Statutory Water Companies Act 1991

12 Adoption of memorandum and articles

(1) Where—

(a) provision for the constitution and regulation of a statutory water company holding an appointment under Chapter I of Part II of the [1991 c. 56.] Water Industry Act 1991—

(i) is contained in local statutory provisions having effect in accordance with paragraph 5 of Schedule 21 to the 1985 Act (enactments to have effect as if contained in memorandum and articles); or

(ii) would, apart from this subsection, be so contained if the company became a registered water company;

(b) the company has by special resolution proposed (whether before or after becoming a registered water company) that provision contained in a memorandum and articles shall have effect in substitution for those local statutory provisions;

(c) the proposal that a memorandum and articles shall so have effect in relation to the company has been approved by order made by the Secretary of State; and

(d) in the case of a company that has not already done so, the company becomes a registered water company,

those local statutory provisions shall cease to have effect on such date as may, for the purposes of this subsection, be specified or described in that order and the proposed memorandum and articles shall come into force on that date subject to any modifications, terms or conditions contained in any order made by the High Court under section 13 below.

(2) The Secretary of State shall not make an order for the purposes of subsection (1)(c) above in relation to a proposal by any company unless it appears to him—

(a) that neither an application under section 13 below with respect to the company’s proposal nor an appeal with respect to the subject-matter of such an application is pending and that the period within which any such application or appeal may be made or brought has expired; and

(b) where there is —

(i) a division of the shares or stock of the company into different classes; and

(ii) such a proposed difference between the memorandum and articles and the local statutory provisions which they will replace as will vary the rights attached to any such class,

that a consent to or approval of the difference has been given under subsection (3) below in respect of each class the rights attached to which would be varied if the order were made.

(3) A consent to or approval of a proposal is given for the purposes of subsection (2)(b) above in respect of a class of shares or stock if—

(a) consent in writing to the proposal has been given by the holders of not less than three-quarters, in nominal value, of the issued shares or stock of that class; or

(b) an extraordinary resolution approving the proposal is passed at a separate general meeting of holders of shares or stock of that class.

(4) For the purpose of determining whether the requirements specified in subsection (2)(b) above are satisfied in relation to any two or more classes of shares or stock in a company, it shall be immaterial that consents and approvals have been given in respect of different classes in accordance with different paragraphs of subsection (3) above.

(5) Where an order has been made for the purposes of subsection (1)(c) above in relation to any company—

(a) nothing in sections 1 to 8 above shall have effect on and after the date specified or described in the order so as to confer powers in relation to the company in addition to those conferred by virtue of the company’s memorandum and articles;

(b) on and after that date, the memorandum and articles which come into force by virtue of the order shall have effect, in accordance with section 14 and the other provisions of the 1985 Act, as if they were the company’s registered memorandum and articles; and

(c) the company shall, before the end of the period of fifteen days beginning with the day after that date, deliver to the registrar of companies a printed copy of the memorandum and articles which have so come into force.

(6) Subsection (3) of section 6 of the 1985 Act (penalty for default in delivering documents to the registrar of companies) shall apply in relation to the obligation imposed by subsection (5)(c) above as it applies in relation to the obligations imposed by subsection (1) of that section.

(7) The power to make an order for the purposes of subsection (1)(c) above shall be exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.

(8) In this section—

• “extraordinary resolution”—

  (a)

  in relation to a meeting held after the company in question has become a registered water company, means an extraordinary resolution within the meaning of the 1985 Act; and

  (b)

  in relation to a meeting held before that company becomes a registered water company, means such a resolution as would be a special resolution within the meaning of section 4 above if the meeting were a meeting of the company;

• “registrar of companies” has the same meaning as in the 1985 Act; and

• “special resolution”—

  (a)

  in relation to a time after the company in question has become a registered water company, means (subject to subsection (2) of section 13 below) a special resolution within the meaning of the 1985 Act; and

  (b)

  in relation to a time before that company becomes a registered water company, means (subject to that subsection) a special resolution within the meaning of section 4 above.