Board of directors
48 Board of directors
The business and operations of a society shall be managed and controlled by a board of directors, and for that purpose the board, except as provided in this section, shall have and may exercise the powers of the society as if they had been expressly conferred on the board by a general meeting of the society.
The powers of the board shall be subject to any restrictions imposed thereon by this Act or the regulations or by the rules of the society.
Every director acting in the business or operations of the society pursuant to the rules or to a resolution duly passed by the board shall be deemed to be the agent of the society for all purposes within the objects of the society.
The acts of a director shall be valid notwithstanding any defect that may afterwards be discovered in his appointment or qualification.
A director shall not be held liable to the society for any loss that the society may sustain, unless the loss was due to his misconduct or negligence or to his failure to comply with any of the provisions of this Act or of the regulations or of the rules of the society.
The directors shall be elected at a general meeting of the society in accordance with the rules of the society:
Provided that the first directors shall be elected at the meeting for the formation of the society.
The number of directors shall not be less than five and no person shall be qualified to be a director unless he is a member of the society:
S. 48(7) Proviso inserted by No. 8298 s. 4(1).
Provided that where the Registrar, on application made by the society, is satisfied that the election of five directors is onerous having regard to the total number of members of the society and the volume of its business the Registrar may authorize the society in writing to carry on business with three directors and the society may act accordingly.
S. 48(8) amended by No. 8298 s. 4(2).
Meetings of the board shall be held as often as may be necessary for properly conducting the business and operations of the society, but shall be held at least quarterly, and a quorum of a meeting of the board shall be as prescribed by the rules of the society but shall not in any case be less than half the number of directors.
The chairman of the board shall be elected by the board in accordance with the rules of the society, and shall hold office and retire, and may be removed from office, as prescribed by the rules of the society.
The directors shall hold office and retire, and may be removed from office, as prescribed by the rules of the society.
The office of a director shall be vacated in such circumstances, if any, as may be prescribed by the rules of the society, and in any of the following cases, that is to say—
if he becomes bankrupt or insolvent or assigns his estate for the benefit of or compounds with his creditors;
S. 48(11)(b) substituted by No. 7332 s. 2(Sch. 1 item 16), amended by Nos 59/1986 s. 143(2), 26/2014 s. 455(Sch. item 4), 39/2022 s. 795.
if he becomes of unsound mind or becomes a patient within the meaning of the Mental Health and Wellbeing Act 2022;
if he is convicted of any offence under this Act, or if he is convicted of any indictable offence or of any offence punishable on summary conviction for which he is sentenced to imprisonment otherwise than in default of payment of a fine;
if he absents himself from three consecutive ordinary meetings of the board without its leave;
S. 48(11)(e) amended by No. 6618 s. 4(1)(a).
if within two months after any money becomes due by him to the society in respect of shares in the society in relation to which he has obtained an advance he does not pay the same;
S. 48(11)(ea) inserted by No. 6618 s. 4(1)(b).
if he fails to pay any moneys due by him to the society (not being in respect of shares in relation to which he has obtained an advance from the society) within one month after notice in writing requiring the payment of such moneys has been given to him by the society;
if he ceases to be a member of the society;
if by notice in writing to the board he resigns his office;
if he is removed from office by resolution of a general meeting of the society; or
if he has, except as provided in this section, a direct or indirect pecuniary interest in any agreement with the society otherwise than as a member of, and in common with the other members of, another company or corporate body consisting of more than twenty persons.
The provisions of paragraph (i) of the last preceding subsection shall not be deemed to extend to any advance to the director made by the society in accordance with a special resolution.
A director shall not vote upon any question in which he has any direct or indirect pecuniary interest otherwise than as a member and in common with the other members of the society, and if he votes, his vote shall not be counted.
Any vacancy occurring on the board shall be filled as prescribed by the rules of the society.
No. 6138 s. 49.
This Act’s bill:Second reading speech
The statute text is free to read above. View subscription options to unlock the case-law research tools for each provision.