“(5A)

Subject to subsection (4) above, the Commission may authorise a member, servant or agent of the Commission, on producing evidence of his authority, to require a building society or connected undertaking—

(a)

to furnish to him forthwith such specified information as the Commission considers it needs for the purposes of its supervisory functions;

(b)

to produce to him forthwith such documents or other material as the Commission considers it needs for those purposes;

(c)

to provide to him forthwith such explanations of specified matters as the Commission considers it needs for those purposes.

(6)

Where by virtue of subsection (5)(a) to (c) above the Commission has power, or by virtue of subsection (5A) above an authorised person has power, to require the furnishing of any information, the production of any document or material or the provision of any explanation, by a building society or connected undertaking, the Commission or authorised person shall have the like power as regards any person who—

(a)

is or has been an officer or employee or agent of the society or undertaking; or

(b)

in the case of documents or material, appears to the Commission or authorised person to have the document or material in his possession or under his control.”

“(9)

Where, by virtue of subsection (5), (5A) or (6) above, the Commission or an authorised person requires the production by a building society or connected undertaking or any other person of documents or material, the Commission or authorised person may—

(a)

if the documents or material are produced, take copies of or extracts from them and require the person who produced them, or any other person who is a present or past director or officer of, or is or was at any time employed by, the building society or connected undertaking concerned, to provide an explanation of the documents or material; and

(b)

if the documents or material are not produced, require the person who was required to produce the documents or material to state, to the best of his knowledge and belief, where the documents or material are.”

“(13)

In this section—

“agent”, in relation to a building society or connected undertaking, includes its bankers, accountants, solicitors and auditors;

“approved”, in relation to an accountant or other person with relevant professional skill, means approved by the Commission;

“specified” means specified in a notice or requirement under this section.”

“(1A)

The said matters are—

(a)

whether the society has acquired or established, or allowed a subsidiary undertaking to acquire or establish, a business to which subsection (3) and subsection (4) or, as the case may be, subsection (5) of section 92A applied;

(b)

if the society has acquired or established, or allowed such an undertaking to acquire or establish, such a business, what the business is and whether the society complied with the requirements of subsection (1) of that section; and

(c)

if the society did not comply with those requirements, why the society nevertheless proceeded, or allowed the undertaking to proceed, with the acquisition or establishment.”

“(a)

any individual who for the first time subscribes for shares in the society, on his first subscribing for the shares, and”.

““the requisite shareholders” resolution’ has the meaning given by paragraph 30(1) of Schedule 2;”.

“(13)

References in this section, and the other applicable provisions of this Act, to a company include references to a body corporate which—

(a)

is incorporated in an EEA State other than the United Kingdom; and

(b)

has power under its constitution to offer its shares or debentures to the public;

and in this subsection “EEA State” means a Contracting Party to the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 as adjusted by the Protocol signed at Brussels on 17th March 1993.”

“(3A)

Any reference in this Act (however expressed) to loans being owed to a building society or a subsidiary undertaking of a building society is a reference to their being so owed either at law or in equity.”

“(4)

Subject to sections 9A(7) and 83A(7), the value in sterling of—

(a)

any transaction effected by or with a building society or connected undertaking in another currency, or

(b)

any assets or liabilities of a building society or connected undertaking denominated in another currency,

shall be determined for any purpose of this Act in accordance with directions given by the Commission under this subsection.”

“(4)

In this Act “memorandum”, in relation to a building society, means the memorandum of the purpose and the extent of the powers of the society including the record of any alteration under paragraph 4 below.”

“(1)

The memorandum of a building society shall state the purpose or principal purpose of the society to be that of making loans which are secured on residential property and are funded substantially by its members.

(2)

The memorandum of a building society shall specify—

(a)

the name of the society and the address of its principal office;

(b)

any purposes of the society other than that mentioned in sub-paragraph (1) above; and

(c)

the powers of the society.”

“(1)

A building society may by special resolution alter its purposes, alter its powers or alter its rules.”

“(1)

Every building society shall maintain a register of members showing—

(a)

the name and address of each member; and

(b)

whether each member is a shareholding member or a borrowing member or both.”

“(2)

Notice of the meeting shall, subject to those provisions, be given also to every person—

(a)

who becomes a shareholding or borrowing member of the society after the date of the notice under sub-paragraph (1) above and before the specified date; or

(b)

who, being such a member at the date of that notice, attains the age of 18 after that date and on or before the date of the meeting,

and who would (in either case) be eligible to vote at the meeting if he remained such a member until the date of the meeting.

(2A)

In sub-paragraph (2) above “the specified date” means the date specified by the society as the final date for the receipt of instruments appointing proxies to vote at the meeting.”

“(1)

A member of a building society is entitled to vote—

(a)

on an ordinary resolution or a special resolution if he was, at the end of the last financial year before the voting date, and is, on that date, a shareholding or borrowing member of the society;

(b)

on a shareholding members’ resolution, if he was, at the end of that year, and is, on that date, a shareholding member of the society; and

(c)

on a borrowing members’ resolution if he was, at the end of that year, and is, on that date, a borrowing member of the society,

but subject, in either case, to paragraphs 5(3), 7(4) and 8(4) above and, in the case of paragraphs (a) and (b), to sub-paragraph (3) below.”

“(3)

If the rules of the society so provide, a shareholding member is not entitled to vote on an ordinary resolution or a special resolution as such a member, or to vote on a shareholding members’ resolution—

(a)

if he did not have a qualifying shareholding at the qualifying shareholding date; or

(b)

if he ceased to hold shares at some time between that date and the voting date.

(4)

Where a building society’s rules make such provision as is mentioned in sub-paragraph (3)(a) above, a shareholding member shall be taken to have had a qualifying shareholding at the qualifying shareholding date if he had such a holding—

(a)

at the end of the last financial year before the voting date, except where paragraph (b) below applies; or

(b)

in a case where the voting date falls during that part of a financial year which follows the conclusion of the annual general meeting commenced in that year, at the beginning of the period of 56 days immediately preceding the voting date for members voting in person at a meeting or, as the case may be, on a postal ballot.”

“(4A)

Every form for the appointment of a proxy sent by a building society to persons entitled to notice of a meeting of the society must contain provision enabling that person to direct the proxy how to vote at the meeting.”

“27A

A resolution of a building society shall be a shareholding members’ resolution when it has been passed by not less than three-quarters of the number of the shareholding members of the society—

(a)

qualified to vote on a shareholding members’ resolution; and

(b)

voting in person or by proxy on a poll on the resolution at a meeting of the society of which notice specifying the intention to move the resolution as a shareholding members’ resolution has been duly given.”

“(1)

A resolution of a building society shall be a borrowing members’ resolution when it has been passed by a majority of the borrowing members of the society voting in person or by proxy on a poll on the resolution at a meeting of the society of which notice specifying the intention to move the resolution as a borrowing members’ resolution has been duly given.”

“(5)

Notice of the postal ballot shall, subject to those provisions, be given also to every person—

(a)

who becomes a shareholding or borrowing member of the society after the date of the notice under sub-paragraph (4) above and before the voting day; or

(b)

who, being such a member at the date of that notice, attains the age of 18 after that date and on or before the voting day,

and who would (in either case) be eligible to vote in the election or on the resolution if he remained such a member until that day.”

“(2)

A person making a declaration in pursuance of sub-paragraph (1) above shall—

(a)

declare that he has attained the age of 18 years or will have attained that age on or before the voting date or, where he is voting by proxy, on or before the date of the meeting;

(b)

where the vote is to be cast on a shareholding members’ resolution, declare—

(i)

that on the voting date he is or, so far as he can reasonably foresee, will be a shareholder of the society; and

(ii)

where the person is not entitled to vote unless he had a qualifying shareholding on the qualifying shareholding date, that he had or, so far as he can reasonably foresee, will have such a shareholding on that date;

(c)

where the vote is to be cast on a borrowing members’ resolution, declare that on the voting date he is or, so far as he can reasonably foresee, will be a borrowing member of the society; and

(d)

where the vote is to be cast on an ordinary or special resolution, declare either as mentioned in paragraph (b) above, or as mentioned in paragraph (c) above, or both.”

“ Calling of special meeting

4A

If the rules of the society so provide, any dispute in respect of a refusal by a building society to call a special meeting required to be called under paragraph 20A(1)(a) of Schedule 2 to this Act shall be referred to arbitration.”

“(2)

In any case where merger resolutions are to be moved at any meeting of a building society, every notice of the meeting shall have included in or with it—

(a)

a merger statement with respect to any merger proposal, other than a proposal of which notice has already been given under this paragraph, received by it more than 42 days before the date of the meeting; and

(b)

a transfer proposal notification with respect to any transfer proposal so received by it.

(3)

In this paragraph and paragraph 5 below—

“transfer proposal” has the same meaning as in Part IA of Schedule 17;

“transfer proposal notification” means a transfer proposal notification (within the meaning of that Part) required to be sent to members by paragraph 5B(1) of that Schedule.”