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| | (c) | in accordance with guidance or advice given by that person in that |
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| | person’s capacity as a Minister of the Crown (within the meaning of the |
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| | Ministers of the Crown Act 1975)”. |
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| | ( ) | In section 22(5) of the Company Directors Disqualification Act 1986 (definition |
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| | of “shadow director”) for the words from “(but” to the end substitute “, but so that |
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| | a person is not deemed a shadow director by reason only that the directors act— |
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| | (a) | on advice given by that person in a professional capacity; |
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| | (b) | in accordance with instructions, a direction, guidance or advice given by |
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| | that person in the exercise of a function conferred by or under an |
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| | |
| | (c) | in accordance with guidance or advice given by that person in that |
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| | person’s capacity as a Minister of the Crown (within the meaning of the |
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| | Ministers of the Crown Act 1975)”.” |
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| | Member’s explanatory statement
|
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| | This amendment amends the definitions of “shadow director” in the Insolvency Act 1986 and the |
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| | Company Directors Disqualification Act 1986 to ensure consistency with the definition in section |
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| | 251 of the Companies Act 2006 as it is being amended by clause 79 (and see amendments 147, 148 |
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| | |
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| |
| Clause 79, page 51, line 14, leave out “or a direction” and insert “, a direction, |
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| |
| | Member’s explanatory statement
|
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| | This amendment provides that a person exercising a function conferred by or under an enactment |
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| | is not a shadow director for the purposes of the Companies Act 2006 where the directors act on |
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| | advice or guidance given by the person in the exercise of such a function. |
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| |
| |
| Clause 79, page 51, line 17, leave out “issued” and insert “given” |
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| | Member’s explanatory statement
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| | This amendment makes a minor change to ensure consistency in the language used in the |
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| | provisions being inserted by clause 79 into section 251 of the Companies Act 2006. |
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| |
| |
| Clause 79, page 51, line 19, at end insert— |
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| | “( ) | In section 1293 of the Companies Act 2006 (meaning of “enactment”) after |
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| | |
| | “(aa) | an enactment contained in, or in an instrument made under, a |
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| | Measure or Act of the National Assembly for Wales,”.” |
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| | Member’s explanatory statement
|
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| | This amendment adds legislation made by the National Assembly for Wales to the definition of |
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| | “enactment” in the Companies Act 2006 (Scottish and Northern Ireland legislation are already |
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| | included). “Enactment” is used in the new exemptions for shadow directors inserted by clause 79. |
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| | This amendment therefore ensures those exemptions have the correct scope. |
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| |
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| |
| |
| Clause 80, page 52, leave out line 13 and insert— |
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| | “(5) | For the purposes of this Part, each of the following is a review period—” |
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| | Member’s explanatory statement
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| | This amendment is consequential on amendment 26. |
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| |
| |
| Clause 80, page 52, leave out lines 16 to 18 and insert— |
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| | “(b) | each period of 12 months beginning with the day after the end of the |
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| | |
| | (5A) | But where a company delivers a confirmation statement with a confirmation date |
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| | which is earlier than the last day of the review period concerned, the next review |
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| | period is the period of 12 months beginning with the day after the confirmation |
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| | |
| | Member’s explanatory statement
|
|
| | This amendment provides for a default review period of 12 months from the end of the previous |
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| | review period. This default review period will apply where no confirmation statement has been |
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| | delivered by a company for the previous review period. |
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| |
| |
| |
| Clause 80, page 57, line 38, leave out subsection (2) and insert— |
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| | “(2) | A person guilty of an offence under subsection (1) is liable— |
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| | (a) | on conviction on indictment, to imprisonment for a term not exceeding |
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| | two years or a fine (or both); and |
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| | (b) | on summary conviction— |
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| | (i) | in England and Wales, to imprisonment for a term not exceeding |
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| | 12 months or a fine (or both); |
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| | (ii) | in Scotland, to imprisonment for a term not exceeding 12 months |
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| | or to a fine not exceeding the statutory maximum (or both); |
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| | (iii) | in Northern Ireland, to imprisonment for a term not exceeding six |
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| | months or to a fine not exceeding the statutory maximum (or |
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| | |
| |
| |
| Clause 81, page 59, line 10, after “(5)” insert “and (5A)” |
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| | Member’s explanatory statement
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| | This amendment is consequential on amendment 26. |
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| |
| |
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| |
| |
| Schedule 8, page 214, line 27, leave out “11C” and insert “11E” |
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| | Member’s explanatory statement
|
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| | This amendment corrects a cross-reference to ensure that none of the provisions setting out the |
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| | new ground for disqualifying a person for instructing an unfit director will apply to industrial and |
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| | provident societies in Northern Ireland, to correspond with consequential amendments being |
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| | made to that effect in Great Britain. |
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| |
| |
| Clause 107, page 84, line 3, after “assignment” insert “(or, in Scotland, |
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| |
| | Member’s explanatory statement
|
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| | This amendment and amendment 164 make technical changes to reflect different legal terminology |
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| | |
| |
| |
| Clause 107, page 84, line 5, after “assignment” insert “(or, in Scotland, |
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| |
| | Member’s explanatory statement
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| | See the explanatory statement to amendment 163. |
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| |
| |
| Clause 110, page 85, line 30, leave out from beginning to end of line 33 and |
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| |
| | “( ) | Subsection (2) is subject to any provision of this Act, the rules or any other |
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| | legislation, or any order of the court— |
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| | (a) | requiring a decision to be made, or prohibiting a decision from being |
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| | made, by a particular qualifying decision procedure (other than a |
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| | creditors’ meeting or a contributories’ meeting); |
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| | (b) | permitting or requiring a decision to be made by a creditors’ meeting or |
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| | a contributories’ meeting.” |
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| | Member’s explanatory statement
|
|
| | This amendment enables the Insolvency Rules to make provision for particular decisions by |
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| | creditors and contributories to be made by specific decision making processes, including by way |
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| | |
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| |
| |
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| |
| |
| Clause 110, page 86, line 6, leave out from “decision” to end of line 16 and insert |
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| “about any matter, unless— |
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| | (a) | a decision about the matter is required by virtue of this Act, the rules, or |
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| | any other legislation to be made by a qualifying decision procedure, or |
|
| | (b) | the court orders that a decision about the matter is to be made by a |
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| | qualifying decision procedure. |
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| | ( ) | If the rules provide for a company’s creditors or contributories to make a decision |
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| | about the remuneration of any person, they must provide that the decision is to be |
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| | made by a qualifying decision procedure.” |
|
| | Member’s explanatory statement
|
|
| | This amendment clarifies that a process of deemed consent may not be used to make a decision |
|
| | where the Insolvency Act 1986, the Insolvency Rules, other legislation or the court specify that it |
|
| | may not, or where the creditors or contributories make a decision about an office-holder’s |
|
| | |
| |
| |
| Clause 110, page 86, line 30, leave out from “Otherwise” to the end of line 31 and |
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| |
| | “(a) | the creditors or (as the case may be) the contributories are to be treated as |
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| | not having made a decision about the matter in question, and |
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| | (b) | if a decision about that matter is again sought from the creditors or (as the |
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| | case may be) the contributories, it must be sought using a qualifying |
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| | |
| | Member’s explanatory statement
|
|
| | This amendment clarifies that where a deemed consent procedure fails to produce a decision on a |
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| | matter, there is a power but not a duty to seek a decision on the matter using a qualifying decision |
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| | |
| |
| |
| Clause 110, page 86, line 34, leave out “participate” and insert “vote” |
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| | Member’s explanatory statement
|
|
| | This amendment and amendments 169, 172, 173, 180, 183, 184, 185 and 186 draw a distinction |
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| | between the rights of creditors and contributories to vote in decision making procedures and the |
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| | rights of other parties, such as company officers and bankrupt individuals, to participate but not |
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| | |
| |
| |
| Clause 110, page 86, line 37, leave out “participate” and insert “vote” |
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| |
| |
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| |
| |
| Clause 110, page 86, leave out lines 38 to 43 |
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| | Member’s explanatory statement
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|
| | This amendment removes the definition of “office-holder” from clause 110. This definition is no |
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| | longer required in consequence of the amendments made by amendment 166. |
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| |
| |
| Clause 110, page 87, line 15, at end insert— |
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| | “( ) | the rights of creditors, contributories and others to be given notice of, |
|
| | and participate in, procedures,” |
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| | Member’s explanatory statement
|
|
| | This amendment clarifies that the Insolvency Rules may determine who receives notice of decision |
|
| | making processes in order to participate and vote in them. The Rules will provide for cases where |
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| | creditors who have opted out of receiving further correspondence will not be sent notices. |
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| |
| |
| Clause 110, page 87, line 16, leave out “participate” and insert “vote” |
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| |
| |
| Clause 110, page 87, line 18, after “participate” insert “or vote” |
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| |
| |
| Clause 111, page 87, line 38, after “where” insert “, for the purposes of this Group |
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| |
| | Member’s explanatory statement
|
|
| | This amendment inserts a reference to a Group of Parts into clause 111. This is to make the |
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| | language used in clause 111 consistent with that used in clause 110. |
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| |
| |
| Clause 111, page 87, line 38, leave out “a person’s” and insert “an individual’s” |
|
| | Member’s explanatory statement
|
|
| | This amendment changes the way to which a natural person is referred in clause 111 in order to |
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| | make it consistent with the language used elsewhere in the Insolvency Act 1986. |
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| |
| |
| Clause 111, page 88, line 5, leave out from beginning to end of line 7 and insert— |
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|
|
| |
| |
|
| | “( ) | Subsection (2) is subject to any provision of this Act, the rules or any other |
|
| | legislation, or any order of the court— |
|
| | (a) | requiring a decision to be made, or prohibiting a decision from being |
|
| | made, by a particular creditors’ decision procedure (other than a |
|
| | |
| | (b) | permitting or requiring a decision to be made by a creditors’ meeting.” |
|
| | Member’s explanatory statement
|
|
| | This amendment enables the Insolvency Rules to make provision for particular decisions by |
|
| | creditors to be made by specific decision making procedures, including by way of a physical |
|
| | |
| |
| |
| Clause 111, page 88, line 21, leave out “a person’s” and insert “an individual’s” |
|
| | Member’s explanatory statement
|
|
| | This amendment changes the way to which a natural person is referred in clause 111 in order to |
|
| | make it consistent with the language used elsewhere in the Insolvency Act 1986. |
|
| |
| |
| Clause 111, page 88, line 22, leave out from first “matter” to end of line 30 and |
|
| |
| | (a) | a decision about the matter is required by virtue of this Act, the rules or |
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| | any other legislation to be made by a creditors’ decision procedure, or |
|
| | (b) | the court orders that a decision about the matter is to be made by a |
|
| | creditors’ decision procedure. |
|
| | ( ) | If the rules provide for an individual’s creditors to make a decision about the |
|
| | remuneration of any person, they must provide that the decision is to be made by |
|
| | a creditors’ decision procedure.” |
|
| | Member’s explanatory statement
|
|
| | This amendment clarifies that a process of deemed consent may not be used to make a decision |
|
| | where the Insolvency Act 1986, the Insolvency Rules, other legislation or the court specify that it |
|
| | may not, or where the creditors make a decision about an office-holder‘s remuneration. |
|
| |
| |
| Clause 111, page 88, line 42, leave out from “Otherwise” to end of line 43 and |
|
| |
| | “(a) | the creditors are to be treated as not having made a decision about the |
|
| | |
| | (b) | if a decision about that matter is again sought from the creditors, it must |
|
| | be sought using a creditors’ decision procedure.” |
|
| | Member’s explanatory statement
|
|
| | This amendment clarifies that where a deemed consent procedure fails to produce a decision on a |
|
| | matter, there is a power but not a duty to seek a decision on the matter using a creditors’ decision |
|
| | |
| |
| |
| Clause 111, page 89, line 3, leave out “participate” and insert “vote” |
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|
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| |
| |
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| |
| |
| Clause 111, page 89, leave out lines 4 to 8 |
|
| | Member’s explanatory statement
|
|
| | This amendment removes the definition of “office-holder” from clause 111. This definition is no |
|
| | longer required in consequence of the amendments made by amendment 178. |
|
| |
| |
| Clause 111, page 89, line 24, at end insert— |
|
| | “( ) | the rights of creditors and others to be given notice of, and participate |
|
| | |
| | Member’s explanatory statement
|
|
| | This amendment clarifies that the Insolvency Rules may determine who receives notice of decision |
|
| | making processes in order to participate and vote in them. The Rules will provide for cases where |
|
| | creditors who have opted out of receiving further correspondence will not be sent notices. |
|
| |
| |
| Clause 111, page 89, line 25, leave out “participate” and insert “vote” |
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| |
| |
| Clause 111, page 89, line 26, after “participate” insert “or vote” |
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| |
| |
| Clause 112, page 90, line 14, after “participate” insert “and vote” |
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| |
| |
| Clause 113, page 91, line 28, after “participate” insert “and vote” |
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|