Vote Bundle Text (930318-02)

Amendments proposed to the Co-operatives and Community Bill - continued	House of Commons

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Purported contracts, deeds and obligations

Mr Mark Todd

NC4

To move the following Clause:—

'(1) After section 29 of the 1965 Act insert—

"29APurported contracts, deeds and obligations (1) A contract which purports to be made by or on behalf of a registered society at a time when the society has not been registered under this Act has effect, subject to any agreement to the contrary, as one made with the person purporting to act for the society or as agent for it.

(2) Accordingly, the contract is to be treated—

(a) as imposing on that person all the obligations it purports to impose on the society; and

(b) as conferring on him all the rights it purports to confer on the society.

(3) Subsections (1) and (2) of this section apply—

(a) to the making of a deed under the law of England and Wales, and

(b) to the undertaking of an obligation under the law of Scotland,

as they apply to the making of a contract."

(2) In section 76 of the 1965 Act, after subsection (2) insert—

"(2A) In section 29A(1) of this Act—

(a) the reference to a registered society includes a reference to a society registered under the law for the time being in force in Northern Ireland for purposes corresponding to those of this Act; and

(b) the reference to this Act includes a reference to that law."'.

Execution of deeds and other documents

Mr Mark Todd

NC5

To move the following Clause:—

'(1) After section 29A of the 1965 Act (which is inserted by section [Purported contracts, deeds and obligations]) insert—

"29B Common seal

(1) Notwithstanding any enactment or rule of law, a registered society need not have a common seal.

(2) If a registered society has a common seal, the society shall have its registered name engraved on the seal in legible characters.

(3) If, after the coming into force of subsection (1) of this section, a registered society decides to have a common seal, it shall not cause such a seal to be made unless the registered rules of the society contain provision for the custody and use of that seal.

(4) Section 62 of this Act does not apply in respect of an offence committed by a registered society under section 61 of this Act where the offence consists of a failure to comply with subsection (2) or (3) of this section.

(5) Any officer of a registered society, or any other person acting on such a society's behalf, who uses or authorises the use of any seal purporting to be the common seal of the society which does not have the society's registered name engraved on it in legible characters shall be liable on summary conviction to a fine not exceeding level 3 on the standard scale.

(6) In this section "enactment" includes an enactment comprised in—

(a) an Act of the Scottish Parliament;

(b) subordinate legislation, whether made under an Act or an Act of the Scottish Parliament.

29C Methods for execution of documents: England and Wales

(1) The following provisions have effect with respect to the execution of documents by a registered society under the law of England and Wales.

(2) A registered society may, if it has a common seal, execute a document by affixing that seal to it.

(3) A document—

(a) signed by a member of the committee of a registered society and the secretary of the society, or by two members of that committee, and

(b) expressed (in whatever form of words) to be executed by the society,

has the same effect as if it were executed under the common seal of the society.

(4) A document executed by a registered 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.

(5) In favour of a purchaser a document shall be deemed to have been duly executed by a registered society if it purports to be signed by a member of the committee of the society and the secretary of the society, or by two members of the committee, 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.

(6) Subsections (3) to (5) of this section apply whether or not the society has a common seal; and, in subsection (5) of this section, "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.

29D Execution of documents: Scotland

(1) Under the law of Scotland, for the purposes of any enactment—

(a) providing for a document to be executed by a registered society by affixing its common seal, or

(b) referring (in whatever terms) to a document so executed,

a document signed or subscribed by or on behalf of the society in accordance with the provisions of the Requirements of Writing (Scotland) Act 1995 shall have effect as if so executed.

(2) In this section "enactment" includes an enactment comprised in—

(a) an Act of the Scottish Parliament;

(b) subordinate legislation, whether made under an Act or an Act of the Scottish Parliament.

29E Power of society to have official seal for use abroad

(1) This section applies to a registered society if—

(a) it has a common seal; and

(b) its objects require or comprise the transaction of business in foreign countries.

(2) The society may, if authorised by its registered rules, have an official seal for use in any territory, district, or place elsewhere than in the United Kingdom.

(3) An "official seal" is a facsimile of the society's common seal with the addition on its face of the name of every territory, district or place where it is to be used.

29F Effect of use of official seal

The official seal of a registered society when duly affixed to a document has the same effect as the society's common seal.

29G Authorisation of use of official seal

(1) If a registered society has an official seal, it may authorise any person appointed for the purpose as respects any territory, district or place appearing on the face of that seal to affix it to any deed or other document to which the society is party there.

(2) An authorisation for the purposes of subsection (1) of this section must be given—

(a) in the case of a society with its registered office in Scotland, by writing subscribed in accordance with the Requirements of Writing (Scotland) Act 1995; and

(b) in any other case, by writing under the society's common seal.

(3) As between the society and a person dealing with such an agent, the agent's authority continues—

(a) if a period is mentioned in the authorisation, during that period; or

(b) if no period is there mentioned, until notice of the revocation or determination of the agent's authority has been given to the person dealing with him.

(4) The person affixing the official seal shall certify in writing on the deed or other instrument to which the seal is affixed the date on which and the place at which it is affixed."

(2) In section 3 of the 1965 Act (registration to effect incorporation of society), omit "a common seal and with".

(3) In subsection (6) of section 5 of the 1965 Act (registered name of society) omit "engraven in legible characters on its seal and".

(4) In subsection (7) of that section—

(a) omit paragraph (a); and

(b) in paragraph (b) for "that name" substitute "the society's registered name".

(5) Omit section 36 of the 1965 Act (provision about the execution of documents by societies in Scotland which has been superseded and repealed there but which remains in force elsewhere).

(6) In section 76(2) of the 1965 Act (provisions which apply to Northern Ireland societies that have recorded their rules with the Financial Services Authority), for "26 to" substitute "26 to 29, 29B to 29D,".

(7) For paragraph 13 of Schedule 1 to the 1965 Act substitute—

"13. If the society is to have a common seal, provision for its custody and use."

(8) In section 91 of the Land Registration Act 2002 (c. 9) (formalities in relation to electronic dispositions) after subsection (9) insert—

"(9A) If subsection (3) of section 29C of the Industrial and Provident Societies Act 1965 (execution of documents) applies to a document because of subsection (4) above, subsection (5) of that section (presumption of due execution) shall have effect in relation to the document with the substitution of "authenticated" for "signed"."

(9) The Schedule to this Act (which contains repeals made as a result of this section) shall have effect.'.

Channel Islands

Mr Mark Todd

NC6

To move the following Clause:—

'(1) Her Majesty may by Order in Council direct that any provision of this Act or any instrument made under or by virtue of it shall extend, with such modifications (if any) as may be specified in the Order, to any of the Channel Islands.

(2) An Order in Council under this section may contain such transitional, incidental or supplementary provision as appears to Her Majesty to be necessary or expedient.'.

Commencement

Mr Mark Todd

NC7

To move the following Clause:—

'(1) The preceding provisions of this Act shall come into force on such day as the Treasury may by order appoint, and different days may be so appointed for different purposes.

(2) An order under this section shall be made by statutory instrument and may contain such transitional provisions as appear to the Treasury to be necessary or expedient.'.

Financial Services Authority investigations

Mr Gareth Thomas

NC8

To move the following Clause:—

'The Financial Services Authority may investigate of its own volition a cooperative and community benefit society if it suspects wrongdoing.'.

Application of company accounts and audit provisions to societies

Mr Andrew Love
Dr Doug Naysmith

NC9

To move the following Clause:—

'—.Part VII of the Companies Act 1985 as for the time being in force shall apply to any society registered under the Industrial and Provident Societies Act 1965 as if that society were a company.'.

NEW SCHEDULES

Mr Mark Todd

NS1

To move the following Schedule:—

'Repeals

Short title and chapter	Extent of repeal
Industrial and Provident Societies Act 1965 (c. 12)	In section 3, the words "a common seal and with". In section 5, in subsection (6) the words "engraven in legible characters on its seal and", and subsection (7)(a). Section 36.'.




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