Areas Removed from the Infected Area List between 18 and 24 August 1972 = Territoires supprimés de la liste des zones infectées entre les 18 et 24 août 1972

The Commission shall be a body corporate.

Subject to the provisions of this paragraph, a person shall hold and vacate office as a member or the chairman or deputy chairman of the Commission in accordance with the terms of the instrument appointing him to that office. A person may at any time resign office as a member or the chairman or deputy chairman of the Commission by giving the Treasury a signed notice stating that he resigns that office. When a member becomes or ceases to be the chairman or deputy chairman, the Treasury may vary the terms of his appointment so as to alter the date on which he is to vacate office as a member. If the chairman or deputy chairman ceases to be a member, he shall cease to be the chairman or deputy chairman, as the case may be. If the Treasury are satisfied— the Treasury may declare his office as a member vacant, and shall notify the declaration in such manner as they think fit; and thereupon the office shall become vacant.

No person who has attained the age of 70 years is eligible to be or to remain a part-time member of the Commission.

The Commission shall pay to its part-time members such fees for services and such allowances in respect of expenses as may be determined by the Treasury.

If the Treasury so determine in the case of any person who is or has been a part-time member of the Commission, the Commission shall pay or make arrangements for the payment of such pensions to or in respect of that person as the Treasury may determine. Where a person who is a part-time member of the Commission ceases to be a member otherwise than on the expiry of his term of office and it appears to the Treasury that there are special circumstances which make it right for that person to receive compensation, the Treasury may direct the Commission to make to that person a payment of such amount as the Treasury may determine.

In Part II of Schedule 1 to the House of Commons Disqualification Act 1975 (bodies of which all members are disqualified under that Act) there shall be inserted at the appropriate place the entry: “ The Friendly Societies Commission ”. A corresponding amendment shall be made in Part II of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975.

The Commission may appoint such staff as the chairman of the Commission thinks fit, subject to the approval of the Treasury as to numbers and as to terms and conditions of service.

The quorum of the Commission and the arrangements relating to its meeting shall be such as the Commission may determine.

The validity of any proceedings of the Commission shall not be affected by any vacancy among the members or by any defect in the appointment of a member.

With the exception specified in sub-paragraph (2) below, the Commission may authorise any member or members of the Commission to perform on behalf of the Commission such of the Commission’s functions (including the power conferred by this paragraph) as are specified in the authorisation. The Commission shall not delegate any power exercisable by statutory instrument.

The Statutory Instruments Act 1946 shall apply to all powers of the Commission of making statutory instruments under this Act as if the Commission were a Minister of the Crown.

In Schedule 2 to the Parliamentary Commissioner Act 1967 (which lists the departments etc. subject to investigation under that Act) there shall be inserted in the appropriate place in alphabetical order the words “ Friendly Societies Commission ”.

The fixing of the common seal of the Commission shall be authenticated by the signature of the chairman or deputy chairman or by some other person authorised by the Commission to act for that purpose.

A document purporting to be duly executed under the seal of the Commission shall be received in evidence and shall, unless the contrary is proved, be deemed to be so executed. A document purporting to be signed on behalf of the Commission shall be received in evidence and shall, unless the contrary is proved, be deemed to be so signed.

This paragraph shall have effect as regards the execution of documents in Scotland. For any purpose other than those mentioned in sub-paragraph (3) below, a document is validly executed by the Commission if it is signed on its behalf by the chairman or deputy chairman or by a person authorised to sign the document on its behalf. For the purposes of any enactment or rule of law relating to the authentication of documents, a document is validly executed by the Commission if it is subscribed on its behalf by being executed in accordance with the provisions of sub-paragraph (2) above. A document which bears to have been executed by the Commission in accordance with sub-paragraph (3) above shall, in relation to such execution, be a probative document if—

Any 7 or more persons may establish a society under this Act by taking the following steps— Where two or more friendly societies propose to amalgamate under section 85 above, they shall establish their successor society by— Where copies of the memorandum and the rules are sent to the FCA in accordance with sub-paragraph (1)(c) or (2)(d) above, the FCA, if satisfied that— shall register the society and issue it with a certificate of incorporation. The FCA shall not register a society as the successor society to any friendly societies proposing to amalgamate unless the appropriate authority . . . has confirmed the proposed amalgamation under section 85 above. The FCA shall not register a society which, if it were registered . . ., would be a society to which section 37(2) or (3) above applies if the FCA is satisfied that the principal place of business of the society is to be situated outside the United Kingdom; . . ..

A registered friendly society may be incorporated under this Act only if the following steps are taken—

On registering a society under paragraph 1 or 2 above, the FCA shall—

The memorandum of an incorporated friendly society shall— The choice stated in a society’s memorandum in pursuance of sub-paragraph (1)(b) above may not be altered by the society. In this Act, in relation to an incorporated friendly society, “memorandum” means the memorandum registered under paragraph 3 above, including the record of any alteration under paragraph 6 below.

The rules of an incorporated friendly society shall provide for the matters specified in the Table in sub-paragraph (3) below. Nothing in this paragraph shall be taken to authorise any provision in the rules of a society which is inconsistent with, or rendered void by, this Act (or any instrument made under it). The Table referred to in sub-paragraph (1) above is as follows:— TABLE OF MATTERS TO BE COVERED BY THE RULES

An incorporated friendly society may in the manner prescribed by its rules alter the memorandum or rules of the society by the addition, rescission or variation of any provision. Sub-paragraph (1) above does not apply to any alteration to which section 13(6) above applies or which is prohibited by paragraph 4(2) above. An alteration to the name or registered office of an incorporated friendly society shall (instead of being effected under this paragraph) be effected under paragraph 9 or 12 below; and it is not necessary to alter the memorandum or rules of such a society by reason only that its name or registered office is changed. Where a society makes an alteration of its memorandum or rules under this paragraph, it shall send to the FCA— On making an alteration of its memorandum or rules under this paragraph the society shall determine the date on which it intends the alteration to take effect; and the record of the alteration shall specify that date (in this paragraph referred to as “the specified date”). Where copies of a record of an alteration of a society’s memorandum or rules are sent to the FCA under sub-paragraph (4) above and the FCA is satisfied that the alteration is in conformity with this Act, the FCA shall— An alteration of the memorandum or rules of a society under this paragraph shall not take effect until the specified date or, if the alteration is registered under sub-paragraph (6) above on a later date, the date on which the certificate of registration is issued. If an incorporated friendly society arranges for the publication in consolidated form of its memorandum or rules as altered for the time being— but the FCA shall not register the copy. If an incorporated friendly society fails, within the period of 3 months beginning with the date on which an alteration to its memorandum or rules is made, to comply with sub-paragraph (4) above, the society shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale.

A person under 18—

The liability of a member of an incorporated friendly society is limited to the amount of any subscription to the society which is outstanding. No subscription of a member of an incorporated friendly society shall be recoverable at law except on the winding up of the society.

The name of an incorporated friendly society must have “Limited" as its last word, except that, if the society is to be registered with a memorandum stating that its registered office is to be situated in Wales, the name may have “cyfyngedig" (the Welsh equivalent of “Limited") as its last word. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . If the society has a common seal, it shall bear the registered name of the society. An incorporated friendly society may change its name by a resolution of the society in general meeting after the giving of such notice as is required for a special resolution. Where a society changes its name under this paragraph, notice of the change shall be sent to the FCA and, unless it is of the opinion that the changed name is undesirable, the FCA shall— A change of name shall not take effect until the date on which the certificate of registration under sub-paragraph (5) above is issued or such later date as may be specified in the certificate. A change of name shall not affect the rights and obligations of the society, of any of its members or of any other person concerned.

Every incorporated friendly society shall have its name mentioned in legible characters— Where the name of an incorporated friendly society does not include the words “friendly society", the fact that it is an incorporated friendly society shall be shown in legible characters in all documents such as are mentioned in sub-paragraph (1) above. The reference in this paragraph to a society’s websites includes a reference to a section of another person’s website—

If an incorporated friendly society— the society shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale. If an officer of an incorporated friendly society or a person on its behalf— he shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale; and, in the case of the conduct mentioned in paragraph (b) above, he is further personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the society). If an officer of an incorporated friendly society whose name does not include the words “friendly society" or a person on its behalf— he shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale; and, in the case of the conduct mentioned in paragraph (b) above, he is further personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the society).

An incorporated friendly society may change its registered office in such manner as its rules prescribe or, if the rules do not provide for that matter, by a resolution of the society in general meeting after the giving of such notice as is required for a special resolution. Notice of any such change shall be sent to the FCA and the FCA shall— A change of registered office shall not take effect until the date on which the certificate of registration under sub-paragraph (2) above is issued or such later date as may be specified in the certificate. If an incorporated friendly society fails, within the period of 3 months beginning with the date on which a resolution changing its registered office is passed, to send to the FCA the notice required by sub-paragraph (2) above, the society shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale.

An incorporated friendly society shall, on demand, give a copy of its statutory documents— The reference in sub-paragraph (1) above to a copy of an incorporated friendly society’s statutory documents is a reference to— If an incorporated friendly society fails to comply with the requirements of sub-paragraph (1) above, the society shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale. In sub-paragraph (1) above the “prescribed amount” means £1 or such other amount as the Treasury prescribe by order.

Every incorporated friendly society shall maintain a register of the names and addresses of the members of the society. Where a member has notified to the society an electronic address for the purpose of receiving notices or documents under this Act, the requirement under sub-paragraph (1) includes a requirement to secure that the register shows— The register shall be kept at the registered office or at such other place or places as the committee of management thinks fit. A society which was previously a registered friendly society need not enter in the register the address of a member who became a member before its incorporation while it has no address for him and his whereabouts are unknown. Where it appears to an incorporated friendly society that the registered address shown in the register for a member is no longer current, the society— Where it appears to an incorporated friendly society that an electronic address shown on the register pursuant to sub-paragraph (1) is no longer current, the society may remove that address from the register. If an incorporated friendly society contravenes sub-paragraph (1) above, the society shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale. For the purposes of this Act “registered address”, in relation to a member of an incorporated friendly society, means—

Subject to sub-paragraph (2) below, a member or person having an interest in the funds of an incorporated friendly society may inspect the records at all reasonable hours at the registered office of the society or at any other place where they are kept. Unless he is an officer of the society or is specially authorised by resolution of the society to do so, a member or such a person shall not have the right to inspect the loan account of any other member without the written consent of that member.

This Schedule has effect in relation to an incorporated friendly society (“the incorporated society”) which was formerly a registered friendly society (“the registered society”); and in this Schedule “incorporation” means the incorporation of that society. In this Schedule “branch”, in relation to the registered society, means any registered or unregistered branch of the society and, in relation to the incorporated society, means a group of members provided for by the rules of the society— In this Schedule references to an agreement include references to any agreement (whether in writing or not) and any deed, bond or other instrument. Nothing in section 6 above or this Schedule shall be taken as affecting any power or liability of a branch of a registered friendly society to secede or to be expelled from that society.

This paragraph applies to a registered society with branches which proposes— The registered society may, by the procedure required to amend the rules of the society, approve a scheme under subsection (5) of section 6 above (a “scheme”) identifying property, rights and liabilities of a branch which are to continue to be property, rights and liabilities of the branch (as a branch of the incorporated society) and so are to be excluded from transfer under subsection (4) of that section. A scheme— A scheme may not identify for exclusion from transfer under section 6(4) above any property, rights or liabilities of a branch of the registered society which are referable only to an activity of the branch which a branch of the incorporated society would (by virtue of section 7(5) above) be unable to carry on on its own behalf. On making a scheme the registered society shall send to the FCA— On receiving copies of a scheme, the FCA shall, if satisfied that the society has duly approved the scheme— and the FCA shall not register the incorporated society under this Act until after it has registered the scheme.

Subject to the provisions of this Act, the incorporated society shall be treated after incorporation as the same person as the registered society. Without prejudice to the generality of sub-paragraph (1) above, any agreement made, transaction effected or other thing done by, to or in relation to the registered society which is in force or effective immediately before incorporation shall have effect as if made, effected or done by, to or in relation to the incorporated society; and, accordingly, references to the society— shall be taken as referring to the incorporated society.

On incorporation of the registered society— but paragraph (c) above is without prejudice to anything done by the society after incorporation as respects the election or appointment of members of its committee of management and its other officers.

Any agreement made by the registered society which is in force immediately before incorporation shall have effect as if—

It is hereby declared for the avoidance of doubt that—

The final financial year of the registered friendly society shall be such period not exceeding 12 months as expires immediately before its incorporation. Anything which, if it had not been incorporated, would be required to be done by the registered society at a time after its incorporation shall be done by the incorporated society. If the incorporated friendly society fails to do anything which it is required to do by virtue of sub-paragraph (2) above, the society and its officers shall be subject to the sanctions to which the registered friendly society and its officers would have been subject if the society had failed to do it.

This paragraph applies where the property, rights and liabilities of a branch of the registered society (“the branch”) are all transferred to the incorporated society by section 6(4) above. The provisions of paragraphs 3 to 7 above shall apply in relation to the branch as they apply in relation to the registered society— and the branch shall be deemed to be dissolved immediately after the transfer of its property, rights and liabilities to the incorporated society.

This paragraph applies where the property, rights and liabilities of a branch of the registered society are all excluded by virtue of a scheme from transfer to the incorporated society. On incorporation of the registered society, the property, rights and liabilities of the branch shall continue as property, rights and liabilities of the branch (as a branch of the incorporated society). The branch of the incorporated society shall be treated as a continuation of the branch of the registered society; and so on incorporation— but paragraphs (a) and (b) above are without prejudice to anything done after incorporation as respects the membership and officers of the branch.

This paragraph applies where some of the property, rights and liabilities of a branch of the registered society are transferred to the incorporated society by section 6(4) above and some are excluded from transfer by virtue of a scheme. As respects the property, rights and liabilities transferred from the branch to the incorporated society, the provisions of paragraphs 3, 5, 6 and 7 above shall apply in relation to the branch as they apply in relation to the registered society— On incorporation of the registered society, the property, rights and liabilities of the branch which are excluded from transfer shall continue as property, rights and liabilities of the branch (as a branch of the incorporated society). As respects the property, rights and liabilities so excluded, the branch shall, after incorporation of the registered society, be treated as a continuation of the branch of the registered society; and so on incorporation— but paragraphs (a) and (b) above are without prejudice to anything done after incorporation as respects membership and officers of the branch.

No transfer effected by section 6 above shall give rise to any liability to stamp duty.

The action mentioned in the following provisions of this paragraph shall be taken not later than the end of the period of 90 days beginning with the day on which the registered society is incorporated. The persons who were the trustees and treasurer of the registered society immediately before its incorporation shall deliver to the incorporated society— The persons who were the trustees and treasurer of any branch of the registered society immediately before its incorporation shall deliver to the incorporated society— The Public Trustee shall, if he held property on trust for the registered society immediately before its incorporation, deliver to the incorporated society any property so held by him and any documents relating to it. A person required by this paragraph to deliver a document does not satisfy the requirement by sending the document in an electronic form except in so far as the document is held by that person in that electronic form. Nothing in this Act shall have effect to relieve the former trustees or treasurer of a registered friendly society or branch or the Public Trustee from any liability arising from acts or omissions before the incorporation of the society.

An incorporated friendly society may do anything mentioned in the following provisions of this Schedule in the manner directed by the society’s rules.

An incorporated friendly society may, out of any separate loan fund to be formed by contributions or deposits from its members, make loans to members on their personal security, with or without sureties or, in Scotland, cautioners, subject to the restrictions in sub-paragraphs (2) to (4) below. A loan shall not at any time be made out of money contributed otherwise than for the purpose of the loan fund. A member shall not be capable of holding any interest in the loan fund exceeding £800. The society shall not— The Treasury may by order amend sub-paragraph (3) or (4) above to substitute, for the sum for the time being specified in that sub-paragraph, such greater sum as is specified in the order.

An incorporated friendly society may set up and administer a fund for the purchase, on behalf of members contributing thereto, of Defence Bonds, National Savings Certificates, Ulster Savings Certificates or such other securities of Her Majesty’s Government as the Treasury may prescribe. A society may allow persons to become members of the society for the purpose only of contributing to a fund set up by virtue of this paragraph. Any securities prescribed, before the commencement of this paragraph, for the purposes of section 47 of the 1974 Act shall be treated as having been prescribed under sub-paragraph (1) above.

An incorporated friendly society may invest funds of the society in subscribing for any of the share or loan capital of a housing association (within the meaning of the Housing Associations Act 1985) other than shares or debentures not fully paid up at the time of issue. This paragraph has effect without prejudice to any power the society may have by virtue of section 14 above.

An incorporated friendly society may accumulate at interest, for the use of any member, any surplus of his contributions to the funds of the society which may remain after providing for any assurance in respect of which they are paid and for the withdrawal of the accumulations.

An incorporated friendly society may subscribe out of its funds to any hospital, infirmary, charitable or provident institution, any annual or other sum which may be necessary to secure to members of the society and their families the benefits of that institution.

An incorporated friendly society may contribute to the funds and take part in the government of any other friendly society.

Under the law of England and Wales and Northern Ireland a contract may be made— and any formalities required by law in the case of a contract made by an individual also apply, unless a contrary intention appears, to a contract made by or on behalf of an incorporated friendly society.

The following provisions have effect with respect to the execution of documents by an incorporated friendly society under the law of England and Wales and of Northern Ireland. A document is executed by an incorporated friendly society by the affixing of its common seal. An incorporated friendly society need not have a common seal, however, and the following sub-paragraphs apply whether it does or not. A document signed by a member of the committee of management and the secretary of an incorporated friendly society, or by 2 members of the committee of management, and expressed (in whatever form of words) to be executed by the society has the same effect as if executed under the common seal of the society. A document executed by an incorporated friendly society which makes it clear on its face that it is intended by the person or persons making it to be a deed has effect, upon delivery, as a deed; and it shall be presumed, unless a contrary intention is proved, to be delivered upon its being so executed. In favour of a purchaser a document shall be deemed to have been duly executed by an incorporated friendly society if it purports to be signed by a member of the committee of management and the secretary of the society, or by 2 members of the committee of management, and, where it makes it clear on its face that it is intended by the person or persons making it to be a deed, to have been delivered upon its being executed. In sub-paragraph (6) above a “purchaser” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who for valuable consideration acquires an interest in property.

The following provisions have effect with respect to the execution of documents by an incorporated friendly society under the law of Scotland. For any purpose other than those mentioned in sub-paragraph (3) below, a document is validly executed by an incorporated friendly society if it is signed on behalf of the society by a member of the committee of management or by the secretary of the society or by a person authorised to sign the document on its behalf. For the purposes of any enactment or rule of law relating to the authentication of documents under the law of Scotland, a document is validly executed by an incorporated friendly society if it is subscribed on behalf of the society by— notwithstanding that such subscription is not attested by witnesses and the document is not sealed with the society’s common seal. A document which bears to be executed by an incorporated friendly society in accordance with sub-paragraph (3) above is, in relation to such execution, a probative document. Notwithstanding any other provision of this paragraph, an incorporated friendly society need not have a common seal. For the purposes of any enactment providing for a document to be executed by an incorporated friendly society by affixing its common seal or referring (in whatever terms) to a document so executed, a document signed or subscribed on behalf of the society by— shall have effect as if executed under the common seal of the society. In this paragraph “enactment” includes an enactment contained in a statutory instrument. Sub-paragraphs (2) and (3) above are—

The establishment and management of personal equity plans within the meaning of the Finance Act 1986.

The establishment and management of unit trust schemes within the meaning of the Financial Services Act 1986.

The carrying on of long-term or general business.

Arranging for the provision of, or giving advice as to, insurance of any description.

Arranging for the provision of credit, whether as agents for the borrower or the person providing credit and the provision of services in connection with current loan agreements to the person providing credit.

The provision of fund management services for trustees of pension funds or for friendly societies or for other bodies whose business consists of any activity falling within paragraphs 1 to 5 above or paragraphs 7 to 14 below.

The administration of estates and the execution of trusts of wills.

The provision of executry services (within the meaning of Part II of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1990) where the subsidiary or body is an executry practitioner (within the meaning of that Part of that Act) and the administration of testamentary trusts.

The establishment and management of— and the provision of medical, administrative or other services for persons owning or managing any of them.

The provision of administrative services for friendly societies or other bodies whose business consists of any activity falling within paragraphs 1 to 9 above or paragraph 11 to 15 below.

Every friendly society and registered branch shall in each year hold a general meeting as its annual general meeting (in addition to any other meetings in that year). Not more than 15 months shall elapse between the date of one annual general meeting and that of the next. If an incorporated friendly society holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. If a registered friendly society or registered branch holds its first annual general meeting within 18 months of its registration under the 1974 Act, it need not hold it in the year of its registration or in the following year.

A meeting to be held as the annual general meeting of a friendly society or registered branch shall be specified as such in any notice calling it. Notwithstanding anything in the rules of a friendly society or registered branch, the business which may be dealt with at the annual general meeting includes any resolution (whether a special resolution or not).

If a friendly society or registered branch fails to hold a meeting as its annual general meeting in accordance with paragraph 1 above, the society or branch shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 4 on the standard scale. If such default is made, the FCA may— If default is made in complying with any directions of the FCA given under this paragraph, the society or branch concerned shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

A meeting of a friendly society or registered branch must be called by not less than 14 days’ notice to members, or such longer period as the rules may require, expiring— and the notice to members of a meeting shall be given in such manner as is prescribed by the rules of the society or branch. Sending the notice by electronic means to an electronic address which the member has notified for that purpose, or making the notice available to a member on a website, is to be regarded as giving the member notice for the purposes of sub-paragraph (1), unless the rules of the society or branch make express provision to the contrary. The end date for the purposes of section 119AB(4)(b) is the date of the meeting. If a notice calling a meeting includes an electronic address for the society or registered branch, the address is to be regarded as one to which documents or information relating to the meeting may be sent; but that is subject to such conditions or restrictions as the notice specifies. Where notice of a meeting is given to a member by sending it to an electronic address, the notice is to be treated as given to that member on the day it is sent. Where a notice of a meeting is given to a member by making the notice available on a website, the notice is to be treated as given on the day the member is notified in accordance with section 119AB(3). If the notice is absent from the website for part of the period referred to in section 119AB(4), and the absence is disregarded for the purposes of section 119AB(5), that absence does not invalidate the proceedings of the meeting or resolutions passed. Where the rules of a friendly society do not provide for the giving of individual notices to those entitled (when the notice is given) to vote at meetings of any description, the rules may provide for the giving of notice of such meetings by advertisement. If the rules provide for the giving of notice of any meetings by advertisement, the rules must include provision requiring the necessary advertisements to be inserted— as the rules may provide. The rules of a friendly society or registered branch may provide— and sub-paragraphs (1) to (3) above shall not apply to meetings held by virtue of such provision. This paragraph is without prejudice to any requirement under the rules of a friendly society or registered branch as to the giving of notice of special resolutions to be moved, or any other business to be transacted, at a meeting of the society or branch.

Subject to sub-paragraph (2) below, any provision in the rules of a friendly society or registered branch is void to the extent that it would have the effect of making the voting rights conferred on members by the rules conditional upon the amount of their subscriptions. Sub-paragraph (1) above shall not apply to any provision in the rules excluding or limiting the voting rights of members by reference to the amount of their subscriptions in such cases or circumstances as the Treasury may by regulations prescribe. In this section “subscription” includes a contribution payment falling to be made by a member.

Any provision contained in the rules of a friendly society or registered branch shall be void in so far as it would have the effect either— The reference in sub-paragraph (1)(b) above to members includes a reference, where the rules allow the appointment of proxies, to persons who are duly appointed on behalf of members entitled to attend and vote at the meeting.

No resolution of a friendly society shall be passed as a special resolution unless— and, in this Act, “special resolution” means a resolution so passed. Subject to sub-paragraph (3) below, a resolution of a friendly society shall not be effective as a special resolution unless it is passed by not less than three-quarters of the number of the members of the society entitled to vote on it and voting either (in person or by proxy) on a poll at a meeting of the society or in a ... ballot. Where the rules of a friendly society provide for delegate voting, a resolution shall not be effective as a special resolution unless it is passed by not less than three quarters of the number of delegates entitled to vote on the resolution and voting on a poll at a meeting or in a ... ballot. Where the rules of a friendly society do not provide for the giving of individual notices to those entitled (when the notice is given) to vote on special resolutions of any description, the rules may provide for the giving of notice by advertisement. If the rules provide for the giving of notice of any special resolutions by advertisement, the rules must include provision requiring the necessary advertisements to be inserted— as the rules may provide. Proxy voting shall be permitted (notwithstanding anything to the contrary in a society’s rules) on any resolution which is to be moved as a special resolution at any meeting of a friendly society other than a meeting of delegates; and the procedure adopted by the society for such proxy voting shall comply with any requirements prescribed in regulations by the Treasury.

The rules of a friendly society or registered branch may provide for the voting— to be conducted in all, or in any particular, circumstances by postal ballot; and ... “postal ballot” in relation to an election or a resolution of the society or branch, means a postal ballot taking place by virtue of those rules. The rules of a friendly society or registered branch may also make provision in relation to the use of electronic communications in the conduct of a postal ballot. Where a postal ballot is to take place, the following provisions of this paragraph have effect. Notice of a postal ballot shall be given not less than 14 nor more than 56 days before the date which the society or branch specifies as the final date for the receipt of completed ballot papers (referred to in this paragraph as “the voting date”). Subject to the provisions of this Act, notice of a postal ballot shall be given to every member of the society or branch who would be entitled to vote in the election or on the resolution if the voting date for the election or the resolution fell on the date of the notice. A friendly society or registered branch is to be regarded as giving notice of a postal ballot for the purposes of this paragraph if it makes the notice available to a member on a website; and the end date for the purposes of section 119AB(4)(b) is the voting date. A notice given in accordance with sub-paragraph (4A) is to be treated as given to the member on the day the member is notified in accordance with section 119AB(3). If the notice of postal ballot is absent from the website for part of the period referred to in section 119AB(4), and the absence is disregarded for the purposes of section 119AB(5), that absence does not invalidate the postal ballot. If a notice of postal ballot includes an electronic address for the society or registered branch, the address is to be regarded as one to which a completed voting paper, or other documents or information relating to the ballot may be sent; but that is subject to such conditions or restrictions as the notice specifies, and any express provision to the contrary made in the rules of the society or branch. Notice of a postal ballot— as would be required to be given or sent to a member in connection with the election or resolution had it been intended to hold the election or vote on the resolution at a meeting instead of by postal ballot with the exception, however, of any notice relating to voting by proxy at a meeting.

Where by any provision of this Act special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the friendly society concerned at least 28 days before the meeting at which it is moved. The friendly society concerned shall give its members notice of any such resolution at the same time and in the same manner as is required by its rules for notice of the meeting or, if that is not practicable, shall give them notice (either by advertisement in a newspaper having an appropriate circulation or in any other mode allowed by the society’s rules) at least 14 days before the meeting. Sending the notice by electronic means to an electronic address which the member has notified for that purpose, or making the notice available to a member on a website, is to be regarded as giving the member notice for the purposes of sub-paragraph (2), unless the rules of the society make express provision to the contrary. The end date for the purposes of section 119AB(4)(b) is the date of the meeting. If a notice calling a meeting includes an electronic address for the society, the address is to be regarded as one to which documents or information relating to the meeting may be sent; but that is subject to such conditions or restrictions as the notice specifies. Where notice of a meeting is given to a member by sending it to an electronic address, the notice is to be treated as given to that member on the day it is sent. Where a notice of a meeting is given to a member by making the notice available on a website, the notice is to be treated as given on the day the member is notified in accordance with section 119AB(3). If the notice is absent from the website for part of the period referred to in section 119AB(4), and the absence is disregarded for the purposes of section 119AB(5), that absence does not invalidate the proceedings of the meeting or resolutions passed. If, after notice of the intention to move such a resolution has been given to the society, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed properly given, though not given within the time required.

The rules of a friendly society or registered branch may provide for the voting in an election of the committee of management or, where applicable, the secretary, or on any resolution (whether special or not) to be conducted in all, or any particular, circumstances by electronic ballot. An “electronic ballot”, in relation to such an election or resolution, means an electronic ballot taking place by virtue of those rules. A person is to be regarded as voting in an electronic ballot only if the following conditions are satisfied. The first condition is that the person— The second condition is that the society or branch has notified the person of— The third condition is that the facility is present on the website for the whole of the period— The fourth condition is that the person registers a vote in the ballot by using the facility. The notification given under sub-paragraph (5) must— Notice of an electronic ballot must be given not less than 14 nor more than 56 days before the date which the society or branch specifies as the final day for the registration of votes in the ballot. Unless express provision to the contrary is made in the rules of a society or branch, sub-paragraphs (4) and (5) of paragraph 8 apply to a notice of an electronic ballot as they apply to a notice of a postal ballot. The rules of the society or branch may make provision as to the consequences of any irregularities occurring in the course of a ballot, including provision as to the validity of multiple votes cast by a member in the same election or on the same resolution. Unless express provision to the contrary is made in the rules of a society or branch, if the facility for registering a vote is absent from the website for part of the period referred to in sub-paragraph (6), the absence is to be disregarded if it is wholly attributable to circumstances that it would not be reasonable to have expected the society or branch to prevent or avoid.

The rules of a friendly society or registered branch may provide for the voting in an election of the committee of management or, where applicable, the secretary, or on any resolution (whether special or not) to be conducted in all, or any particular, circumstances by combined ballot. A “combined ballot”, in relation to such an election or resolution, means a postal ballot and electronic ballot taking place in accordance with those rules. The rules must, in particular, stipulate that no person entitled to vote in a combined ballot is permitted to do so in both the postal and the electronic ballot. Paragraph 8(2) to (5) applies to a combined ballot in so far as it involves a postal ballot. Paragraph 8A(3) to (12) applies to a combined ballot in so far as it involves an electronic ballot.

The first auditor of a friendly society or registered branch may be appointed by the committee of management of the society or branch at any time before the first general meeting of the society or branch following the end of its initial financial year; and an auditor so appointed shall hold office until the conclusion of that meeting. If the committee of management fails to exercise its powers under sub-paragraph (1) above, those powers may be exercised by the society or branch in general meeting.

The committee of management, or the society or branch in general meeting, may fill any casual vacancy in the office of auditor; but while any such vacancy continues, the surviving or continuing auditor or auditors (if any) may act.

If at any annual general meeting of a friendly society or registered branch no auditor is appointed or re-appointed, the appropriate authority may appoint a person to fill the vacancy; and the society or branch shall, within one week of the power of the appropriate authority becoming exercisable, give it notice of that fact. If a society or branch fails to give the notice required by sub-paragraph (1) above, the society or branch shall be guilty of an offence and liable on summary conviction—

Subject to paragraph 7 below, a person is eligible for appointment as the auditor of a friendly society or registered branch only if he— An individual or a firm may be appointed as auditor of a friendly society or registered branch. In this Schedule—

A person is ineligible for appointment as an auditor of a friendly society or a registered branch of the society under this Schedule if he is— or, in the case of an incorporated friendly society, if he is prohibited by section 1214(2) of the Companies Act 2006 (independence requirement) from acting as statutory auditor of a subsidiary of the society or of a body jointly controlled by the society and some other person. For this purpose an auditor of a friendly society or branch shall not be regarded as an officer or employee of the society or branch. A person is also ineligible for appointment as auditor of a friendly society or branch if there exists between him or any associate of his and the society or branch or, if it is an incorporated friendly society, any of its subsidiaries, a connection of any such description as may be specified by regulations made by the Treasury. In this paragraph “associate” has the meaning given by section 1260 of the Companies Act 2006.

Appointment as auditor of a friendly society subject to special requirements is an appointment as a statutory auditor to which the provisions of Part 42 of the Companies Act 2006 apply. The following provisions of this Schedule do not apply in that case—

The following provisions apply to the appointment as auditor under this Schedule of a partnership constituted under the law of England and Wales or Northern Ireland, or under the law of any other country or territory in which a partnership is not a legal person. The appointment is (unless a contrary intention appears) an appointment of the partnership as such and not of the partners. Where the partnership ceases, the appointment shall be treated as extending to— For this purpose a partnership shall be regarded as succeeding to the practice of another partnership only if the members of the successor partnership are substantially the same as those of the former partnership; and a partnership or other person shall be regarded as succeeding to the practice of a partnership only if it or he succeeds to the whole or substantially the whole of the business of the former partnership. Where the partnership ceases and no person succeeds to the appointment under sub-paragraph (3) above, the appointment may with the consent of the recognised supervisory body be treated as extending to a partnership or other person eligible for the appointment who succeeds to the business of the former partnership or to such part of it as is agreed by the body shall be treated as comprising the appointment.

A person who is not a member of a recognised supervisory body may be an auditor of a registered friendly society or of a registered branch if— . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A person who is not a member of a recognised supervisory body may also be an auditor of a registered branch if— Regulations made by the Treasury may— A registered friendly society or registered branch which, by virtue of this paragraph, may appoint a person who is not a member of a recognised supervisory body as an auditor in respect of any financial year is in this Schedule referred to as an exempt society or, as the case may be, an exempt branch, in respect of that financial year. Subject to any direction given by the appropriate authority under sub-paragraph (7) below, a society or branch which in respect of any financial year is an exempt society or, as the case may be, an exempt branch shall in respect of that year appoint— to audit its annual accounts for that year. The appropriate authority may give a direction in the case of any particular society or branch which is an exempt society or branch in respect of any financial year that sub-paragraph (4) above shall apply to it in respect of that year as if it were not an exempt society or branch.

No person shall act as an auditor under this Act if he is ineligible for appointment to the office. If during his term of office an auditor appointed under this Schedule become ineligible for appointment to the office, he shall thereupon vacate office and shall forthwith give notice in writing to the society concerned that he has vacated it by reason of ineligibility. A person who acts as auditor under this Act in contravention of sub-paragraph (1) above, or fails to give notice of vacating his office as required by sub-paragraph (2) above, is guilty of an offence and liable— In proceedings against a person for an offence under this paragraph it is a defence for him to show that he did not know and had no reason to believe that he was, or had become, ineligible for appointment.

Where a person appointed auditor under this Schedule was, for any part of the period during which the audit was conducted, ineligible for appointment to that office, the appropriate authority may direct the friendly society or registered branch concerned to retain a person eligible for appointment as auditor under this Schedule— and the society or branch shall comply with such a direction within 21 days of its being given. If a second audit is recommended, the society or branch shall forthwith take such steps as are necessary to comply with the recommendation. Where a direction is given to a society or branch under this paragraph the PRA must send a copy of the direction to the FCA and the FCA must place a copy of the direction in the public file of the society. Where a society or branch receives a report under sub-paragraph (1)(b) above, it shall within 21 days send a copy of it to the FCA and, if the society is a PRA-authorised person, the PRA, and the FCA must place a copy of the report in the public file. Any statutory or other provisions applying in relation to the first audit shall apply, so far as practicable, in relation to a second audit under this paragraph. If a society or branch fails to comply with the requirements of this paragraph, it is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale; and in the case of a continuing offence to an additional fine not exceeding one-tenth of that level one-tenth of the greater of £5,000 or level 4 on the standard scale for every day during which the offence continues. A direction under this paragraph is, on the application of the appropriate authority, enforceable by injunction or, in Scotland, by an order under section 45 of the Court of Session Act 1988. If a person accepts an appointment, or continues to act, as an auditor under this Act at a time when he knows he is ineligible, the society concerned may recover from him any costs incurred by it in complying with the requirements of this paragraph.

A friendly society or registered branch may by ordinary resolution in general meeting remove an auditor before the expiration of his term of office, notwithstanding anything in any agreement between it and him. Where such a resolution is passed, the society or branch shall within 14 days give notice of that fact to the FCA and, if the society is a PRA-authorised person, the PRA. If a friendly society or branch fails to give the notice required by sub-paragraph (2) above, it shall be guilty of an offence and liable on summary conviction to a fine not exceeding level 3 on the standard scale and in the case of a continuing offence to an additional fine not exceeding one-tenth of that level for every day during which the offence continues. Nothing in this paragraph is to be taken as depriving a person removed under it of compensation or damages that may be payable to him in respect of the termination of his appointment as auditor or of any appointment terminating with that as auditor. An auditor of a friendly society or registered branch who has been removed has, not withstanding his removal, the rights conferred by section 75 above in relation to any general meeting of the society or branch at which— An auditor may not be removed from office before the expiration of that auditor’s term of office except—

Special notice is required for a resolution at a general meeting of a friendly society or registered branch— On receipt of notice of such an intended resolution the friendly society or branch shall forthwith send a copy of it to the person proposed to be removed or, as the case may be, to the person proposed to be appointed and to the retiring auditor. The auditor proposed to be removed or (as the case may be) the retiring auditor may make with respect to the intended resolution representations in writing to the society or branch (not exceeding a reasonable length) and request their notification to members of the society. The society or branch shall (unless the representations are received by it too late for it to do so)— If notice of any such representations is not given as required by sub-paragraph (4) above because received too late or because of the default of the society or branch, the auditor may (without prejudice to his right to be heard orally) require that the representations be read out at the meeting. The steps required by sub-paragraphs (4) or (5) above need not be taken if, on the application of the society or branch or of any other person claiming to be aggrieved, the court is satisfied that the rights conferred by this paragraph are being abused to secure needless publicity for defamatory matter; and the court may order the costs of the society or branch on the application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application.

An auditor of a friendly society or registered branch may resign his office by depositing a notice in writing to that effect at the society’s registered office. The notice is not effective unless it is accompanied by the statement required by paragraph 14 below. An effective notice of resignation operates to bring the auditor’s term of office to an end as of the date on which the notice is deposited or on such later date as may be specified in it. The society or branch shall within 14 days of the deposit of a notice of resignation send a copy of the notice to the FCA and, if the society is a PRA-authorised person, the PRA. If default is made in complying with sub-paragraph (4) above, the society or branch is guilty of an offence and liable—

Where an auditor of a friendly society subject to special requirements is removed from office , other than by order of the High Court made under paragraph 6 of Schedule 14A, an application may be made to the High Court under this paragraph. The persons who may make such an application are— If the court is satisfied that the removal was— it may make such order as it thinks fit for giving relief in respect of the removal. The court may, in particular— In the application of this paragraph to a friendly society whose registered office is in Scotland or Northern Ireland, references to the High Court shall be read as references to the Court of Session or, as the case may be, the High Court in Northern Ireland.

This paragraph applies where an auditor’s notice of resignation is accompanied by a statement of circumstances which he considers should be brought to the attention of members or creditors of the society or branch. He may deposit with the notice a signed requisition calling on the committee of management of the society or branch forthwith duly to convene an extraordinary general meeting of the society or branch for the purpose of receiving and considering such explanation of the circumstances connected with his resignation as he may wish to place before the meeting. The society or branch shall, at the request of the auditor (unless the statement is received too late to comply)— If the committee of management does not within 21 days from the date of the deposit of a requisition under this paragraph proceed duly to convene a meeting for a day not more than 28 days after the date on which the notice convening the meeting is given, every member of the committee who failed to take all reasonable steps to secure that a meeting was convened as mentioned above is guilty of an offence and liable— If notice of the statement mentioned above is not given as required because received too late or because of the default of the society or branch, the auditor may (without prejudice to his right to be heard orally) require that the statement be read out at the meeting in question. The steps required by sub-paragraphs (3) and (5) above need not be taken if, on the application of the society or branch or of any other person who claims to be aggrieved, the court is satisfied that the rights conferred by this paragraph are being abused to secure needless publicity for defamatory matter; and the court may order the costs of the society or branch on such an application to be paid in whole or in part by the auditor, notwithstanding that he is not a party to the application. An auditor who has resigned has, notwithstanding his resignation, the rights conferred by section 75 above in relation to any such general meeting of the society or branch as is mentioned in sub-paragraph (3) above; and in such a case, the references in that section to matters concerning the auditors as auditors shall be construed as references to matters concerning him as a former auditor.

Where an auditor of a friendly society or registered branch ceases for any reason to hold office, he shall deposit at the registered office of the society or branch concerned— In a case falling within sub-paragraph (1)(a) above it shall also be the duty of the auditor, unless he receives notice of an application under sub-paragraph (4) below before the end of the period of 21 days beginning with the day on which he deposited the statement, to send the FCA and the PRA a copy within a further 7 days. In the case of resignation, the statement shall be deposited along with the notice of resignation; in the case of failure to seek re-appointment, the statement shall be deposited not less than 14 days before the end of the time allowed for next appointing auditors; in any other case, the statement shall be deposited not later than the end of the period of 14 days beginning with the date on which he ceases to hold office. If the statement is of circumstances which the auditor considers should be brought to the attention of the members or creditors of the society or branch, the society shall within 14 days of the deposit of the statement either— The society or branch shall if it applies to the court notify the auditor of the application. If the court is satisfied that the auditor is using the statement to secure needless publicity for defamatory matter— and the society or branch shall within 14 days of the court’s decision send to the persons mentioned in sub-paragraph (4)(a) above a statement setting out the effect of the order. If the court is not so satisfied, the society or branch shall within 14 days of the court’s decision— and the auditor shall within 7 days of receiving such notice send a copy of the statement to the FCA and the PRA. A society is to be regarded as sending a person a copy of the statement for the purposes of sub-paragraph (4)(a) or (7)(a) if it makes the information available to the person on a website; and the end date for the purposes of section 119AB(4)(b) is the day falling 28 days after the later of the two dates referred to in section 119AB(4)(a).

If a person ceasing to hold office as auditor fails to comply with paragraph 14 above, he is guilty of an offence and liable— If a society or branch makes default in complying with paragraph 14 above, it is guilty of an offence and liable—

The remuneration of auditor appointed by a friendly society or registered branch in general meeting shall be fixed by the society or branch in general meeting or in such manner as the society or branch in general meeting may determine. The remuneration of auditor appointed by the committee of management or the appropriate authority shall be fixed by the committee of management or the appropriate authority as the case may be. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . For the purposes of this paragraph “remuneration” includes sums paid in respect of expenses. This paragraph applies in relation to benefits in kind as to payments in cash .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Where an auditor of a friendly society or registered branch ceases for any reason to hold office, he must notify the appropriate audit authority. The notice must— If the statement so deposited is to the effect that he considers that there are no circumstances in connection with his ceasing to hold office that need to be brought to the attention of the members or creditors of the society or branch, the notice must also be accompanied by a statement of the reasons for his ceasing to hold office. The auditor must comply with this paragraph at the same time as he deposits a statement at the registered office of the society or branch in accordance with paragraph 14. If a person ceasing to hold office as auditor fails to comply with this paragraph, he is guilty of an offence and liable—

Where an auditor of a friendly society or registered branch ceases to hold office before the end of his term of office, the society or branch must notify the appropriate audit authority. The notice must— The society or branch must give notice under this paragraph— If a friendly society or registered branch fails to comply with this paragraph, it is guilty of an offence and liable—

In paragraphs 15A and 15B above “appropriate audit authority” means—