Section 60 Directors: elections and retirements.

Except in so far as they may be co-opted by virtue of subsection (13) below, the directors of a building society must be elected to office, either—

as the rules provide.

Where directors of a building society are to be elected to office on a poll taken at the annual general meeting of the society, a form for the appointment of a proxy shall be sent to each person entitled to notice of the meeting.

The persons entitled to vote in an election of directors of a building society are those members of the society who, on the voting date, are entitled to vote on an ordinary resolution of the society.

Where, in the case of an election of directors of a building society, there are more candidates than vacancies to be filled by the election, a person entitled to vote in the election—

Where, in the case of an election of directors of a building society, there are not more candidates than vacancies to be filled by the election—

Subject to subsections F5(4A) F6... and (9) below and to paragraph 5(3) of Schedule 2 to this Act, F7any natural person is eligible to be elected a director of a building society.

A person in relation to whom there is in force a prohibition order made under section 56(2) of the Financial Services and Markets Act 2000 shall not be eligible to be elected as a director of a building society.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The rules of a building society may impose, as a condition of a person’s eligibility to be or to remain a director of the society, a requirement that he shall hold beneficially shares in the society not less in value than the amount prescribed by the rules, but the minimum holding to be required shall not exceed £1,000 or such other amount as may be substituted for it by order of the F16Treasury under this subsection.

The rules of a building society may impose, as conditions of the validity of a person’s nomination for election as a director, requirements as to—

but no other requirements; and rules made by virtue of this subsection must comply with section 61.

A nomination of a candidate for election as a director of a building society—

and in this subsection and section 61 “the closing date for the nomination of candidates”, in relation to an election of directors, means the last day of the last financial year to end before the voting date.

A director of a building society shall retire from office—

subject F22... to any provision for his earlier retirement on the grounds of ceasing to hold the requisite shares in the society contained in the rules of the society.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the rules of a building society so provide, the directors for the time being may appoint as additional directors or to fill any vacancy on the board of directors any person who—

not being a person who, having been nominated for election as a director at any election held within the preceding twelve months, was not elected as a director.

A person who is co-opted under subsection (13) above shall cease to hold office at the end of the permitted period unless he is elected as a director of the society in accordance with this section within that period.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

The power of the Treasury to make an order under subsection (9) above—

In this section—

• F27 “ordinary resolution” means a resolution which will be effective without being passed as a special resolution or borrowing members’ resolution;

• “permitted period”, in relation to a co-opted director, has the meaning given by section 61(12); and

• “the voting date” means—

  1. (a)

     in the case of an election at a meeting, the date of the meeting, except where paragraph (c) below applies;

  2. (b)

     in the case of an election conducted by postal ballot F28or by electronic ballot in the case of which not all the voting is electronic (within the meaning of paragraph 33A of Schedule 2), the date which the society specifies as the final date for the receipt of completed ballot papers;

  3. (bb)

     F29in the case of an election conducted by electronic ballot in which all the voting is electronic voting (within the meaning of that paragraph), the date which the society specifies as the final date for registering votes;

  4. (c)

     in a case where a member appoints a proxy to vote at the meeting for him, the date which the society specifies as the final date for receipt of F30appointments of proxies to vote at the election;

and, for the purposes of this Act, the date of a person’s election to office as a director of a building society, in a case where the rules provide for election F31by postal or electronic ballot, is the date of the meeting at which the declaration of the result of the ballot is made.