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Provisions as to voting, general courts, Directors, etc.
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2.—(1) Notwithstanding anything to the contrary contained in the Charter or in the Bank's Acts,
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(a) no banking company registered outside Saorstát Eireann or banking corporation trust or other company carrying on its principal business outside Saorstát Eireann shall be qualified to vote or capable of voting at any general court or otherwise through a trustee nominee or other person or otherwise in any matter relating to the affairs or government of the Bank, and
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(b) the members of the Bank duly assembled in a general court may from time to time by resolution reduce or increase as they think fit the number of the Directors (exclusive of the Governor and the Deputy Governor) of the Bank and fix the amount of capital stock of the Bank which must be held as their qualifications by the Governor Deputy Governor and Directors respectively and may from time to time fix the quorum of Directors necessary for the transaction of business, and
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(c) the Governor and Deputy Governor and at least three fourths of the other Directors shall be domiciled and resident in Saorstát Eireann, and
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(d) all members of the Bank holding the amount of the capital stock of the Bank necessary to qualify them to vote shall have the same rights of voting at general courts whether the capital stock of the Bank of which they are the registered holders or any part thereof is held by them in their own right or in trust for any other person or persons or for any company or corporation not disqualified to vote by paragraph (a) of this sub-section: Provided that where capital stock in the Bank is held in trust for the same company corporation person or persons by different members of the Bank not more than one of such members of the Bank shall be entitled to vote at any general court, and
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(e) where capital stock of the Bank is registered in the names of two or more persons as joint holders thereof any one of such persons shall have the same right to vote at any general court as if he were solely entitled thereto and if more than one of such joint holders be present at any general court that one of the said persons so present whose name stands first on the register in respect of such capital stock shall alone be entitled to vote, and
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(f) any company or corporation holding the amount of the capital stock of the Bank necessary to entitle members to vote for the period prescribed by the Charter and not being disqualified to vote by paragraph (a) of this sub-section may by resolution of its directors or governing body appoint any person to vote at any general court and the person so appointed shall have the same right of voting at such general court on behalf of the company or corporation by which he shall have been appointed as if he were a member of the Bank: Provided that a duly authenticated copy of such resolution shall in every case be sent or delivered to the Secretary of the Bank at least seven days before the holding of the general court or courts at which such person is to be entitled to vote on behalf of such company or corporation, and
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(g) at any general court a poll of the members of the Bank qualified to vote at general courts may be demanded by the Chairman presiding at such general court or by at least nine other persons qualified to vote and personally present and if a poll is duly demanded it shall be taken in such manner and at such time and place as the Chairman shall direct and the result of the poll shall be deemed to be the resolution of the general court at which the poll was demanded, and
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(h) any member of the Bank holding the amount of the capital stock of the Bank necessary to qualify members to vote may be required by the Directors to declare by statutory declaration whether he is entitled to the capital stock of which he is the registered holder in his own right or otherwise and if the whole or any part of such capital stock is held by him otherwise than in his own right to disclose and specify every company corporation person or persons in trust for whom or on whose behalf he holds the same and where any member has been required to make such declaration as aforesaid the making by him of such declaration shall be a condition precedent to the right of such member to vote at any general court, and
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(i) the Bank shall not absorb any other bank without the consent in writing of the Minister for Finance previously obtained, and
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(j) the Bank shall not be absorbed by any other bank corporation trust or other company whatsoever, and
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(k) notwithstanding any notice of any trust the Bank so far as not restrained by Order or Rules of Court shall pay the dividends on the capital stock of the Bank for the time being to the members of the Bank appearing from the Register to be the owners thereof and shall allow such members to sell and transfer such capital stock, and
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(l) the members of the Bank may by bye-laws duly made under the Charter determine the number of general courts to be held in every year and may for that purpose reduce or increase as they think fit the number of such general courts as fixed by the Charter or by such bye-laws, but so that not less than one general court shall be held in every year, and
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(m) the members of the Bank may by bye-laws duly made under the Charter appoint the days on which general courts shall be held, and
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(n) whenever the number of general courts is fixed or the dates for holding general courts are appointed by such bye-laws, general courts shall be summoned in accordance with such bye-laws and not otherwise.
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(2) Nothing in this section shall prejudice or affect the summoning at any time in accordance with the Charter of a general court on the demand of nine or more members of the Bank qualified as mentioned in the Charter.
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