This is entirely new. The expression " extended notice " is defined in the section and it is entirely new. This form of notice is required in connection with resolutions for the removal of auditors or directors. In these cases the company may act by means of ordinary resolutions requiring only a simple majority provided however that the special provisions regarding extended notice are complied with.
SECTION 142.
Question proposed : " That Section 142 stand part of the Bill."
Does Section 142 apply to a private company ?
It does.
Where is " extended notice " defined ?
In the section itself.
I have read the section twice and I do not see it.
I think it is in the later section. Extended notice has the meaning assigned to it by Section 142 but it is not defined.
The intention of Section 142 is to define what you mean by the words " extended notice ". " Extended notice " is referred to in Sections 161 and 182 just in those two words. Then you would go back to the definition section—Section 2— which will tell you that it is as explained in Section 142.
Section 142 is in fact the definition. The definition is not included in the section.
It is the section.
Extended notice means not less than 28 days ?
Yes, with some exceptions, that is the idea generally. That is the notice to the company as distinct from the notice by the company to its members.
Why is it dealt with in this way and not as other definitions ?
Because it is too long.
You would never know it was in Section 161 or 182. I am sure there is some art or strategy in this which escapes us.
I think as a definition it would probably be too long to put it into Section 2. Section 142 is not an unreasonable place to look for it because this particular block of sections is headed " meetings and proceedings ".
In any case you are referred to it in the definition section.
I see nothing wrong with it.
You say " subject to subsection (2) whereby any provision hereinafter contained in this Act extended notice is required . . ." Could we not say where it is contained? Could we not say " any provisions contained in Section 161 and 182 ". It would make it much simpler.
Does it make it simpler? First you must exhaustively enumerate the sections and secondly, and the most objectionable point, is that every amendment—and presumably there will be some—you would have to specifically capture them.
Why not do it the other way around, insert in Sections 161 and 182, " extended notice as defined by Section 142 ".
That could be done.
It is a treasure hunt at the moment.
What are lawyers for?
Does it appear anywhere else?
I am not sure of that at the moment.
The Minister will consider that aspect of it.
Certainly. I see no objection to tying it up.
Would it be more correct in Section 2, instead of saying " extended notice has the meaning assigned to it by Section 142 " to say something to the effect that extended notice is notice as set out in Section 142?
In Section 2 you nearly always say " has the meaning assigned to it ". What is the difference between that and the word " means " ?
I think Deputy Booth's point is that in fact this section does not on the face of it assign a meaning but by implication it does.
If you refer to the definition of " contributory " in Section 2 you see it has the meaning assigned to it by Section 208 and Section 208 starts " The term ‘contributory‘ means every person liable to contribute . . ." It follows a bit more logically.
It is part of the mechanics of drafting and we can ask the draftsman to look into that.
" Extended notice means subject to subsection (2) "— that is what you mean ?
Yes.
That would be easier.
The Minister will look into that.
Question put and agreed to.