning of the meeting or when it is intended to use the proxy.

21

Article 68

22

Article 69

23

Article 70

• (a) At the end of the second paragraph there shall be added the following words—

• Every Divisional, Sub-Divisional, and Area Welfare Committee so established shall consist of equal numbers of persons nominated by one or more of the Unions and of persons nominated by the Corporation. The number of persons to be nominated by a Union shall be determined according to the proportion of persons employed by the Corporation in the area served by the Committee who are members of that Union Provided that, unless every Director appointed by a holder of a Union Share otherwise agrees, a Union shall not have the right to nominate persons to a Divisional, Sub-Divisional, or Area Welfare Committee if the proportion of the persons employed by the Corporation in the area served by the Committee who are members of the Union is less than 10 per cent.

• (b) At the end of the Article there shall be added the following paragraph—

• Provided that where any committee established under this Article other than a Divisional, Sub-Divisional, or Area Welfare Committee or a sub-committee of such a committee includes members nominated by or on behalf of one or more of the Unions the proportion of such members who are nominated by or on behalf of a Union shall, unless every Director appointed by a holder of a Union Share otherwise agrees, be determined according to the proportion of such Directors who are appointed by a holder of a Union Share as a nominee of the Union in question.

24

Article 74

25

Article 80

26

Article 83

SCHEDULE 2

PART I — special resolution taken to be passed by ciswo re-classifying and consolidating its share capital

That 150 of the unissued Ordinary Shares of £1 each be consolidated into 10 shares of £15 each and those shares be re-classified as to 5 such shares as Union Shares of £15 each and as to the remaining 5 such shares as Corporation Shares of £15 each.

PART II — ordinary resolution taken to be passed by ciswo concerning the allotment of shares

That for the purposes of section 80 of the Companies Act 1985[^f00003] the Council be and are hereby unconditionally authorised during the period of five years from the date hereof to allot all or any of the shares in the Organisation unissued at the date hereof pursuant to the obligation contained in Article 6 of the Articles of Association as amended.

Signed

Cecil Parkinson — Secretary of State for Energy — 15th July 1987

Explanatory note

(This note is not part of the Order)

This Order amends the Memorandum and Articles of Association of the limited company known as the Coal Industry Social Welfare Organisation and deems two resolutions to be passed by the company.

The Memorandum and Articles of Association are amended so that five specified trades unions representing employees of the British Coal Corporation may participate in the running of the company’s affairs according to the number of such employees they represent. Particular amendments to the Articles, which are contained inSchedule 1 to the Order, enable the unions to hold shares in the company (paragraphs 5 and 6), to exercise voting rights (paragraph 13), to appoint Directors (paragraph 15) and to be represented on any committee established by the company to exercise its powers (paragraph 23). The resolutions deemed to be passed in general meeting and set out inSchedule 2 are concerned with the consolidation, re-classification, and allotment of the company’s shares to enable such unions to be members of the company.

Footnotes

[^f00001]: 1987 c. 3.

[^f00002]: 1946 c. 59.

[^f00003]: 1985 c. 6.