Housing Associations Act 1985

Constitution, change of rules, amalgamation and dissolutionE+W+S

[F116 General power to remove committee member.S

(1)[F2Scottish Homes]] may by order remove a committee member of a registered housing association if—

(a)in England and Wales, he has been adjudged bankrupt or he has made an arrangement with his creditors,

(b)in Scotland, he has become notour bankrupt or he has executed a trust deed for behoof of, or has made a composition contract or arrangement with, his creditors,

(c)he is incapable of acting by reason of mental disorder,

(d)he has not acted, or

(e)he cannot be found or does not act and his absence of failure to act is impeding the proper management of the association’s affairs.

(2)Before making an order [F2Scottish Homes] shall give at least 14 days’ notice of its intention to do so to the person whom it intends to remove, and to the association concerned.

(3)Notice under subsection (2) may be given by post, and if so given to the person whom [F2Scottish Homes] intend to remove may be addressed to his last known address in the United Kingdom.

(4)A person who is ordered to be removed under this section may appeal against the [F3order,—

• F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• F4. . .to the Court of Session.]

[F517 Power to appoint new committee member.S

(1)[F6Scottish Homes]]may by order appoint a person to be a committee member of a registered housing association—

(a)in place of a person removed by [F6Scottish Homes],

(b)where there are no members of the committee, or

(c)where [F6Scottish Homes] is of opinion that it is necessary for the proper management of the association’s affairs to have an additional committee member [F7and the power conferred by paragraph (c) may be exercised notwithstanding that it will cause the maximum number of committee members permissible under the association’s constitution to be exceeded].

(2)A person may be so appointed whether or not he is a member of the association and, if he is not, notwithstanding that the rules of the association restrict appointment to members.

(3)A person appointed under this section shall hold office for such period and on such terms as [F6Scottish Homes]may specify and on the expiry of the appointment [F6Scottish Homes] may renew the appointment for such period as it may specify; but this does not prevent a person appointed under this section from retiring in accordance with the rules of the association.

(4)A person appointed under this section is entitled—

(a)to attend, speak and vote at any general meeting of the association and to receive all notices of and other communications relating to any general meeting which a member of the association is entitled to receive, and

(b)to require a general meeting of the association to be convened within 21 days of a request to that effect made in writing to the committee of the association.

[F818 Exercise of powers under ss. 16 and 17 in relation to registered charities.S

(1)The [F9Corporation]] may exercise its powers under sections 16 and 17 (removal or appointment of committee member) in relation to an association which is a registered charity only if the association has, at any time before the powers are exercised, received [F10financial assistance under section 24 of the Local Government Act 1988 or] a grant or loan under—

• [F11section 50 of the Housing Act 1988 (housing association grants),

• section 51 of that Act (revenue deficit grants)]

• section 41 (housing association grants),

• section 54 or 55 (revenue deficit grants or hostel deficit grants),

• section 58(2) (grants or loans by local authorities),

• section 79 (loans by [F9Corporation]),

• section 31 of the M1Housing Act 1974 (management grants), or

• any enactment mentioned in paragraph 2 or 3 of Schedule 1 (pre-1974 grants and certain loans).

(2)Sections 16 and 17 apply in relation to a trustee of such an association as they apply in relation to a committee member.

(3)Before exercising its powers under section 17 (appointment of committee member or trustee) in relation to such an association the Corporation shall consult the Charity Commissioners; . . . F12

[F1319 Change of rules under the 1965 Act.S

(1)This section applies to a registered housing association—

• F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• F14. . .whose registration under this Part has been recorded by the appropriate registrar in accordance with section 5(3).

(2)Notice shall be sent to [F15Scottish Homes]] of a change of the association’s name or of the situation of its registered office.

(3)Any other amendment of the association’s rules is not valid without [F16Scottish Homes’] consent, [F17given,—

• F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• F18. . . by notice in writing.]; and a copy of such consent shall be sent with the copies of the amendment required by section 10(1) of the 1965 Act to be sent to the appropriate registrar.

(4)The 1965 Act applies in relation to the provisions of this section as if they were contained in section 10 of that Act (amendment of registered rules).

[F1920 Change of objects by certain charities.S

(1)This section applies to a registered housing association—

(a)which is a registered charity and is not a company incorporated under the Companies Act, and

(b)whose registration under this Part has been recorded by the Charity Commissioners in accordance with section 5(3).

(2)No power contained in the provisions establishing the association as a charity, or regulating its purposes and administration, to vary or add to its objects may be exercised without the consent of the Charity Commissioners, and before giving their consent the Charity Commissioners shall consult the [F20Corporation]].

[F2121 Amalgamation and dissolution under the 1965 Act.S

(1)This section applies to a registered housing association—

• . . .

• F22. . .whose registration under this Part has been recorded by the appropriate registrar in accordance with section 5(3).

(2)The appropriate registrar shall not register a special resolution which is passed for the purposes of—

(a)section 50 of the 1965 Act (amalgamation of societies), or

(b)section 51 of that Act (transfer of engagements between societies),

unless, together with the copy of the resolution, there is sent to him a [F23copy of Scottish Homes’]] consent to the amalgamation or transfer concerned.

(3)Section 52 of the 1965 Act (power of society to convert itself into, amalgamate with or transfer its engagements to a company registered under the Companies Act) does not apply.

(4)If the association resolves by special resolution that it be wound up voluntarily under the Companies Act, the resolution has no effect unless—

(a)before the resolution was passed [F24Scottish Homes] gave its consent to its passing, and

(b)a copy of the consent is forwarded to the appropriate registrar together with the copy of the resolution required to be so forwarded in accordance with the Companies Act.

(5)If the association is to be dissolved by instrument of dissolution, the appropriate registrar shall not—

(a)register the instrument in accordance with section 58(5) of the 1965 Act, or

(b)cause notice of the dissolution to be advertised in accordance with section 58(6) of that Act,

unless together with the instrument there is sent to him a copy of [F25Scottish Homes’] consent to its making.

(6)The references in this section to [F26Scottish Homes’ consent are][F27to consent given in writing]

F2922[[F28Scottish Homes’]] power to petition for winding up.S

(1)[F30Scottish Homes] may present a petition for the winding up under the Companies Act of a registered housing association F31. . .

[F32(a)]on the ground that the association is failing properly to carry out its purposes or objects [F33or

(b)on the ground that the association is unable to pay its debts within the meaning of section 518 of the Companies Act 1985.]

F34(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F3523 Transfer of net assets on dissolution.S

(1)Where a registered housing association F36. . .is dissolved under [F37the 1965 Act]], so much of the property of the association as remains after meeting the claims of its creditors and any other liabilities arising on or before the dissolution shall be transferred—

(a)to [F38Scottish Homes], or

(b)if [F38Scottish Homes] so directs, to such registered housing association as may be specified in the direction,

notwithstanding anything in the 1965 Act or in the rules of the association.

(2)In order to avoid the necessity for the sale of land belonging to the association, and thereby secure the transfer of the land under this section, [F38Scottish Homes] may, if it appears to it appropriate to do so, make payments to discharge such claims or liabilities as are referred to in subsection (1).

F39(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4)F40. . . [F38Scottish Homes] may dispose of property transferred to it by virtue of this section to a registered housing association or to a subsidiary of [F38Scottish Homes].

(5)Where property transferred to [F41Scottish Homes]by virtue of this section includes land subject to an existing mortgage or charge (whether in favour of [F41Scottish Homes]or not), [F41Scottish Homes] may, in exercise of its powers [F42under section 2(2)(h) of the Housing (Scotland) Act 1988], dispose of the land either—

(a)subject to that mortgage or charge, or

(b)subject to a new mortgage or charge in favour of [F41Scottish Homes] securing such amount as appears to [F41Scottish Homes] to be appropriate in the circumstances.