[F17ACapacity of society not limited by its rules .E+W+S
(1)The validity of an act done by a registered society shall not be called into question on the ground of lack of capacity by reason of anything in the society’s registered rules.
(2)A member of a registered society may bring proceedings to restrain the doing of an act which but for subsection (1) of this section would be beyond the society’s capacity; but no such proceedings shall lie in respect of an act to be done in fulfilment of a legal obligation arising from a previous act of the society.
(3)It remains the duty of the members of the committee of a registered society to observe any limitations on their powers flowing from the society’s registered rules; and action by the members of the committee which but for subsection (1) of this section would be beyond the society’s capacity may only be ratified by the society by special resolution.
(4)A resolution ratifying such action shall not affect any liability incurred by a member of the committee or any other person; relief from any such liability must be agreed to separately by special resolution.
(5)The operation of this section is restricted by section 7D of this Act (application to charitable societies); and section 7E of this Act (transactions with members of the committee and connected persons in excess of powers) has effect notwithstanding this section.
(6)In this section “special resolution” means a resolution passed by not less than 75% of such members of the society as (being entitled to do so) vote in person, or by proxy where the society’s rules allow proxies, at a general meeting of which not less than 21 days’ notice, specifying the intention to propose the resolution, has been duly given according to those rules.
(7)A copy of every special resolution for the purposes of this section signed by the chairman of the meeting at which the resolution was passed and countersigned by the secretary of the society shall be sent to the [F2FCA] and registered by it; and until that copy is so registered the special resolution shall not take effect. ]
Textual Amendments
F1Ss. 7A-7F and cross-heading inserted (1.4.2004) by Co-operatives and Community Benefit Societies Act 2003 (c. 15), ss. 3, 7(1); S.I. 2003/2678, art. 2(1)
F2Word in s. 7A(7) substituted (1.4.2013) by The Financial Services Act 2012 (Mutual Societies) Order 2013 (S.I. 2013/496), art. 1(1), Sch. 2 para. 2(1)(a)(2)(e) (with Sch. 12)