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Seanad Éireann debate -
Wednesday, 24 Jun 1970

Vol. 68 No. 10

International Health Bodies (Corporate Status) Bill, 1970: Second Stage.

Question proposed: "That the Bill be now read a Second Time."

The purpose of this Bill is to enable the incorporation in Ireland of any international body, the functions of which under their constitution relate wholly or mainly to the health of persons, health insurance, the care and treatment of the sick or infirm, medical (including dental) research or the administration of health services.

The Bill is of general application but it will in the first instance be used to enable the incorporation in Ireland of the International Federation of Voluntary Health Service Funds. This body had its origins at the first International Conference on Voluntary Health Insurance held in Dublin in September, 1966 at which the delegates decided to establish an international federation to promote co-operation in the development and and study of voluntary nonprofit making health services throughout the world. At the second international conference held in Sydney in 1968 a constitution was adopted and it was also decided at that meeting that the headquarters of the newly constituted International Federation of Voluntary Health Service Funds would be in Dublin. The Council of Management of the Federation discussed the question of the incorporation of the federation so as to give it a legal existence and decided in the first instance to seek incorporation in Ireland if that were feasible, or otherwise to seek incorporation in another country suitable for that purpose.

The federation at present consists of 83 organisations providing health services broadly speaking similar to those which are being provided by the Voluntary Health Insurance Board which is the Irish organisation in membership. The General Manager of the Voluntary Health Insurance Board is in fact the first Secretary General and Treasurer of the Federation.

I consider it desirable that an international organisation of the standing and potentiality of this federation should be encouraged in the establishment of headquarters in Ireland and facilitated as respects incorporation in Ireland. Existing legislation, including the Companies Act, is not suitable for the purpose and hence the necessity for the introduction of this Bill.

I have of course a secondary objective. The Bill is, as I have said, in general terms and can be used to facilitate other appropriate and suitable international bodies in the health field who may wish to be incorporated here to do so. I would hope that the International Federation of Voluntary Health Service Funds would be the first of many such organisations who might be attracted to come here.

The House will readily appreciate the significance to the country and to the economy in prestige and economic terms if we were to become a recognised centre of international activity in the health field. We have much to offer in location and facilities. The fringe benefit to our tourist industry would indeed be significant.

The Bill itself is straightforward enough and in view of its size and directness calls for little explanation. The Minister for Health will be the appropriate Minister for the purposes of the Bill and the bodies concerned will be international bodies with functions relating to health or the administration of health services.

The Bill provides that any such body may apply to the Minister for Health to make a corporate status order in relation to that body. On the Minister's deciding to make a corporate status order that body will then be a body corporate with perpetual succession and with power to sue and be sued in its corporate name and to hold land. There are other minor requirements that may be imposed by the Minister in the order such as the title to be used by the body and the provision of a seal and its authentication.

I want to draw attention, however, to the provisions of section 8 of the Bill which provide that before any order granting corporate status is made a draft of the order shall be laid before each House of the Oireachtas and the order shall not be made until a resolution approving of the draft has been passed by each such House. In other words the Houses of the Oireachtas individually will have the opportunity of examining each such order before it is made and will have the right to veto any such order. This procedure will ensure that incorporation under the Bill is publicity seen to be subject to the full scrutiny of the Houses of the Oireachtas.

The Bill requires that any such body granted incorporation will be obliged to maintain an office in the State and shall supply to the Minister for Health any such information regarding its activities or accounts as he may reasonably require. The Minister is obliged to maintain a register of such bodies and this register will be kept open for public inspection during normal office hours. With the register will be kept for public inspection, copies of the constitutions of the bodies and the address of the office maintained by the registered body.

A corporate status order may be revoked, in either of two ways. First, on the application of the organisation to which it relates, and provided the Minister agrees, and secondly, when the Minister considers it would be in the public interest to do so. Provision is made for particular requirements to be included in the revocation order so as to safeguard the interests of the body itself and of those with whom it has dealings. Again, I might point out that the revocation order must be laid before each House of the Oireachtas as soon as may be after it is made and if a resolution annulling the order is passed by either House within the next 21 days in which the House has sat the order shall be annulled. Provision has been made in the Bill for the expenses of the Minister. These expenses will be of a very minimal nature.

As already indicated I consider this Bill is desirable. I have built in adequate safeguards in the Bill itself which should allay any fears Senators may have in relation to the type of body which will be incorporated. I would therefore commend it to the House for a Second Reading.

I really have not got any doubt about the desirability of the Minister and the Government seeking to encourage the establishment of this country as a venue for bodies such as the federation to which the Minister has referred. In that sense I not only appreciate the value which a Bill of this sort may be but I feel that it is desirable to have machinery which will assist in that particular objective, but I think it is only right to say that I am in some considerable doubt to know (1) the necessity for this Bill at all and (2) what situation the Minister envisages arising so far as bodies corporate are concerned under an order which will be made on foot of this Bill.

The Minister in his introductory speech says bluntly:

Existing legislation, including the Companies Act, is not suitable for the purpose and hence the necessity for the introduction of this Bill.

The Minister has not given any explanation for that, good, bad or indifferent. He simply says that the existing legislation including the Companies Act is not suitable and leaves it at that. I want to ask the Minister why in his view the provisions of the Companies Act are not suitable, are not adequate, to deal with the particular type of situation which he wants to deal with under this Bill.

I do not claim to be an expert by any means in company legislation but it is true to say that a very great deal of the credit for this goes to the late Deputy Gerry Sweetman. It is true to say also that we have in recent years up-dated our company law to a very great extent. It is probably as up-to-date and as comprehensive as the company law code in England. The provisions under the Companies Act, 1963 are very detailed not merely as regards the incorporation of companies here but as regards the management, control and general running of companies in the State. It goes into very great detail with regard to the responsibility and duties of officers of companies and such matters as the winding up or liquidation of companies and dealing with their assets and so on.

I do not intend to contradict the Minister when he implies that our company law code is not suitable for this particular purpose but I think it is right if the Minister comes in and makes that case to the House that he should be in a position—no doubt he is—to tell the House in what way we fall short of what is desired so far as the company law of the land is concerned.

Having said that, I want to go on to the next point and I would ask the Minister to accept that what I am saying is not in any way intended as critical of the desire to have the particular federation to which he referred, or similar bodies, establish themselves in this country. It is a very desirable thing to see and I agree fully with the remarks the Minister made with regard to it but, having asking the Minister to give information in explanation of it, I want to go on to ask him whether, instead of introducing a Bill of this sort, if our company legislation falls short of what is needed, it would not seem more appropriate to tackle the job of amending or expanding that as may be necessary to cover such cases as are intended to be covered in this Bill rather than to introduce what, I think, must be regarded as part of a company law code having reference to a particular field only, that is, the field of health services or health research. Would it not be better that the company law standing on its own should be comprehensive and cover cases of this sort?

I know the Minister must look at this from the standpoint of his position as Minister for Health rather than having regard to considerations which might be more relevant to other Ministries, but it does seem to me that it is in some way an anomaly, if our company law is not adequate at the moment to cover this situation, that the Bill before us should concern itself with health organisations only. Granted the desirability of the objective which the Minister sees and about which he has spoken, it occurs to me that the same objective and the same reasons may be valid in relation to fields other than health, in relation, for example, to labour organisations of one sort or another. I wonder would it not be more appropriate, instead of having a Bill dealing generally with organisations in the health field, to have a Bill simply dealing generally with organisations, regardless of what particular field they fall into?

I want to ask the Minister also what form, roughly, does he visualise the orders which he might make under this Bill would take. I have mentioned that under the company law code there are very detailed provisions regarding the control, management, running of companies, of corporate bodies. There are provisions dealing with such things as the conduct of meetings of boards or meetings of directors, the duties of directors, the duties of officers of companies—the secretary and so on. Does the Minister intend that these kinds of provisions should be incorporated in orders which he will make or is it intended simply to make an order by which the constitution of the body which wishes to establish itself here will be adopted as the appropriate instrument for the control of the affairs of the corporate body in this country?

Provision is made in section 5 of the Bill for a register to be kept and in section 5 (2) (b) it is provided that:

with the register, there shall also be kept available for public inspection copies of the constitutions (including amendments) of the registered bodies.

I would take it from that that what the Minister has in mind is that these bodies will supply copies of whatever constitutions they have drafted and that the order which the Minister might make under section 3 will, in effect, adopt those constitutions to be the effective instruments of the control and management of the bodies in this country. If that is so, it seems to me that this Bill should in some way provide for consultation between the Minister for Health and the Minister for Industry and Commerce because I feel that at least one should query a situation arising whereby, no matter how desirable they might be and no matter how desirable their objects might be, you could have a system in this country in relation to corporate bodies that some of them are controlled under the provisions of the Companies Act and must comply strictly with the provisions of the Companies Act and others, by virtue of this Bill which we are discussing today, may have provisions in their constitution which would simply not be allowed or might not be allowed under the provisions of the Companies Act. I cannot off-hand think of a good example of that because I have not had occasion to refresh myself on the Companies Act recently but the kind of thing that might arise, for example, would be the provisions in the Companies Act which would make it unlawful for a company to buy its own shares. Supposing there was some provision in a constitution drafted outside the country and drafted with an eye to continental law, which might have had no application in the context of our Companies Act, which ran counter to that and which enabled a corporate body outside to purchase its own shares. That would seem to me to raise a conflict between two different codes once that body is established in this country and it is the kind of thing on which I would feel there should be consultation between the Minister for Health and the Minister for Industry and Commerce before any order under section 3 of the Bill is made.

Section 3 provides in subsection (6) for the courts to take judicial notice of the seals of any bodies that were established under a corporate status order under this Bill. It goes a bit further than merely taking judicial notice. It provides, in effect, that any instrument bearing the seal of such a body shall be accepted as evidence without proof unless the contrary is shown. I do not know what effect the last few words would have because obviously if the contrary is shown it would mean that in fact the instrument had not been sealed or had not been properly sealed at all. I may be wrong here but I feel that that goes very much further in relation to the use of a seal than is the position as regards bodies incorporated under the Companies Act, 1963, and I am wondering what is the purpose of it.

There is one particular provision in the Bill on which the Minister has commented and it is worth noting. It is the provision under section 8 whereby before any order under section 3— that is what is called here a corporate status order—is made it will come before each House of the Oireachtas in draft form. I am delighted the Minister has put this provision into the Bill. Far too often we have to deal with legislation depending on Ministerial orders when a situation exists under the legislation that an order is made by the Minister and the only power the Oireachtas has in relation to it is to put down an order seeking to annul it as is provided in subsection (2) of section 8. It is a vast improvement on the normal situation that the draft order should come before each House of the Oireachtas and that the actual order should not be made until a resolution to pass it has gone through each House of the Oireachtas.

My attitude to this Bill is that the object is certainly desirable. I have nothing to say against it but I should like to have much more information about the Bill in general. I should also like to know why our company law code is regarded as being inadequate to deal with the situation. I query whether or not the Minister is correct in having a general Bill dealing purely with health organisations instead of bringing in a Bill to deal with the particular organisation in question, for which the companies provisions are apparently not sufficient. If it is regarded as desirable to introduce a general Bill would it not be better to make it general in the true sense and not confine it merely to health organisations?

Miss Bourke

I welcome this Bill. I can see the reasons put forward by the Minister for encouraging the setting up of international bodies in this country. It is, in fact, a continuation of the general idea that Dublin is becoming a world centre for international conferences. This is very good for us— very good for the country as a whole.

Like Senator O'Higgins I have some difficulty in understanding the Bill itself. I understand the reason why international organisations such as this do not fall under the Companies Act, 1963, because of the definition of "a company" in that Act which states:

"company" means a company formed and registered under this Act, or an existing company...

Further on in that Act there is another definition:

"existing company" means a company formed and registered in a register kept in the State under the Joint Stock Companies Acts, the Companies Act, 1862, or the Companies (Consolidation) Act, 1908...

Clearly these international bodies would not qualify under either of the definitions in that Act. This seems to me to be a technical reason for excluding such international health bodies from the operations of the Companies Act. This is regrettable because much of what is contained in the 1963 Act is not merely regulations for companies but is very much for the protection of third parties who may be creditors of these companies or may be involved with these companies in some way. When one looks at the provisions of the Companies Act such as the provisions relating to civil or criminal liability one finds that it is the duty of directors to furnish annual accounts, balance sheet and an auditor's report. These provisions are all for the protection of third parties.

Subsection (3) of section 3 states:

A body to which a corporate status order relates shall, by virtue of the order, be a body corporate with perpetual succession and with power to sue and be sued in its corporate name and to hold land.

These corporates will have status to sue in our courts and have power to hold land. They will be involved in contracts and agreements with creditors living here. It seems to me that under the Bill as it stands third parties who will be dealing with these international organisations will not have the protection they would have under the Government Act. I wonder whether there is a certain danger here. I imagine the type of institution which the Minister is contemplating will be a world organisation of high reputation. Nevertheless, it is possible that an international health body might set up in this country and be financially insolvent and third parties would be completely at a loss as regard civil remedies.

I do not think the provisions of section 7 of this Bill allow the Minister to make the necessary or expedient provisions consequential on revocation as to the dissolution of the transfer of property rights or the rights of such a body. I would like to know who will assume the liability to third parties if an international health body did default? Why should international bodies be excluded from providing the safeguards for third parties required under our general companies law? It seems to me that they do not fit within the Companies Act because of a technicality of the definition.

I would like to know from the Minister why he has decided to introduce this particular type of legislation in relation to health institutions and what protection he envisages under the Act for people in this country who will have legal relations with these companies?

Is mian liom fáilte a cur roimh an mBille seo, mar chabhróidh sé le cúrsaí leighis sa tír seo.

I have discussed this legislation with doctors and they all agree that the Bill will be of great benefit to Irish medicine especially in the fields of research and post-graduate work. They, like Senator O'Higgins, wonder why these bodies could not be covered under the Companies Act but that is the only point the doctors I have spoken to have against the Bill.

I was also asked to inquire if there is any provision in the Bill to cover fraudulent activities? I should also like to know if any tax concessions will be given to attract these bodies. The members of the medical profession who asked me to make these points welcome this legislation.

I am afraid that I am going to be somewhat out of tune with the almost universal welcome to this Bill. Of course I agree with the leader of my party in the House when he says that it is very desirable that we should have the headquarters of this International Federation of Voluntary Health Service Funds established in Dublin, but I am quite unable to accept the assertion—for assertion it simply is—by the Minister in his introductory statement that existing legislation, including the Companies Act, is not suitable for the purpose and hence the necessity for the introduction of this Bill. We need to hear a great deal more than is contained in that assertion for this House to be satisfied that this is so.

The best thing about this Bill, I think, is that it is being introduced in the Seanad, and it is over a year since we had a Bill introduced here, the first Bill introduced here since I became a Senator. I am sorry if the Minister will find himself irritated by the fact that I will be making quite a number of points. I am sorry to say, sorry for all Senators, that I will have to make some legal points but while I was able to take my coat off and hang it on the stand outside the Chamber, I was unable to leave my skin behind and I cannot fail to make use of any information that I have that I think is appropriate to the consideration of this Bill before the House.

I would like to take up the first point made by Senator Bourke, if I may, to dispose of it as I think it should be disposed of. The Senator says that the Companies Act cannot be used, if I understand her correctly, because the definition of a company contained in section 2 of the Act, as being a company formed and registered under this Act or an existing company, does not apply. Of course this federation can become a company registered under the Companies Act if it chooses to do so. The Companies Act, and the Companies Act before the Companies Act of 1963, have long contemplated that there would be established bodies such as this federation and people dealing with such bodies have suitable protection. Section 24 of the Companies Act provides in subsection (1):

Where it is proved to the satisfaction of the Minister that an association about to be formed as a limited company is to be formed for promoting commerce, art, science, religion, charity or any other useful object, and intends to apply its profits, if any, or other income, in promoting its objects, and to prohibit the payment of any dividend to its members, the Minister may by licence direct that the association may be registered as a company with limited liability, without the addition of the word "limited" or the word "teoranta" to its name, and the association may be registered accordingly and shall, on registration, enjoy all the privileges and (subject to the provisions of this section) be subject to all the obligations of limited companies.

At this point I think it is appropriate that I should point out a very important matter, and that is, that every body corporate which is established by order under this Bill if enacted will be a body corporate which by the law will give to its members limited liability. Chartered corporations, such as this body, will be such that the members of any such body will enjoy limited liability without the public knowing that they enjoy this limited liability. This is important. If such bodies are established under the Companies Act, and the Minister has considered that it is appropriate that they should be registered without the word "limited" being used, this does not thereby deprive the people dealing with such bodies of the benefit of the Companies Acts. The Companies Act, unlike this Bill which runs to three pages, contains nearly 300 pages of provisions protective of the public; and when we are dealing with corporations I have a short quotation which applies to them—"There is no place for simpletons when you are dealing with corporations. There always seems to be scope for the unscrupulous, the rake, the shark, and so on."

Could the Senator give us the source of the quotation?

I have not got it to hand but it is taken from the Cambridge Journal and the writer on Friendly Corporations is named Marsh and the date of publication is May, 1951, as I recollect it. If a more exact reference is required I will be glad at another stage to provide it. That is the best I can do at the moment. If you like to have it used as my own words that might dispose of the problem.

May I continue with what I was saying? I am very disappointed indeed that here we are provided with a Bill which contemplates the establishment of various bodies corporate for which section 5 provides that the registrar shall have available for public inspection copies of the constitution of the registered bodies. We are told that there is one particular federation in existence. That is already a legal institution, incidentally, even if it is not incorporated. It has legal existence as such. Do you not think that it would be an aid to the Seanad and later to the Dáil that they should be informed what the terms of its constitution are so that we could be looking, before we passed this Bill, at the kind of body which would in fact be affected by what is contemplated?

If this body is established, as I read the Bill, on the point made by Senator Ahern, there seems to be no provision here and there is nothing in the Companies Act which would prevent or catch this body from inviting subscriptions from the public in Ireland without being obliged by the prospectus provisions of the Companies Act. This is an important point. This altogether worthy body may not contemplate looking for any such subscriptions, but another body may come into existence and be looking for such.

I am disappointed to find that the Bill contains no definition of the word "international". I have in the last few months personally incorporated a company which has got the word "international" in the middle of the title and I would like to know what is meant by the word "international" in the Bill? The Interpretation Act of 1937 does not come to our assistance and does not tell us what is "international".

If a body is incorporated under this Bill it would be bound by the ultra vires rule. That means that if it acts contrary to its constitution persons dealing with it may suffer as a result of its failure to keep within the scope of the constitution. However, if this body were established under section 24 of the Companies Act then all the persons dealing with it would have got the benefit of a previous section, section 8, of the Companies Act providing that a person who is unaware of the fact that the body is acting contrary to its powers, or of what its powers are, will not suffer, that is to say, unless he is actually aware of the action being in excess of its powers the person will not suffer.

If this body is established, I would direct the attention of the House to the fact that it could be, notwithstanding the provisions of this Bill, under the Companies Act of 1963, it could be wound up. But it could only be wound up compulsorily under the court, with all the deleterious consequences of that operation and process.

I do not find in this Bill, though perhaps there is some general statute which covers the point, anything giving the Minister the necessary power to make regulations. How does one apply to the Minister? In what form does one apply? I do not find in this Bill any provision whereby any body corporate or any association of persons which chooses to get this body corporate status here could ever be charged fees for being given this privilege, fees which it would find it would suffer to a considerable degree if it were being incorporated by Private Act of Parliament or by charter.

There is no provision in the Bill for certified copies of the constitution in question being made available. There is no provision as to who will provide the certified copies and in what manner. There is no provision in the Bill requiring the constitution of the body to be in a language that would be understood by the Irish people—either the Irish or the English language. If the body were established elsewhere it might not be in a language that would be understood by the Irish people, for example in Sanskrit. Perhaps some Minister—not the present—might not particularly want it to be understood.

There is no provision in the Bill for the publication of a list of directors and secretaries. There is no provision for a register that would be open to inspection and which would give the names and addresses of persons on whom due processes of law could be served. How would one institute proceedings and recover against such a body whose members are limited in liability?

There is no provision in the Bill that the name of the body corporate is to be listed or put on the top of letterheads. There is no provision to indicate that the body has been established under this Bill if enacted. There is no provision in the Bill for such eventuality as the body being set up by a wholesome and splendid team of people but which would be run later by a team of people who might not be wholesome and splendid or who might not bother to comply with the provisions of its constitution.

I have some doubt as to whether the Minister will have constitutional power to revoke the corporate status under the provisions of section 7. It seems to me that subsection (2) of that section represents an attempt by the Executive to take power to determine rights of persons inter se to decide who is entitled to assets in accordance with the law. I doubt if that section would stand examination.

Neither is there any provision for the publication of accounts. Why is there no such provision? Why is the Minister alone to see these? Why should they be concealed? If people are dealing with such bodies they have a right to know how strong they are. The Minister does not appear to be taking sufficient power to require such information as would be required. As far as I can see they need not have an auditor. It was only in 1963 that it became necessary for Irish companies to have an auditor. Why must they not have one?

I am sorry that I must conclude with my opening observation that the best thing about the Bill is that it is introduced here. I find it ill-thought-out and ill-designed. Its outstanding feature is that it has more defects than sections. Unless the Minister is able to give very particular reasons why the Companies Act is not being used for the purpose of establishing this body and unless, even granted that such reasons are convincing and valid, unless this Bill is substantially amended in Committee, it is my opinion that if enacted, it will represent very bad legislation indeed. I am obliged to say this although I would prefer not to have to say it.

When I first saw this Bill, I did not know exactly what it meant. I spoke to several Senators of different political persuasions, including the Leader of the House, but none of them seemed to understand this Bill fully. I telephoned the Department of Health and spoke to officials there about it. When I received a memorandum purporting to be an explanatory memorandum, it consisted of two paragraphs and what one could get from that memorandum is less than what one could get from the Bill.

Some of us have discussed the Bill outside this Chamber. I consider it to be within the province of the legal profession to deal with it rather than anyone whose main interest is health. This is a legal matter. Prior to speaking here now I have listened to three legal mentors about the relationship between this Bill and the Companies Act. Senator O'Higgins brought up this point as did Senator Bourke and Senator FitzGerald. Senator O'Higgins has said that in the normal way this would come under the Companies Act but if that Act is not wide enough to cover the section of the Bill, the Companies Act should be brought not only to include such an international body as the one in question but also to include other international bodies.

If the Companies Act were broadened so as to include all international bodies, there would be no need for the nonsensical attitude that is now portrayed in having this Bill brought before us. At future dates there may be such bodies as the International Labour Body brought before us and by simply expanding the Companies Act we could be ready to embrace any such institution or company who may wish to establish themselves in this State.

I am not averse from the idea behind the Bill in so far as the body should be established in the State. I agree that it would bring many fringe benefits to the country as would any type of international body who established headquarters here. For that reason, I am not opposing the Bill but I think the method being applied might be different. It is very difficult for one not trained in law to go into such detail as have the Senators who have already spoken. I see their point and on the basis of what they have said as to its not being a correct legal enactment, one should oppose it but, as I have said, one must also have regard to the fringe benefits that we would derive from the establishment in this State of any international body. If the Minister takes into account the various points raised by Senator FitzGerald, Senator Bourke and Senator O'Higgins and can in his reply guarantee the safeguards they are looking for then I do not think the Bill will be opposed. However, I think there are loopholes in the Bill as it stands.

I consider the method of the introduction of the Bill is wrong. I am not suggesting by that that no Bill should be introduced in the Seanad. I am delighted the Minister has used this House to introduce this Bill and I wish this would be done more often. My point is that this matter should be covered in a different way. It should be covered by expanding the Companies Act. If the Minister accepts the points raised by the three former speakers on this side of the House and plugs all the loopholes which exist in the Bill we are prepared to agree to it.

I should like to support this Bill, at least on its Second Reading. I was very interested to see that the reason for bringing forward this Bill was for the establishment of the headquarters of an international organisation working in the health field in this city. An establishment like that would be of enormous benefit here. I am familiar with the working of international organisations in health matters in various other places. There are the WHO in Geneva, the Food and Agricultural Organisation at Rome, the International Atomic Energy Authority in Vienna, the Council of Europe at Strasbourg and the new International Organisation for Cancer Research in Lyons. On at least two of those there have been distinguished Irishmen as directors in recent years. We are making a very fine contribution in organisations like that by way of the personnel we make available for work in them.

We would, if this type of organisation were set up here, derive even further benefit. We might expect to have a considerable number of the staff appointed locally. We would expect to have a constant stream of visitors attending conferences here on the scientific aspects of those organisations and we would expect to have considerable stimulus to local development in the various areas that those organisations might cover. This of course is what the Minister refers to in paragraph 3 as a secondary objective in introducing this Bill. The secondary objective might prove even more important than the primary one, though it would be difficult to get the secondary one off the ground until the primary one had been dealt with.

Having said all that, I see that there are obvious objections on the part of our legal colleagues to various aspects of the operation of this sort of situation and I am quite certain the Minister will be the first to see that where any dangers of this kind exist they should be dealt with and preventive measures taken to make sure no undesirable situation arises. I am sure that will be done and when such steps are taken I believe it will be to the greater benefit to this country to have such machinery put into operation here.

I will of necessity be very brief on this Bill. As one who is interested mainly in the health aspect involved in this I want to say that when I received this Bill and read it several times I was as unenlightened as I was before I opened my post and having subsequently received the circular from the Minister, which endeavoured to clarify matters, I was considerably further in the dark. I came in here today, as I am sure many other Senators did, wondering what in fact this Bill was all about. After I listened to the Minister's speech I was a little more enlightened but having heard the various contributions, especially that of Senator FitzGerald, I am now considerably more enlightened and considerably disenchanted with the Bill as it stands.

The obvious questions which many of us who are primarily concerned with health matters ask in relation to the setting up of bodies such as those mentioned, are the type of questions asked by Senator Mrs. Ahern, that is whether this Bill gave to international bodies setting up here any special concessions from the point of view of tax reliefs or from the point of view of allowing such bodies to collect money and perhaps not be directly accountable for the manner in which such money was spent. I hope the Minister will clarify this matter for us.

This is something which comes up in relation to the setting up of any international health bodies in this country. The people involved in the setting up of those bodies would be apprehensive about this. We all know from time to time that international bodies with very impressive titles have operated and quite often the funds directed by them did not find their way directly into the proper fields of health for which they were originally intended.

There is, of course, the point made so excellently in the sweetly reasonable tones of Senator FitzGerald that one could have an international body setting out to carry out some very commendable task and run by very admirable people but that circumstances can change and you could have after a number of years a completely different set of people with completely ulterior motives operating within that body. I must say I agree with the point of view put forward by Senator FitzGerald that it would be extremely necessary that any body operating in the health field set up in this country under this Bill, when enacted, should be obliged on all its letter-headings to set forth a list of the directors, patrons or sponsors of the organisation and indeed the specific enactment under which it had been set up in this country.

I want to be perfectly honest and say that while I am someone who has a fair amount of interest in health matters I know absolutely nothing about the International Federation of Voluntary Health Service Funds. I would be extremely interested to hear what in fact its purpose was and how it went about it. If we had been given such an explanation by the Minister on the introduction of this Bill we might be considerably more enlightened as regards its main purpose and intention. As it stands I will have to bow to the superior legal knowledge of my colleagues and express great apprehension of the Bill as it is now drafted.

I am afraid some Members of the Seanad in opposition to us have not understood the purpose of this Bill at all. I may as well be quite brutally frank about it; this Bill has been framed in such a way that we encourage international organisations of an utterly respectable character, consisting of people engaged very largely in the public health service or controlled by governments in their own countries, to discuss health services, health insurance and similar matters.

The simple answer to everything that has been said is that if we were to lay down all the regulations proposed by Senator Alexis FitzGerald any international body of a respectable kind, with the kind of respectability which would make it possible for me to place a resolution before the Seanad prior to making an order admitting them as a body to whom this Bill applies, simply would not come here. That is all. It is quite simple. They will not come here if all these provisions in the Companies Acts, all kinds of powers, are invoked in order to ensure that they do not peculate or swindle people in this country or anywhere else. They simply will not come here. The safeguard in all of this lies, first of all, in the revocation section in the Bill and it lies, secondly, in the fact that I will have to come before the Oireachtas with a description in considerable detail in regard to the particular organisation which wishes to join and the Oireachtas will have to be satisfied, when their constitution is laid before the two Houses, that it offers the normal safeguards that can reasonably be expected in the case of a non-profitmaking organisation deriving its funds from subscription and not engaged in doing commerce.

In the case of the particular body which is likely to come first before the House the constitution provides a great deal of information and when the House comes to examine the constitution, the incorporation, the aims and purposes, the character of membership, the organisation of the body, the holding of a general assembly, the methods of holding meetings, the council of management—the operations of the council of management are given in considerable detail—the powers of the secretary-general and the treasurer, the audit and auditors and the subscriptions and the interpretation of and alterations to the constitution and arrangements for the possible dissolution of the body are all indicated. That need not be discussed here today because it is not part of the Bill.

The Minister can require information under section 6 of the Bill. That means that I could require that documents in the Sanskrit language if ever there were such—it is not a recognised international language—be translated into Irish or English or both. It is not in the least likely. The kind of bodies that are likely to have their place of residence here, to be incorporated in this country, are bodies that make use of three or four well-known international languages. English, French, German and Spanish are the four principle ones nowadays. Other bodies under certain circumstances insist on automatic translation of all their major documents into the language of any member of the particular federation. The practice varies from area to area according to the nature of the body and the decisions of those who direct it. So that the information can be provided under that head.

Then there is the question in regard to the Companies Act and the possible use of the Companies Act. I should like to say to Senator O'Higgins and to Senator Alexis FitzGerald that the Companies Act is not in any way inadequate. Its provisions are not suitable for the international body with which we are initially concerned or for other bodies which are likely to be concerned. These are essentially associations of bodies with similar interests whose income will essentially be subscriptions and whose functions will essentially be the increasing of knowledge and the furtherance of causes related to health matters. The constitution of this body is already drawn up and, as Senator FitzGerald knows, the Companies Act provides for the drawing up of memorandum and articles of association whereas in this case and in most other cases the constitutions of these bodies are likely to be drawn up before they apply for incorporation here under the Bill.

Senator Alexis FitzGerald asked a question about the section relating to the seal. This is taken from the Health (Corporate Bodies) Act, section 3 (6). We regarded the section as suitable for application to this particular Bill. I wish, myself, that I had been able to persuade the Minister for External Affairs that this should be a general Bill covering all kinds of international bodies but the Minister for External Affairs explained that this might not be desirable, that we had better confine the Bill to health purposes because if we had an omnibus Bill it might be difficult to operate it and it might be difficult perhaps sometimes to exclude organisations that were not considered desirable here. He would have to think this over very carefully and so it is not a general Bill covering all types of international bodies. I hope some day we will be able to do this but it was not possible on this occasion.

When I speak of the fact that I know that this international organisation would be likely to go elsewhere if we tied them up in a great many legal formalities, all designed to protect the public against virtually nonexistent dangers, I should like also to say that if we are always delaying an application by a body to incorporate here, if they have to have lawyers examining the whole of the company law in this country to see how it related to their own concepts, they will not come. The Bill is, in fact, in its simple form, an advertisement or an inducement to international health organisations to set up here.

I will consult the Minister for Industry and Commerce in order to make sure that the constitution of any body desiring to incorporate here would not in any way be in conflict with the Companies Act to the point that might result in difficulties being created but I can assure the House that the kind of organisations that will want to incorporate here will be organisations where it would be patently easy for the Dáil and the Seanad to see that they are respectable, that they are formed from respectable sources, that they are concerned with international matters of a philanthropic character and if there should be any kind of disaster in respect of a particular organisation by the section of the Bill revoking the order that can be accomplished if it is considered that an organisation is developing undesirable trends, characteristics or actions.

So, while I thoroughly respect the legalistic arguments put forward by Senator Alexis FitzGerald—if he were speaking of a commercial organisation, for example, some huge international company to undertake health insurance on an international basis, I would entirely agree with him—the whole object of the kind of associations which we hope will apply for incorporation here is purely philanthropic, discussing all sorts of matters such as, in the case of this particular body, how reciprocal can health insurance be. They can discuss it and make recommendations to the countries which are not engaged in reciprocal insurance but before that can be fulfilled in practice a Bill making it possible for reciprocity to be given would have to be passed. For example, in the case of our social welfare legislation we have a considerable degree of reciprocity with other countries in the matter of insurance. This could be discussed and recommendations made but obviously they could not engage in commercial practice.

I hope I have made the distinction between an international body of the kind which is going to request corporation and the kind of bodies where considerable safeguards would be required, and where the Minister would demand and would be unable to get information and the power to revoke an order would obviously be insufficient.

I know very little about the law and I have probably not explained it in as satisfactory a way as Senator Alexis FitzGerald would have if he were on this side of the House. I have done my best to explain the position. When the resolution comes before the House in respect of the first body we can have a further discussion in order to satisfy the whole House that the constitution of the body is an adequate one and one which would prevent abuse or corruption of any kind having regard to the objectives of the organisation. As I have said, it is the objectives of the organisation likely to be incorporated which really make the decision to have a simple Bill of this kind operative in my view.

The Minister has said he would agree with the argument put forward by me if the body concerned were to deal in a big way with health insurance. One of the provisions of the Bill is that it will cover any international body dealing amongst other things with health insurance.

The body concerned would only discuss and debate the possibility of mutual health insurance arrangements. No body will come under this Bill which proposes to operate insurance on a commercial basis. I would agree completely with what Senator O'Higgins has said that once you start to receive large sums of money for disbursement for insurance purposes on an international basis we would need to consider that body in relation to the Companies Act and there would obviously have to be protective provisions. This body will only discuss the possibilities of insurance reciprocity.

That is the particular body or the federation, but the point I am making is that this Bill will be of general application. We know from what the Minister has said what he has in mind is to deal first with the particular federation which he mentioned but the Bill itself will have a general application including an extension to bodies dealing with health insurance and the treatment of sick people. I could see the Minister's point if he were bringing in a Bill limited to dealing with the particular federation which he has mentioned.

Those bodies will be purely deliberative. If they operated a service and as a result engaged in the receipt and expenditure of large sums of money I agree with Senators the Bill obviously would not cover that position. This body might sign a convention, for example, that certain countries would themselves engage in reciprocity for health insurance purposes. They could only sign a convention whereby these countries would agree to do this; these countries would then have to sign their bilateral or multilateral agreements and work out the whole principle. There is no question of this Bill applying to bodies which are operative in the sense of engaging in business to the point where the Senator is right in saying that there should be a direct connection with the Companies Act.

The Minister clearly intends when this Bill is enacted to confer body corporate status on one particular federation which has at this time a constitution. Would the Minister consider circulating copies of that constitution to Senators before the Committee Stage of the Bill so that we would be able to see exactly what sort of body it is proposed to incorporate, the sort of constitution it will have, how it will be in a position to interpret Irish law and the rights which Irish citizens would have under the Act?

While I think the constitution of the body which desires to be the subject of an order under this Bill will have to come before the Seanad, in fairness to the body concerned what I should do is circulate the constitution completely anonymously without the name of the body purely as an example. I do not think these international organisations would like to feel they were being bandied about in Parliament when they have not yet formally applied legally to become incorporated. If I circulate this simply as an example it must not be taken for granted that it will necessarily be the final constitution but it might satisfy the Senators.

Very fair.

Miss Bourke

In explaining that this Bill will extend to deliberative bodies will the Minister modify section 2 relating to the bodies to which the Bill applies in order to make it clear that it relates only to deliberative bodies and that it does not relate to bodies connected with health insurance? On the face of it it is clearly wide enough to relate to health insurance and care of the sick. If we are introducing a Bill for this purpose it ought to appear on the face of the Bill that it is a deliberative body and not be left to the discretion of the Minister when such a body applies.

The Oireachtas will have to agree and pass each order made for the incorporation of each body. I do not mind looking back before the Committee Stage to see whether we have covered ourselves sufficiently. I would have thought that any Minister for Health would be in desperate trouble if he tried to propose an order for the incorporation of such body here in which it appeared there was some concealment in regard to the real objectives of that body. I shall look into it between now and the Committee Stage.

Question put and agreed to.
Committe Stage ordered for Wednesday, 8th July, 1970 or the first sitting day thereafter.