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Seanad Éireann debate -
Wednesday, 22 Jul 1970

Vol. 68 No. 12

International Health Bodies (Corporate Status) Bill, 1970: Report and Final Stages.

Government amendment No. 1:
In page 2, line 18, after "make" to insert ",after consultation with the Minister for Industry and Commerce,".

We had a considerable debate on this whole question of corporate status of an international body and I decided that in order to satisfy the wishes of such legal experts as Senator Alexis FitzGerald and others that in the remote eventuality of an international organisation applying for corporate status in this country where there were questions in relation to its constitution there ought to be some consultation in relation to such bodies in so far as they might have a bearing on the Companies Act. I have agreed to put in this amendment under which consultation with the Minister for Industry and Commerce is required before an order is made granting corporate status. Of course, as the House is aware the order would have to come for consideration before the Dáil and Seanad thereby giving further opportunity for discussion of the nature of the order. I think this is a reasonable compromise bearing in mind that we expect only extremely respectable and worthwhile international organisations who, in the ordinary way, would be supported partly from voluntary funds and, in many cases, from Government funds for high level discussions on matters of health in respect of seeing to what extent there could be exchanges of information or facilities and with a view also to encouraging improvement in the health services and to debating the whole field of health which is a very wide field indeed. These are the kind of organisations that are likely to come. I did mention before that if Members of the Seanad were to go through the list of such international organisations of every kind, including organisations such as the International Cardiology Federation, they would find that the numbers who had perpetrated acts that would be contrary to the spirit underlying the Companies Act, would be very few. They would find that most of them would have a long and splendid record of endeavour. They would find also that the list would not include any organisation who would be likely not to pay their debts or anything of that sort. I made that point quite clear and this amendment covers quite reasonably the position referred to by Senator Alexis FitzGerald.

The Minister has met very fairly the amendment which I had down on Committee Stage. I suggested going a little further in order to ensure that the consultation with the Minister for Industry and Commerce would enable examination of the position vis-á-vis the Companies Act and that the order should be made only if it were appropriate to issue a licence under section 24 of the Companies Act.

The Minister was good enough on Committee Stage to undertake that he would meet the position by way of a compromise amendment on Report Stage and he is doing that now. From what the Minister has said in relation to this amendment, I believe that the ideas I had in relation to the amendment I moved on Committee Stage are being very fully and fairly met by the Minister's amendment and, in particular, by the indication he has given of the type of consultation he would have with the Minister for Industry and Commerce.

I should like to support Senator O'Higgins in that. This has met all one wanted to achieve with regard to this particular matter. I do not know whether it is appropriate on this amendment to make the point that the Minister's advisers might well consider it desirable to ensure under the various other statutes which exist that international health bodies cannot be registered. There are provisions enabling the Minister for Industry and Commerce to ensure this under the Companies Act and under the Registration of Business Names Act but there does not seem to be any power in anybody under the Friendly Societies Act and the Industrial Providence Societies Act. Therefore, it might be appropriate in the Dáil for the Minister to ensure that somebody has that power.

I will make a note of that.

Amendment agreed to.
Government amendment No. 2:
In page 2, between lines 19 and 20, to insert:
(2) Whenever the Minister proposes to make an order under this section, the Minister shall publish a draft of the order in theIris Oifigiúil.

The purpose of this amendment is quite evident and I need not say anything much about it. The publication of the notice of making a draft corporate status order in Iris Ofigiúil is that the draft order will be the subject of approval by each House of the Oireachtas and further after approval of the execution by the Minister, a notice of this having been made, will, under the terms of the Statutory Instruments Act, 1947, also be published in Iris Oifigiúil. Copies will be printed and placed on sale in accordance with practice in respect of such statutes. Notice will also be published in the four national daily newspapers.

This is entirely satisfactory. This was a vital amendment because I do not think it would have had the benefit of the Statutory Instruments Act because the order which the Minister will be making will be a draft order and not an actual order. It was therefore right to bring in this amendment.

Amendment agreed to.

I move amendment No. 3:

In page 2, after line 39, to add the following new subsection:

( ) The corporate status order made by the Minister in relation to a body shall be conclusive evidence that all the requirements of this Act and all matters precedent and incidental thereto have been complied with, and that the body is a body corporate duly incorporated under this Act.

This is the only one of the many amendments I put down on Committee Stage which I thought right to repeat because of the importance which I consider it has. I will do no more at this point of time than give the Minister an opportunity to consider it when it is going through the Dáil. Under the Friendly Societies Act of 1896 it has been provided in section 13, subsection (2), that acknowledgement shall be conclusive evidence that the amendment is duly registered. The commentary on this goes on to say that acknowledgement of the registration is conclusive evidence as to the regularity of the proceedings in making the alteration.

There is a similar provision in the Industrial Provident Societies Act that the acknowledgment under section 8 of the Industrial Provident Societies Act, 1893 of registration shall be conclusive evidence that the society therein mentioned is duly registered and this is proof that the registration has been suspended or cancelled. Those sections are also repeated in section 19 of the Companies Act, 1963. They have been found useful under those codes in preventing anybody arguing that this particular body established by the order of the Minister under this Act was in fact not incorporated through some frailty in the transactions between the Minister or his authorised officers and the persons sought to get the benefit of the corporate status order. I am not pressing this amendment. I merely repeat it so that the Minister may consider it when the Bill is going through the Dáil.

Might I very briefly urge the Minister to give favourable consideration to this? It seems to me this amendment would be very much in line with the pattern which the Minister hopes to develop with regard to this Bill and to companies which may be the subject of an order under it. The amendment suggested by Senator FitzGerald seems to me to be entirely in ease of such companies and also in ease of the Minister and the Minister's Department.

It is suggested here that once an order has been made so far as the courts are concerned that is that. It must be regarded as conclusive evidence that the various requirements under this Act have been complied with. Neither the courts or any one dealing with a body in respect of which an order has been made need make any further inquiry about the matter because it would be decided by this legislation once the order is made that everything is deemed to have been complied with and all the requirements deemed to have been fulfilled. That would facilitate the Minister and his Department. If any of those bodies ever became the subject matter for example of court proceedings.

Nobody would be concerned to call the Minister, the Secretary of his Department or any one else to give evidence in court to show that the various requirements had been fulfilled. It would also facilitate the company in that all they would have to do would be to refer to the fact that an order had been made. If this amendment were accepted then the mere making of the order and the production of it, proof that the order had been made, would also automatically be proof that the various requirements had been fulfilled.

I have very wide discretion in making those orders and so will my successors. I do not think this amendment is really necessary. I will have it examined again by the legal officers before this Bill reaches the Dáil and take into account what has been said in this House. I do not propose to accept the amendment but I shall have another look at it between now and the time it will be examined by the Dáil.

Amendment, by leave, withdrawn.
Government amendment No. 4:
In page 3, line 4, after "addressed" to insert "and at which a document may be served on the body either by leaving it at the office or by sending it by post addressed to the body at the office.".

Senator FitzGerald and other Senators commented on the question of the service of legal documents and the fact that their service should be clearly indicated as being properly legislated for in this Bill. In accordance with what they suggested, although I have some doubts as to whether it is necessary, I have inserted this amendment which makes it clear that the service of legal documents in relation to corporate bodies established under the Bill can be effected by leaving them at the office or sending them by post to the office of the body in the State. This amendment goes a long way to meet the points raised by Senator FitzGerald during the Committee Stage. The likely traffic will not warrant the establishment of a register and the appointment of a registrar. The Minister's office can undertake this in the usual way.

As far as I am concerned this amendment meets the case completely.

Amendment agreed to.

Amendments Nos. 5 and 6 may be discussed together.

Government amendment No. 5:
In page 3, line 13, after "bodies," to insert "together with, in case any such constitution or amendment is not written in the English or Irish language, a translation thereof,".

This again is self-evident. It was suggested we should have clarification of the language in which the constitution of the body applying for incorporation should be provided. If the constitution is not written in either Irish or English those applying for corporate status should supply a translation and that translation should be available for public inspection. This amendment is in response to suggestions that we ought to assure ourselves that there will be proper facilities for everyone to examine the constitution in either the Irish or English language.

I am glad the Minister has done this. It may not be essential but it is desirable. The amendment makes the position absolutely clear so far as this Bill is concerned. I welcome the Minister's amendment and his approach to it.

Amendment agreed to.
Government amendment No. 6:
In page 3, to delete lines 17 to 19 and insert:
(d) every registered body shall for the purposes of paragraph (b) of this subsection supply to the Minister a copy of its constitution (including amendments) together with, where necessary, a translation thereof.
Amendment agreed to.

As amendment No. 8 is consequential on amendment No. 7, they may be discussed together.

Government amendment No. 7:
In page 3, line 38, after "may" to insert "subject to subsection (4) of this section,".

It was suggested by Senator FitzGerald, Senator O'Higgins and others that a body established here under this Bill might get itself into trouble in relation to a revocation order made by the Minister and care should be taken to ensure that those outside the Minister's office would be acquainted with the reasons underlying the revocation, if, for example, the body happened to be in financial trouble or there was litigation pending or any other circumstances under which those outside should properly know of the Minister's intention to revoke the order. Because of the pressure exercised on me to clarify the position I have inserted these two amendments. They answer Senator FitzGerald's attempt to apply the Companies Act to the winding up of any corporate body established by the Bill. It is a compromise arrangement which is at least reasonable bearing in mind, as I have said, the unlikelihood of any international body getting itself into the kind of trouble where a large number of people here are likely to be involved either through the indebtedness of the company or any other reason affecting property or anything else which might be concerned with the revocation of the order.

I accept this with some degree of unhappiness. I understand the Minister wants to be able to present to bodies with immense prestige a Bill which will not be offensive to them. The particular bodies who will seek this order will enjoy that prestige and this is therefore nationally important. I wonder if the Minister's advisers could devise some method by which, in the event of some unsavoury body seeking and getting advantage of this Bill, the particular provision of the Companies Act which enables the liquidator of such a body corporate to get back property paid out to others, would be in the Minister's hands. There is nothing in the Bill or in the amendment to enable the Minister to take steps, if an unsavoury body got in, and everyone hopes and trusts it will not, for the benefit of those persons who are treating with the body corporate in the same way as the persons treating with the body would have if they were incorporated under the Companies Act.

Miss Bourke

I cannot follow this amendment. Is the amendment subject to subsection (4) of this section? I cannot see subsection (4).

Amendment No. 8 brings in subsection (4) and they are both being taken together.

Miss Bourke

I thought there was something wrong.

With regard to the proposed new subsection (4) I wonder if the Minister is going a little bit too far. It is proposed that any person may within the 14 days after the newspaper notice has been given make application to the Minister in respect of another matter to which an order to be made under this section is intended. It is phrased, "any person." I am sure what the Minister and his advisers have in mind is that any person having an interest would be entitled to make an application. I imagine if any such application was made it will be made by a person who has some interest in making it but this does seem to leave it very wide so that a person can make an application whether or not he has an interest.

I gather subsection (4) is purposely framed so that I do not have to decide whether a person has, in fact, an interest. It gives every person the opportunity to make an application to me.

I have no objection once the Minister is alive to the point.

Amendment agreed to.
Government amendment No. 8:
In page 4, between lines 4 and 5, to insert the following:
(3) In case the Minister proposes to make a revoking order he shall cause to appear in at least two daily newspapers published in the State a notice of his intention to make the order.
(4) Any person may, within the period of fourteen days beginning on the date on which the requirements of subsection (3) of this section are complied with, make an application to the Minister in respect of any matter to which an order to be made under this section is intended to relate and the Minister shall, as soon as may be, decide the application and notify the person of his decision.
Amendment agreed to.
Government amendment No. 9:
In page 4, between lines 4 and 5, to insert between section 8 the following new section:
8. As soon as may be after the 1st day of January in each year, the Minister shall prepare and cause to be laid before both Houses of the Oireachtas an annual report on the exercise of his functions under this Act.

This amendment provides for the presentation of an annual report to both Houses of the Oireachtas so that they may have an idea of the progress made and the general circumstances under which these corporate bodies operate. It is really a matter of public relations and communications. There is always a cry for greater communications in matters of government. This amendment will enable the Minister to prepare an annual report and exercise his functions under the Bill. I think it is self-explanatory.

I agree with the Minister and thank him for the amendment.

Amendment agreed to.

Do sections 9 and 10 automatically become renumbered?

Bill as amended, received for final consideration.
Agreed to take Fifth Stage today.