Harbours Act 2015

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Form of memorandum and articles of association of transferred company

13. (1) (a) The memorandum and articles of association of a transferred company on and from the company transfer day shall be in such form consistent with this Act and the Act of 1996 as may be approved by the local authority chief executive concerned.

(b) Subject to section 14 , a transferred company shall, as soon as practicable after the company transfer day, make such amendments, if any, to its memorandum and articles of association as it considers necessary or expedient in consequence of the vesting of shares by virtue of an order under section 8.

(2) The articles of association of a transferred company shall provide that—

(a) the transferred company shall consult with any recognised trade union or staff association concerned for the purposes of negotiations in relation to pay and conditions of service of members of its staff,

(b) the transferred company shall not establish or acquire a subsidiary without the approval of the local authority chief executive,

(c) the aggregate amount standing invested (whether by the purchase of shares or the provision of loans or guarantees of loans) by the transferred company in undertakings (other than subsidiaries) shall not exceed €1,250,000 without the approval of the local authority chief executive.

(3) (a) Subject to paragraph (b), a harbour master may attend formal meetings of directors of the transferred company by whom he or she is employed and may, if the directors, in their discretion, permit him or her to do so, take part in the deliberations by those directors of any matter arising at such a meeting.

(b) The directors of a transferred company may, where they are of the opinion that the attendance by the harbour master at a particular meeting aforesaid or at a part of such a meeting would not be in the best interests of the proper and orderly conduct by them of business at that meeting or the administration of the transferred company’s affairs generally, require the harbour master not to exercise his or her right to attend that meeting or a specified part of that meeting and the harbour master shall comply with such a requirement.

(c) Nothing in this subsection shall be construed as conferring on a harbour master a right to cast a vote in respect of any matter arising at a meeting aforesaid.