Co-operative and Community Benefit Societies Act 2014 (c. 14)

Part 9 E+W+S Amalgamations, conversions, dissolution etc

Amalgamations and transfers of engagements between societies [F1 etc] E+W+S

Textual Amendments

F1 Word in s. 118 heading heading inserted (26.6.2020) by Corporate Insolvency and Governance Act 2020 (c. 12), s. 49(1), Sch. 3 para. 52(2) (with ss. 2(2), 5(2))

111 Special resolutions under section 109 or 110 E+W+S

(1) This section supplements sections 109 and 110.

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

(a) the resolution is passed at a general meeting by at least two-thirds of the eligible members who vote,

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

(c) the resolution is confirmed at a subsequent general meeting by over half of the eligible members who vote,

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

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

(3) In subsection (2)—

(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 the resolution has been carried is conclusive evidence of that fact.

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

(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 one or more of the societies is a PRA-authorised person, the FCA must send a copy of the special resolution to the PRA.

Modifications etc. (not altering text)

C1 S. 111 modified by SI 2014/229 art. 13 (as substituted (1.8.2014) by The Co-operative and Community Benefit Societies and Credit Unions (Arrangements, Reconstructions and Administration) (Amendment) Order 2014 (S.I. 2014/1822), arts. 1(2), 4)