11Application for merger or transfer of engagements between societies

11 Application for merger or transfer of engagements between societies

(1) If 2 or more societies propose to consolidate all or any of their assets, liabilities and undertakings by way of merger, or transfer of engagements, the societies may, after complying with this section, apply for the registration of the merger, or transfer of engagements.

S. 11(2) amended by No. 37/1999 s. 58(Sch. 2 Pt 1 item 6).

(2) The proposed merger, or transfer of engagements, must have been approved by a special resolution of each society involved unless the Registrar has determined that it may be approved by the society's board.

S. 11(3) amended by No. 37/1999 s. 58(Sch. 2 Pt 1 item 6).

(3) A society that is to approve the proposed merger, or transfer of engagements, by special resolution must send to each of its members a statement approved by the Registrar specifying—

(a) the financial position of each of the societies as shown in financial statements that have been prepared as at a date that is not more than 6 months before the date of the statement; and

(b) any interest that any officer of any of the societies has in the proposed merger, or transfer of engagements; and

(c) any compensation or other consideration proposed to be paid, or any other incentive proposed to be given, to any officer or member of a society in relation to the proposed merger, or transfer of engagements; and

(d) whether the proposal is a merger, or transfer of engagements and the reason for the merger, or transfer of engagements; and

(e) the effect of the merger or transfer of engagements on entitlements and liabilities of members; and

(f) in the case of a merger—

(i) subject to section 9, the proposed name of the merged society;

(ii) the proposed address of the office of the merged society;

(iii) the proposals for the management and control of the business and operations of the merged society, pending election of a board of directors;

(iv) the proposed rules of the merged society;

S. 11(3)(g) amended by No. 37/1999 s. 58(Sch. 2 Pt 1 item 6).

(g) any other matter specified by the Registrar.

(4) The statement mentioned in subsection (3) must be sent to the members of the society so that it will, in the ordinary course of post, reach each member who is entitled to vote on the special resolution not less than 21 days before the date of the meeting at which the resolution is to be decided.

S. 11(5) amended by No. 37/1999 s. 58(Sch. 2 Pt 1 item 6).

(5) The Registrar may exempt a society from having to comply with subsection (3).