Part I Trade Unions
Chapter VII Amalgamations and similar matters
Amalgamation or transfer of engagements
97 Amalgamation or transfer of engagements.
1
Two or more trade unions may amalgamate and become one trade union, with or without a division or dissolution of the funds of any one or more of the amalgamating unions, but shall not do so unless—
a
the instrument of amalgamation is approved in accordance with section 98, and
b
the requirements of F1section 99 (notice to members) and section 100 (resolution to be passed by required majority on ballot held in accordance with sections 100A to 100E) are complied with in respect of each of the amalgamating unions.
2
A trade union may transfer its engagements to another trade union which undertakes to fulfil those engagements, but shall not do so unless—
a
the instrument of transfer is approved in accordance with section 98, and
b
the requirements of F1section 99 (notice to members) and section 100 (resolution to be passed by required majority on ballot held in accordance with sections 100A to 100E) are complied with in respect of the transferor union.
3
An amalgamation or transfer of engagements does not prejudice any right of any creditor of any trade union party to the amalgamation or transfer.
4
The above provisions apply to every amalgamation or transfer of engagements notwithstanding anything in the rules of any of the trade unions concerned.
98 Approval of instrument of amalgamation or transfer.
1
The instrument of amalgamation or transfer must be approved by the Certification Officer and shall be submitted to him for approval before F2a ballot of the members of any amalgamating union, or (as the case may be) of the transferor union, is held on the resolution to approve the instrument.
F162
If the Certification Officer is satisfied—
a
that an instrument of amalgamation complies with the requirements of any regulations in force under this Chapter, and
b
that he is not prevented from approving the instrument of amalgamation by subsection (3),
he shall approve the instrument.
3
The Certification Officer shall not approve an instrument of amalgamation if it appears to him that the proposed name of the amalgamated union is the same as the name under which another organisation—
a
was on 30th September 1971 registered as a trade union under the Trade Union Acts 1871 to 1964,
b
was at any time registered as a trade union or employers' association under the Industrial Relations Act 1971, or
c
is for the time being entered in the list of trade unions or in the list of employers' associations,
or if the proposed name is one so nearly resembling any such name as to be likely to deceive the public.
4
Subsection (3) does not apply if the proposed name is the name of one of the amalgamating unions.
5
If the Certification Officer is satisfied that an instrument of transfer complies with the requirements of any regulations in force under this Chapter, he shall approve the instrument.
99 Notice to be given to members.
1
The trade union shall take all reasonable steps to secure F3that every voting paper which is supplied for voting in the ballot on the resolution to approve the instrument of amalgamation or transfer is accompanied by a notice in writing approved for the purpose by the Certification Officer.
2
The notice shall be in writing and shall either—
a
set out in full the instrument of amalgamation or transfer to which the resolution relates, or
b
give an account of it sufficient to enable those receiving the notice to form a reasonable judgment of the main effects of the proposed amalgamation or transfer.
3
If the notice does not set out the instrument in full it shall state where copies of the instrument may be inspected by those receiving the notice.
F43A
The notice shall not contain any statement making a recommendation or expressing an opinion about the proposed amalgamation or transfer.
4
The notice shall also comply with the requirements of any regulations in force under this Chapter.
5
The notice proposed to be supplied to members of the union under this section shall be submitted to the Certification Officer for approval; and he shall approve it if he is satisfied that it meets the requirements of this section.
100F5 Requirement of ballot on resolution.
1
A resolution approving the instrument of amalgamation or transfer must be passed on a ballot of the members of the trade union held in accordance with sections 100A to 100E.
2
A simple majority of those voting is sufficient to pass such a resolution unless the rules of the trade union expressly require it to be approved by a greater majority or by a specified proportion of the members of the union.
100AF6Appointment of independent scrutineer.
1
The trade union shall, before the ballot is held, appoint a qualified independent person (“the scrutineer”) to carry out—
a
the functions in relation to the ballot which are required under this section to be contained in his appointment; and
b
such additional functions in relation to the ballot as may be specified in his appointment.
2
A person is a qualified independent person in relation to a ballot if—
a
he satisfies such conditions as may be specified for the purposes of this section by order of the Secretary of State or is himself so specified; and
b
the trade union has no grounds for believing either that he will carry out any functions conferred on him in relation to the ballot otherwise than competently or that his independence in relation to the union, or in relation to the ballot, might reasonably be called into question.
An order under paragraph (a) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.
3
The scrutineer’s appointment shall require him—
a
to be the person who supervises the production of the voting papers and (unless he is appointed under section 100D to undertake the distribution of the voting papers) their distribution and to whom the voting papers are returned by those voting;
b
to—
i
inspect the register of names and addresses of the members of the trade union, or
ii
examine the copy of the register as at the relevant date which is supplied to him in accordance with subsection (9)(a),
whenever it appears to him appropriate to do so and, in particular, when the conditions specified in subsection (4) are satisfied;
c
to take such steps as appear to him to be appropriate for the purpose of enabling him to make his report (see section 100E);
d
to make his report to the trade union as soon as reasonably practicable after the last date for the return of voting papers; and
e
to retain custody of all voting papers returned for the purposes of the ballot and the copy of the register supplied to him in accordance with subsection (9)(a)—
i
until the end of the period of one year beginning with the announcement by the union of the result of the ballot; and
ii
if within that period a complaint is made under section 103 (complaint as regards passing of resolution), until the Certification Officer or Employment Appeal Tribunal authorises him to dispose of the papers or copy.
4
The conditions referred to in subsection (3)(b) are—
a
that a request that the scrutineer inspect the register or examine the copy is made to him during the appropriate period by a member of the trade union who suspects that the register is not, or at the relevant date was not, accurate and up-to-date, and
b
that the scrutineer does not consider that the member’s suspicion is ill-founded.
5
In subsection (4) “the appropriate period” means the period—
a
beginning with the day on which the scrutineer is appointed, and
b
ending with the day before the day on which the scrutineer makes his report to the trade union.
6
The duty of confidentiality as respects the register is incorporated in the scrutineer’s appointment.
7
The trade union shall ensure that nothing in the terms of the scrutineer’s appointment (including any additional functions specified in the appointment) is such as to make it reasonable for any person to call the scrutineer’s independence in relation to the union into question.
8
The trade union shall, before the scrutineer begins to carry out his functions, either—
a
send a notice stating the name of the scrutineer to every member of the union to whom it is reasonably practicable to send such a notice, or
b
take all such other steps for notifying members of the name of the scrutineer as it is the practice of the union to take when matters of general interest to all its members need to be brought to their attention.
9
The trade union shall—
a
supply to the scrutineer as soon as is reasonably practicable after the relevant date a copy of the register of names and addresses of its members as at that date, and
b
comply with any request made by the scrutineer to inspect the register.
10
Where the register is kept by means of a computer the duty imposed on the trade union by subsection (9)(a) is either to supply a legible printed copy or (if the scrutineer prefers) to supply a copy of the computer data and allow the scrutineer use of the computer to read it at any time during the period when he is required to retain custody of the copy.
11
The trade union shall ensure that the scrutineer duly carries out his functions and that there is no interference with his carrying out of those functions which would make it reasonable for any person to call the scrutineer’s independence in relation to the union into question.
12
The trade union shall comply with all reasonable requests made by the scrutineer for the purposes of, or in connection with, the carrying out of his functions.
13
In this section “the relevant date” means—
a
where the trade union has rules determining who is entitled to vote in the ballot by reference to membership on a particular date, that date, and
b
otherwise, the date, or the last date, on which voting papers are distributed for the purposes of the ballot.
100BF7Entitlement to vote.
Entitlement to vote in the ballot shall be accorded equally to all members of the trade union.
100CF8Voting.
1
The method of voting must be by the marking of a voting paper by the person voting.
2
Each voting paper must—
a
state the name of the independent scrutineer and clearly specify the address to which, and the date by which, it is to be returned, and
b
be given one of a series of consecutive whole numbers every one of which is used in giving a different number in that series to each voting paper printed or otherwise produced for the purposes of the ballot, and
c
be marked with its number.
3
Every person who is entitled to vote in the ballot must—
a
be allowed to vote without interference or constraint, and
b
so far as is reasonably practicable, be enabled to do so without incurring any direct cost to himself.
4
So far as is reasonably practicable, every person who is entitled to vote in the ballot must—
a
have a voting paper sent to him by post at his home address or another address which he has requested the trade union in writing to treat as his postal address, and
b
be given a convenient opportunity to vote by post.
5
No voting paper which is sent to a person for voting shall have enclosed with it any other document except—
a
the notice which, under section 99(1), is to accompany the voting paper,
b
an addressed envelope, and
c
a document containing instructions for the return of the voting paper,
without any other statement.
6
The ballot shall be conducted so as to secure that—
a
so far as is reasonably practicable, those voting do so in secret, and
b
the votes given in the ballot are fairly and accurately counted.
For the purposes of paragraph (b) an inaccuracy in counting shall be disregarded if it is accidental and on a scale which could not affect the result of the ballot.
100DF9Counting of votes etc. by independent person.
1
The trade union shall ensure that—
a
the storage and distribution of the voting papers for the purposes of the ballot, and
b
the counting of the votes cast in the ballot,
are undertaken by one or more independent persons appointed by the trade union.
2
A person is an independent person in relation to a ballot if—
a
he is the scrutineer, or
b
he is a person other than the scrutineer and the trade union has no grounds for believing either that he will carry out any functions conferred on him in relation to the ballot otherwise than competently or that his independence in relation to the union, or in relation to the ballot, might reasonably be called into question.
3
An appointment under this section shall require the person appointed to carry out his functions so as to minimise the risk of any contravention of requirements imposed by or under any enactment or the occurrence of any unfairness or malpractice.
4
The duty of confidentiality as respects the register is incorporated in the scrutineer’s appointment.
5
Where the person appointed to undertake the counting of votes is not the scrutineer, his appointment shall require him to send the voting papers back to the scrutineer as soon as reasonably practicable after the counting has been completed.
6
The trade union—
a
shall ensure that nothing in the terms of an appointment under this section is such as to make it reasonable for any person to call into question the independence of the person appointed in relation to the union,
b
shall ensure that a person appointed under this section duly carries out his functions and that there is no interference with his carrying out of those functions which would make it reasonable for any person to call into question the independence of the person appointed in relation to the union, and
c
shall comply with all reasonable requests made by a person appointed under this section for the purposes of, or in connection with, the carrying out of his functions.
100EF10Scrutineer’s report.
1
The scrutineer’s report on the ballot shall state—
a
the number of voting papers distributed for the purposes of the ballot,
b
the number of voting papers returned to the scrutineer,
c
the number of valid votes cast in the ballot for and against the resolution,
d
the number of spoiled or otherwise invalid voting papers returned, and
e
the name of the person (or of each of the persons) appointed under section 100D or, if no person was so appointed, that fact.
2
The report shall also state whether the scrutineer is satisfied—
a
that there are no reasonable grounds for believing that there was any contravention of a requirement imposed by or under any enactment in relation to the ballot,
b
that the arrangements made (whether by him or any other person) with respect to the production, storage, distribution, return or other handling of the voting papers used in the ballot, and the arrangements for the counting of the votes, included all such security arrangements as were reasonably practicable for the purpose of minimising the risk that any unfairness or malpractice might occur, and
c
that he has been able to carry out his functions without any such interference as would make it reasonable for any person to call his independence in relation to the union into question;
and if he is not satisfied as to any of those matters, the report shall give particulars of his reasons for not being satisfied as to that matter.
3
The report shall also state—
a
whether the scrutineer—
i
has inspected the register of names and addresses of the members of the trade union, or
ii
has examined the copy of the register as at the relevant date which is supplied to him in accordance with section 100A(9)(a),
b
if he has, whether in the case of each inspection or examination he was acting on a request by a member of the trade union or at his own instance,
c
whether he declined to act on any such request, and
d
whether any inspection of the register, or any examination of the copy of the register, has revealed any matter which he considers should be drawn to the attention of the trade union in order to assist it in securing that the register is accurate and up-to-date,
but shall not state the name of any member who has requested such an inspection or examination.
4
Where one or more persons other than the scrutineer are appointed under section 100D, the statement included in the scrutineer’s report in accordance with subsection (2)(b) shall also indicate—
a
whether he is satisfied with the performance of the person, or each of the persons, so appointed, and
b
if he is not satisfied with the performance of the person, or any of them, particulars of his reasons for not being so satisfied.
5
The trade union shall not publish the result of the ballot until it has received the scrutineer’s report.
6
The trade union shall within the period of three months after it receives the report—
a
send a copy of the report to every member of the union to whom it is reasonably practicable to send such a copy; or
b
take all such other steps for notifying the contents of the report to the members of the union (whether by publishing the report or otherwise) as it is the practice of the union to take when matters of general interest to all its members need to be brought to their attention.
7
Any such copy or notification shall be accompanied by a statement that the union will, on request, supply any member of the trade union with a copy of the report, either free of charge or on payment of such reasonable fee as may be specified in the notification.
8
The trade union shall so supply any member of the union who makes such a request and pays the fee (if any) notified to him.
101 Registration of instrument of amalgamation or transfer.
1
An instrument of amalgamation or transfer shall not take effect before it has been registered by the Certification Officer under this Chapter.
2
It shall not be so registered before the end of the period of six weeks beginning with the date on which an application for its registration is sent to the Certification Officer.
F113
An application for registration of an instrument of amalgamation or transfer shall not be sent to the Certification Officer until section 100E(6) has been complied with in relation to the scrutineer’s report on the ballot held on the resolution to approve the instrument.
101AF17Listing and certification after amalgamation
1
Subsection (2) applies if when an instrument of amalgamation is registered by the Certification Officer under this Chapter each of the amalgamating unions is entered in the list of trade unions.
2
The Certification Officer shall—
a
enter, with effect from the amalgamation date, the name of the amalgamated union in the list of trade unions, and
b
remove, with effect from that date, the names of the amalgamating unions from that list.
3
Subsection (4) applies if when an instrument of amalgamation is registered by the Certification Officer under this Chapter each of the amalgamating unions has a certificate of independence which is in force.
4
The Certification Officer shall issue to the amalgamated trade union, with effect from the amalgamation date, a certificate that the union is independent.
5
In this section “the amalgamation date” means the date on which the instrument of amalgamation takes effect.
101BSupply of information by amalgamated union
1
If an instrument of amalgamation is registered under this Chapter by the Certification Officer and the amalgamated union is entered in the list of trade unions in accordance with section 101A, that union shall send to him, in such manner and form as he may require—
a
a copy of the rules of the union,
b
a list of its officers, and
c
the address of its head or main office.
2
The information required to be sent under subsection (1) must be accompanied by any fee prescribed for the purpose under section 108.
3
The information must be sent—
a
before the end of the period of six weeks beginning with the date on which the instrument of amalgamation takes effect, or
b
if the Certification Officer considers that it is not reasonably practicable for the amalgamated union to send it in that period, before the end of such longer period, beginning with that date, as he may specify to the amalgamated union.
4
If any of subsections (1) to (3) are not complied with by the amalgamated union, the Certification Officer shall remove its name from the list of trade unions.
102 Power to alter rules of transferee union for purposes of transfer.
1
Where a trade union proposes to transfer its engagements to another trade union and an alteration of the rules of the transferee union is necessary to give effect to provisions in the instrument of transfer, the committee of management or other governing body of that union may by memorandum in writing alter the rules of that union so far as is necessary to give effect to those provisions.
This subsection does not apply if the rules of the trade union expressly provide that this section is not to apply to that union.
2
An alteration of the rules of a trade union under subsection (1) shall not take effect unless or until the instrument of transfer takes effect.
3
The provisions of subsection (1) have effect, where they apply, notwithstanding anything in the rules of the union.
103F25Powers of Certification Officer as regards passing of resolution.
F121
A member of a trade union who claims that the union—
a
has failed to comply with any of the requirements of sections 99 to 100E, or
b
has, in connection with a resolution approving an instrument of amalgamation or transfer, failed to comply with any rule of the union relating to the passing of the resolution,
may complain to the Certification F18Officer; but the Officer may also exercise the powers under this section where no complaint under this section is made.
2
Any complaint must be made before the end of the period of six weeks beginning with the date on which an application for registration of the instrument of amalgamation or transfer is sent to the Certification Officer.
Where a complaint is made, the Certification Officer shall not register the instrument before the complaint is finally determined or is withdrawn.
F222A
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
F20Where the Certification Officer is satisfied that there has been a failure such as is mentioned in paragraph (a) or (b) of subsection (1)—
a
he shall make a declaration to that effect, and
b
he may make an order specifying the steps which must be taken before he will entertain any application to register the instrument of amalgamation or transfer;
and where he makes such an order, he shall not entertain any application to register the instrument unless he is satisfied that the steps specified in the order have been taken.
An order under this subsection may be varied by the Certification Officer by a further order.
F263A
Before deciding the matter the Certification Officer—
a
may make such enquiries as the Officer thinks fit,
b
must give the union and the complainant (if any) an opportunity to make written representations, and
c
may give the union and the complainant (if any) an opportunity to make oral representations.
4
The Certification Officer shall furnish a statement, orally or in writing, of the reasons for his decision F21... under this section.
5
The validity of a resolution approving an instrument of amalgamation or transfer shall not be questioned in any legal proceedings whatsoever (except proceedings before the Certification Officer under this section or proceedings arising out of such proceedings) on any ground on which a complaint could be, or could have been, made to the Certification Officer under this section.
F136
Where the Certification Officer requests a person to furnish information to him in connection with enquiries made by him under this section, he shall specify the date by which that information is to be furnished and, unless he considers that it would be inappropriate to do so, shall proceed with his determination F19... notwithstanding that the information has not been furnished to him by the specified date.
F137
A declaration made by the Certification Officer under this section may be relied on as if it were a declaration made by the court.
F138
Where an order has been made under this section, any person who is a member of the union and was a member at the time it was made is entitled to enforce obedience to the order as if he had made F24a complaint under this section.
F139
An order made by the Certification Officer under this section may be enforced in the same way as an order of the court.
104 Appeal from decision of Certification Officer.
An appeal lies to the Employment Appeal Tribunal, at the instance of the complainant or the trade union, F23on any question arising in any proceedings before, or arising from any decision of, the Certification Officer under section 103.
105 Transfer of property on amalgamation or transfer.
1
Where an instrument of amalgamation or transfer takes effect, the property held—
a
for the benefit of any of the amalgamating unions, or for the benefit of a branch of any of those unions, by the trustees of the union or branch, or
b
for the benefit of the transferor trade union, or for the benefit of a branch of the transferor trade union, by the trustees of the union or branch,
shall without any conveyance, assignment or assignation vest, on the instrument taking effect, or on the appointment of the appropriate trustees, whichever is the later, in the appropriate trustees.
2
In the case of property to be held for the benefit of a branch of the amalgamated union, or of the transferee union, “the appropriate trustees” means the trustees of that branch, unless the rules of the amalgamated or transferee union provide that the property to be so held is to be held by the trustees of the union.
3
In any other case “the appropriate trustees” means the trustees of the amalgamated or transferee union.
4
This section does not apply—
a
to property excepted from the operation of this section by the instrument of amalgamation or transfer, or
b
to stocks and securities in the public funds of the United Kingdom or Northern Ireland.
106 Amalgamation or transfer involving Northern Ireland union.
1
This Chapter has effect subject to the following modifications in the case of an amalgamation or transfer of engagements to which a trade union and a Northern Ireland union are party.
2
The requirements of sections F1498 to 100E and 101(3) (approval of instrument, notice to members and ballot on resolution) do not apply in relation to the Northern Ireland union; but the Certification Officer shall not register the instrument under section 101 unless he is satisfied that it will be effective under the law of Northern Ireland.
3
The instrument of amalgamation or transfer submitted to the Certification Officer for his approval under section 98 shall state which of the bodies concerned is a Northern Ireland union and, in the case of an amalgamation, whether the amalgamated body is to be a Northern Ireland union; and the Certification Officer shall withhold his approval if the instrument does not contain that information.
4
Nothing in section 102 (alteration of rules) or F15sections 103 and 104 (complaint as to passing of resolution) applies in relation to the Northern Ireland union.
5
Subject to the exceptions specified above, the provisions of this Chapter as to amalgamations or transfers of engagements apply in relation to the Northern Ireland union.