SCHEDULES
C3SCHEDULE 2 Establishment, Incorporation and Constitution of Building Societies
C1C2Part III Meetings, Resolutions and Postal Ballots
Sch. 2 Pt. III (paras. 20–36) excluded (temp.) by S.I. 1986/2168, art. 3(1)(2)
Sch. 2 Pt. III (paras. 20–36) modified by S.I. 1987/426, art. 4
Transfer resolutions
30
1
The transfer resolutions required for the purposes of section 97 for the approval by members of a building society of a transfer of its business are two resolutions, of which—
a
one is passed as a borrowing members’ resolution, and
b
the other (“the requisite shareholders’ resolution”) is passed in accordance with sub-paragraphs (2) to (5) below.
2
In a case where the successor is to be a specially formed company, the requisite shareholders’ resolution—
a
must be passed as a F1shareholding members’ resolution, and
b
and the notice of the resolution required by F3paragraph 27A above must specify that the resolution will not be effective unless both of the requirements specified in this sub-paragraph are fulfilled.
3
Subject to any direction under sub-paragraph (5) below, in a case where the successor is to be an existing company, the requisite shareholders’ resolution must be passed as a F4shareholding members’ resolution and either—
a
must be passed by not less than 50 per cent. of the members qualified to vote on a F4shareholding members’ resolution, or
b
must be passed by the holders, being members qualified to vote on a F4shareholding members’ resolution, of shares in the society to a value, on the voting date, representing not less than 90 per cent. of the total value of the shares held on that date by the members so qualified to vote;
4
If the Commission considers it expedient, in relation to a transfer of the business of a building society to an existing company, to do so for the purpose of protecting the investments of the shareholders of or depositors with the society, the Commission may give a direction under sub-paragraph (5) below.
5
A direction under this sub-paragraph is a direction that, for the purposes of the transfer of business specified in the direction, the requisite shareholders’ resolution is to be effective if it is passed as a F7shareholding members’ resolution.
6
The Treasury, after consultation with the Commission, may by order amend sub-paragraph (2)(b), (3)(a) or (3)(b) above so as to substitute for the percentage for the time being specified in the subparagraph such other percentage as it thinks appropriate.
7
The power to make orders under sub-paragraph (6) above is exercisable by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
8
In this paragraph “voting date", with reference to a requisite shareholders’ resolution, has the same meaning as in paragraph 23(6) above.
Sch. 2 modified (3.1.1995) by 1994 c. 40, ss. 17(3), 82(2)