Co-operative and Community Benefit Societies Act 2014

113 Special resolutions under section 112

(1) This section supplements section 112.

(2) A resolution is a “special resolution” if—

(a) the resolution is passed at a general meeting by at least 75% of the eligible members who vote,

(b) at least 50% of the eligible members vote on the resolution,

(c) notice of this meeting (“the first meeting”), specifying the intention to propose the resolution, is duly given in accordance with the society’s rules,

(d) the resolution is confirmed at a subsequent general meeting by over 50% of the eligible members who vote,

(e) notice of this meeting (“the second meeting”) is duly given, and

(f) the second meeting is held at least 14 days, and no more than one month, from the day of the first meeting.

(3) In this section—

(a) “eligible member” means a member entitled under the society’s rules to vote;

(b) references to voting are to voting in person or, where the rules allow proxies, by proxy.

(4) At a general meeting such as is mentioned in subsection (2), a declaration by the chair that—

(a) all reasonably practicable steps have been taken to ascertain the number of eligible members, and

(b) the resolution has been carried,

is conclusive evidence of those facts.

(5) Within 14 days from the day of the second meeting, the society must send the FCA a copy of the special resolution that is—

(a) signed by the chair of the second meeting, and

(b) countersigned by the society’s secretary.

(6) The FCA must register the copy of the special resolution received under subsection (5).

(7) The special resolution does not take effect until the copy of it has been registered.

(8) Nothing in subsection (5) invalidates registration after the end of the 14 days mentioned there.

(9) If the society is a PRA-authorised person, the FCA must send a copy of the special resolution to the PRA.