Memorandum and Articles of Association of I.W.A. Limited · memorandum and articles of association...

Amended by Special Resolutiondated 18th May 2013

Memorandum and Articles of Association

of I.W.A. Limited

MEMORANDUM AND ARTICLES OF ASSOCIATION OF I.W.A. LIMITED

COMPANIES ACT, 1963 – 2009

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF

I.W.A. LIMITED

Amended by Special Resolution dated 18th May 2013

1. The name of the Company is “I.W.A. LIMITED” trading as Irish WheelchairAssociation (hereinafter referred to as the “Company”)

2. The main object for which the Company is established is to optimise theintellectual, social and economic independence of persons with reduced mobilityand to minimise the effects of mobility impairment.

3. The following are the powers of the company:-

(a) To provide counselling, rehabilitation, training assessment and othercompensatory supports to person with reduced mobility and theirdependants;

(b) To promote work and programmes directed towards the independence ofpeople with mobility impairments including the running of resource centres,services and advocacy and/or training persons in the better use of theirequipment and home supports, transport and other such requirementsneeded to improve their quality of life;

(c) To promote the educational opportunities for children and adults withreduced mobility through the provision of schools/centres and classes or byco-operating with educational establishments or educational bodiesextending learning to persons with reduced mobility;

(d) To promote appropriate programmes to advance employment opportunitiesof adult education, vocational training, etc, of persons with reduced mobilityand their families;

(e) To promote appropriate programmes of sporting activities, driving assessmentand tuition and the issuing of any licences/badges required by agreement withany Government Department;


(f ) To maintain libraries/information facilities of materials in appropriate formatsfor educational, recreational, vocational and such other purposes as thought fitand to operate services in furtherance of the main object;

(g) To maintain stocks of materials and equipment for loan or sale to persons withreduced mobility useful to them to reduce the effects of mobility impairment;

(h) To establish and operate centres/hospitals, clinics, nursing homes, hostels,hotels, residences and dwellings suitable for the treatment, care or residenceof mobility impaired persons and of their dependants and to establish anycompany or co-operate with any company in the furtherance of providingaccommodation or dwellings for mobility impaired persons and/or theirdependants, whether in the Republic of Ireland or elsewhere in keeping withthe main object as here set out.

(i) To carry on any trade/activity for the purpose of providing employment formobility impaired persons PROVIDED THAT the surpluses achieved (if any) ofany such trade/activity shall be applied solely for the furtherance of the mainobject of the Company;

(j) To operate training courses for individuals who may not be mobility impairedtowards the creation of a resource of trained workers skilled in methods andtechniques of practical assistance designed to reduce the handicapping effectsof mobility impairment including the purchase and maintenance of centresappropriate to such training and to extend to other individuals and/ororganisations working with impaired or disadvantaged individualsparticipation in all or some of the aforesaid training courses;

(k) To extend all or some of the services, training courses or special considerationsof the Company to other impaired or disadvantaged persons always providedthat no otherwise eligible mobility impaired person will be denied or declinedadmission to any of the Company’s services, courses or special considerationsas set out in this Memorandum in favour of persons who are otherwiseimpaired or disadvantaged;

(l) To advance the study of, promote research into and organise such conferencesand programmes as will contribute to a greater understanding of theparticular needs of mobility impaired persons or research into the design oftechnical aids or development of methods or techniques in the furtherance ofinnovation and best practice and to set up colleges or panels of professionalpersons as may be required to give the Company’s research eligibility forfinancial support including receipt of covenants and research grants;

(m) To own or participate in the ownership with others of radio, television, print orelectronic publishing companies or publish, make films, video or other broadcastmaterials as will promote the better understanding of the needs of mobilityimpaired persons or will attract the funds to promote the objects as here set out.


For the purpose of attaining the main object aforesaid (but not otherwise) todo each and every of the things following, that is to say:

(i) To purchase, take on lease, exchange, hire or otherwise acquire any real orpersonal property for any estate or interest whatsoever and any rights orprivileges or easements over or in respect of any property and inparticular, but without prejudice to the generality of the foregoing, toacquire the property and assets of the unincorporated Association knownas “Irish Wheelchair Association”;

(ii) To establish member/volunteer clubs or activity groups and to regulatesuch member/volunteer clubs or activity groups under bye-laws ofCompany;

(iii) To sell, improve, let, manage, develop, exchange, lease, hire, mortgage,dispose, turn into account or otherwise deal with all or any part of theundertaking, property and rights of the Company.

(iv) To borrow and raise money and to secure or discharge any debt orobligation of or binding on the Company in such manner as may bethought fit and in particular (without limitation) by the creation ofcharges or mortgages (whether legal or equitable) or floating chargesupon the undertaking and all or any of the property and rights of theCompany both present and future including its goodwill, or by thecreation and issue on such terms and conditions as may be thoughtexpedient of debentures, debenture stock or other securities of anydescription;

(v) To guarantee the payment of any debts or the performance of anycontract or obligation of any company or association or undertaking or ofany person and to give indemnities of all kinds either with or without theCompany receiving any consideration or benefit and to secure any suchguarantee and any such indemnity in any manner and in particular(without limitation) by the creation of charges or mortgages (whetherlegal or equitable) or floating charges or the issue of debentures chargedupon all or any of the property and rights of the Company both presentand future, including its goodwill;

(vi) To invest and deal with the monies of the Company not immediatelyrequired and in such manner as may from time to time be determined,including the establishment of trust funds to be kept separate to thegeneral funds of the Company;

(vii) To undertake the office of manager, secretary, registrar, trustee, treasureror any other office of trust or confidence;


(viii) To employ such staff as may be required by the Company from time totime in the furtherance of the main object;

(ix) To grant pensions, gratuities, allowances or charitable aid to any personwho may have served the company as an employee, or to the wives,husbands, children or other dependents of such person provided thatsuch pensions, gratuities, allowances or charitable aid shall be no morethan that provided by an occupational pension scheme and providedthat such occupational pension scheme has been operated by thecompany and the beneficiary of the pensions, gratuities, allowances orcharitable aid, or their spouse or parent, has been a member of theoccupational pension scheme while employed by the company, and tomake payments towards insurance and to form and contribute toprovident and benefit funds for the benefit of any persons employed bythe company and to subscribe or guarantee money for charitable objects;

(x) To advertise and promote and further the objects of the Company byconferences, public or private meetings, discussions, publications or bysuch other means as may be deemed desirable or necessary in order tofurther the main object of the Company;

(xi) To promote, establish, co-operate with, become a member of, or assist byadvice or by the grant of loans, donations or gifts or otherwise, anyassociation, institution or body, whatsoever and whether established orincorporated in Ireland or elsewhere having main objects or purposeswholly or partially similar to those of the Company;

(xii) To promote, sponsor, undertake and establish lotteries/flagdays/sponsored events/garden parties/banquets/socials/sales; tomanage sales outlets and to run fetes and to organise amusements andsporting and other events and activities; to solicit, receive, hold donationsof gifts, bequests, covenants, etc, for the purpose of raising funds for theCompany; and other similar means of raising funds;

(xiii) To enter into any agreement for co-operation or reciprocal concessionwith any government agency or authorities, national, municipal orotherwise, corporate bodies, unincorporated associations, health boardsor persons that may be conducive to the attainment of the objects of theCompany or any of them and to obtain from any government agency,authority, company, health boards, firm or person any charters, contracts,decrees, rights, privileges and concessions which the Company may thinkdesirable and to carry out, exercise and comply with any such charters,contracts, decrees, rights, privileges and concessions;

(xiv) To acquire and become registered proprietors of copyrights and trademarks, logos, websites, electronic addresses, etc, and any other form ofintellectual property;

(xv) To do all such other things as the Company may consider incidental orconducive to the attainment or advancement of any of the objects of theCompany.

4. The Company shall operate primarily in the island of Ireland but may supportwelfare programmes and initiatives for mobility impaired persons in othercountries. It may establish relationships or enter into legal arrangements in suchcountries outside of Ireland with bodies or agencies or individuals which have asone of their purposes the furtherance of the interests of mobility impaired persons.

5. The Company shall not support with its funds any main object or endeavour toimpose on or procure to be observed by its members or others any regulation,restriction or condition which, if an object of the Company, would make it a TradeUnion. Provided also that in case the Company shall take or hold any propertysubject to the jurisdiction of the Commissioners of Charitable Donations andBequests for Ireland, the Company shall not sell, mortgage, charge or lease thesame without such authority, approval or consent as may be required by law.

6. The income and property of the company, whencesoever derived, shall be appliedsolely towards the promotion of the main objects of the company set forth in thisMemorandum of Association; and no portion thereof shall be paid or transferred,directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way ofprofit to the members of the company. Nothing herein shall prevent the payment,in good faith, of;

1. Reasonable and proper remuneration to any member, officer or servant (notbeing a director) of the company in return for services actually rendered to thecompany, or

2. Interest at a rate not exceeding 5 per cent per annum on money lent by anymember to the company, or

3. Reasonable and proper rent for premises demised or let by any member to thecompany but so that no member of the board of directors (or any sub-committee or governing body by whatever title called) of the Company shallbe appointed to any salaried office of the Company paid by fees, and that noremuneration or other benefit in money or monies worth shall be given by theCompany to any director, sub-committee or governing body (worker directorsexcepted for normal salary payments) other than:

4. Repayment of out-of-pocket expenses, or

5. Interest at the rate aforesaid on money lent to the Company, or



6. A payment to a company of which a director of the company may be amember holding not more than one per cent of the capital of that companysuch member not to be bound to account for any share of profits he mayreceive in respect of any such payment

Provided, however, that nothing shall prevent the payment of remuneration to twoCompany Staff Representatives for services rendered to the company as employeesand provided that their salary is commensurate with comparable positions in othersimilar organisations and provided that they are not present at the meetings of theboard of directors when their remuneration is discussed and voted upon.

7. No addition, alteration or amendment shall be made to the objects of theCompany, such that there would be non-compliance with the requirements ofsection 24 (1)(a) and (b) of the Companies Act 1963, as provided for in theprovisions of this Memorandum of Association for the time being in force unlessthe same shall have been previously submitted to and approved by the Registrar ofCompanies and no addition, alteration or amendment shall be made to or in theprovisions of the Memorandum and Articles of Association for the time being inforce, unless the same shall have been previously submitted to and approved bythe Revenue Commissioners.

8. The sixth and seventh paragraphs of this Memorandum contain conditions onwhich a Licence granted in pursuance of Section 24(1) of the Companies Act 1963is subject and any addition, alterations or amendments thereto must be approvedby the Registrar of Companies and the Revenue Commissioners.

9. The liability of the members is limited.

10. Every member of the Company undertakes to contribute to the assets of theCompany, in the event of the same being wound up while he is a member, orwithin one year after he ceases to be a member, for payment of the debts andliabilities of the Company contracted before the time at which he ceases to be amember, and of the costs, charges and expenses of winding up, and for theadjustment of the rights of the contributors among themselves, such amount asmay be required not exceeding one Euro.

11. If upon the winding up or dissolution of the Company there remains, after thesatisfaction of all its debts and liabilities, any property whatsoever, the same shallnot be paid to or distributed among the members of the Company, but shall begiven or transferred to some other charitable institution or institutions having mainobjects similar to the main objects of the Company and which shall prohibit thedistribution of its or their income and property amongst its or their members to anextent at least as great as is imposed on the Company under or by virtue of Clause6 hereof, such charitable institution or institutions to be determined by themember so the Company at or before the time of dissolution, and if and so far as


effect cannot be given to the aforesaid provision, then to some charitable object asthe board of directors shall determine.

12. Annual audited accounts shall be kept and made available to the RevenueCommissioners on request.

13. No addition, alteration or amendment shall be made to or in the provisions of thisMemorandum & Articles of Association for the time being in force unless the sameshall have been previously approved in writing by the Revenue Commissioners.


NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

Mr. Harry Ellis Volunteer4 Sarto RoadSuttonDublin 13.

Mr. Phelim O’ Reilly Volunteer47 Kincora AvenueClontarfDublin 3

Ms. Molly Buckley VolunteerMoylenaClara RoadTullamore, Co. Offaly

Mr. Michael McCabe Volunteer1 Meadow WayHartstownClonsillaDublin 15.

Mr. Oliver Rice Volunteer98 WestcourtDroghedaCo. Louth.

Ms. Kay Bailey Volunteer51 McSwiney StreetDundalkCo. Louth.

Mr. Dermot Walsh Volunteer8 Walkinstown CloseDublin 12

Dated the 9th day of December 2001

Witness to the above signatures:Name: Seamus ThompsonAddress: Irish Wheelchair Association, Blackheath Drive, Clontarf, Dublin 3

WE, the several persons whose names, addresses and descriptions are subscribed,wish to be formed into a Company in pursuance of this Memorandum ofAssociation.


COMPANIES ACT, 1963 – 2009

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

I.W.A. LIMITED

As adopted by Special Resolution dated 18th May 2013

PRELIMINARY

1. In these Articles, unless there be something in the subject or context inconsistenttherewith;

The “Board” means the Board of Directors of the Company.

The “Company” means the I.W.A. Limited.

The “Companies Act” means the Companies Acts 1963 to 2009 and any Actamending, extending or replacing it and every Act for the time being in forceregulating companies.

The “National Sports Executive Committee” means the executive committee of theSports Section as selected from time to time in accordance with the bye-lawsgoverning the affairs of the Sports Section;

The “Office” means the registered office of the Company.

The “Seal” means the common seal of the Company.

The “Secretary” means any person appointed to perform the duties of the Secretaryof the Company.

A “Sports Club” means any club or branch which is a constituent part of theCompany in accordance with these Articles and the Rules of the Company andwhose primary activities relate to sport;

The “Sports Section” is an integral part of the Company and means the sportssection of the Company (also referred to as “IWA Sport”), whose policy is to developand improve opportunities for people with mobility impairments to participate insport at a level of their choice and which is made up of members who are membersof any Sports Club and/or who have applied for and been accepted as members ofthe Sports Section;


A “Volunteer” means any person who gives freely of their time and service to assistwith the work of the Irish Wheelchair Association.

“In writing” means written or printed or partly written or printed and shall unlessthe contrary intention appears, be construed as including references to printing,lithography, photography and any other modes of representing or reproducingwords in visible forms.

Words importing the singular number shall include the plural number and viceversa and words importing the masculine gender only shall include the femininegender and reference to persons shall include bodies corporate andunincorporated.

Unless the contrary intention appears, the words or expressions contained in thesearticles shall bear the same meaning as in the Companies Acts.

Where a reference is made to a particular section or sections of any Act thereference shall be such section or sections as the same may be from time to timeamended or replaced.

MEMBERS

2. The number of members of the Company is unlimited.

3. The Subscribers to the Memorandum of Association of the Company and suchother persons as shall be admitted to membership in accordance with theseArticles shall be members of the Company and shall be entered in the Register ofMembers accordingly.

4. The following persons are hereby defined as eligible for full membership of theCompany:

1. Persons of reduced mobility, who subscribe in writing to the Rules and Bye-Laws of the Company and who have declared their interest in participating inthe Company and who also agree to be listed on the Company’s register ofmembers.

2. Volunteers who work with persons of reduced mobility, who subscribe inwriting to the Rules and Bye-Laws of the Company and who have declaredtheir interest in participating in the Company and who also agree to be listedon the Company’s register of members.

5. Employees of the Company, who subscribe in writing to the Rules and Bye-Laws ofthe Company and who have declared their interest in participating in the Companyand who also agree to be listed on the Company’s register of members, are eligiblefor associate membership of the Company.


6. The Board may from time to time determine the terms and conditions on whichpersons shall be admitted to membership of the Company and the classes ofmembers and the privileges, rights and obligations of the members of each suchclass.

7. No person shall be admitted as a member of the Company in any class unlesshe/she is first approved by the Board.

8. The rights and privileges of a member as such shall be personal and accordinglyshall not be transferable and shall cease on death.

9. Membership of the Company shall cease:-

1. On the member’s death;

2. If the member resigns by notice in writing sent to the Secretary at the Office;

3. If the member is removed from membership by the Board in accordance withArticles 9, 10 and 11 hereof.

10. Allegations of serious misconduct by a member may, at the discretion of the Board,be referred to the Disciplinary Committee, which shall have the power to expel thatmember from the Company.

11. The Disciplinary Committee shall consist of three individuals selected by the Boardfrom the Disciplinary Panel. The Disciplinary Panel shall be made up of nineindividuals appointed by the Board. The panel members do not have to bemembers of the Company as long as three of the panel members are volunteerswho work with people with reduced mobility and another three are employees ofthe Company.

12. A member whose expulsion is to be taken into consideration by the DisciplinaryCommittee under the provisions of Article 10 hereof shall receive not less than 14days’ notice in writing of such proposed expulsion together with particulars of thegrounds thereof. A member shall be entitled to appeal a decision to expel himupon his giving notice in writing to the Secretary of his intention to appeal within14 days of receipt of the decision of the Disciplinary Committee, the appeal shall beheard by the Board within twenty one [21] days . The member can attend theappeal either in person or through his duly authorised agent but shall not bepresent at the voting or take further part in the proceedings otherwise than as theBoard shall permit. Alternatively or in addition he may submit a written statementwhich shall be taken into consideration by the Board.

13. A former member of the Company shall remain liable for all subscriptions (if any)and contributions due or imposed on him up to the date on which he ceased to bea member and for any sums due by him under Clause 10 of the Memorandum ofAssociation of the Company and shall forfeit all claim to a return of any money paid


by him to the Company on his admission as a member or by way of subscription orotherwise.

14. Every member shall be bound to further to the best of his ability the objects andinterests of the Company, and shall observe all bye-laws of the Company that maybe made pursuant to Article 44.

GENERAL MEETINGS

15. All General Meetings of the Company shall be held within the state.

16. (a) Subject to paragraph (b) the Company shall in each year hold a generalmeeting as its Annual General Meeting in addition to any other meetings inthat year and shall specify the meetings as such in the notice calling it; and notmore than fifteen months shall lapse between the date of one annual generalmeeting of the Company and that of the next.

(b) So long as the Company holds its first Annual General Meeting within eighteenmonths of its incorporation it need not hold it in the year of its incorporationor in the following year. Subject to Article 15, the Annual General Meeting shallbe held at such time and at such place in the state as the board of directorsshall appoint.

17. All general meetings other than Annual General Meetings shall be calledExtraordinary General Meetings.

18. The Board may, whenever they think fit, convene an Extraordinary General Meetingand an Extraordinary General Meeting shall also be convened on such requisition,or in default, may be convened by such requisitions, as provided for under Section132 of the Companies Act 1963.

19. All members of the Company are entitled to attend all General Meetings of theCompany.

NOTICE OF GENERAL MEETINGS

20. Subject to Sections 133 and 141 of the Companies Act 1963 an Annual GeneralMeeting and a meeting called for the passing of a special resolution shall be calledby twenty-one days’ notice in writing at least, and that any other meeting of theCompany shall be called by fourteen days notice in writing at the least. The noticeshall be exclusive of the day on which it is served or deemed to be served and ofthe day for which it is given and shall specify the place, the day and the hour of themeeting and, in the case of special business, the general nature of that businessshall be given, in manner hereinafter mentioned, to such persons as are, under theArticles of the Company, entitled to receive such notices from the Company.Notices of all meetings are covered in this document at Articles 75 to 78 inclusive.


21. The accidental omission to give notice of a meeting to or the non-receipt of noticeof a meeting by any person entitled to receive notice shall not invalidate theproceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

22. All business shall be deemed ‘special’ that is transacted at an Extraordinary GeneralMeeting, and also all that is transacted at an Annual General Meeting with theexception of the consideration of the accounts, balance sheets and the reports ofthe Board and auditors, the election of members of the Board in place of thoseretiring, the reappointment of the retiring auditors and the fixing of theremuneration of the auditors.

23. No business shall be transacted at any general meeting unless a quorum ofmembers is present at the time when the meeting proceeds to business. Save asherein otherwise provided eighty members present in person shall be a quorum.

24. If within half an hour of the time appointed for the meeting a quorum is notpresent, the meeting, if convened upon the requisition of members, shall bedissolved; in any other case it shall stand adjourned to such time and place as theBoard may determine. And if at the adjourned meeting a quorum is not presentwithin half an hour of the time appointed for the meeting, the members presentshall be a quorum.

25. The Chairman of the Board shall preside as chairman at every general meeting ofthe Company, or if there is no such chairman, or if at any meeting he/she is notpresent within fifteen minutes after the time appointed for the holding of themeeting or is unwilling to act as chairman the members of the Board present shallelect one of their number to be chairman of that full meeting.

26. If at any meeting no member of the Board is willing to act as chairman, or if nomember of the Board is present within fifteen minutes after the time appointed forholding the meeting, the members present shall choose one of their members tobe chairman of that meeting.

27. The chairman may with the consent of any meeting at which a quorum is present(and shall, if so directed by the meeting) adjourn the meeting from time to timeand from place to place, but no business shall be transacted at any adjournedmeeting other than the business unfinished at the meeting from which theadjournment took place. When a meeting is adjourned for 30 days or more, noticeof the adjourned meeting shall be given as in the case of an original meeting. Saveas aforesaid, it shall not be necessary to give any notice of an adjournment or of thebusiness to be transacted at an adjourned meeting.

28. Every eligible full member other than associate members present in person at ameeting of the Company shall have one vote each provided always that such


members must be entered on the Register of Members for a period of at least sixmonths before they are eligible to exercise such vote.

29. Associate members are not entitled to vote at meetings of the Company.

30. It is recognised that in some instances, because of a person’s level of impairment,the voting may be carried out by a personal assistant on behalf of the individualwho must be present.

31. At any general meeting a resolution put to the vote of the meeting shall bedecided upon by a ‘show of hands’ unless a ‘poll’ is (before or on the declaration ofthe result of the show of hands) demanded. A ‘poll’ may be demanded at any timebut when demanded is mandatory where a ‘show of hands’ results in a 10% orlower majority of those attending and voting. The ‘poll’ may be demanded by:

(a) the chairman; or

(b) at least two-thirds of the members present in person.

Unless a poll is so demanded a declaration by the chairman that a resolution has,on a show of hands, been carried or carried unanimously or by a particular majorityor lost, and an entry to that effect in the book containing the Minutes orproceedings of the meetings of the Company shall be conclusive evidence of thatfact without proof of the number of proportion of the votes recorded in favour ofor against such Resolution.

32. The demand for a poll may be withdrawn. Except as provided in Article 30, if a pollis duly demanded it shall be taken in such manner as the chairman directs and theresult of the poll shall be deemed to be the resolution of the meeting at which thepoll was demanded.

33. Where there is an equality of votes, whether on a show of hands or on a poll, thechairman of the meeting at which the show of hands takes place, or at which thepoll is demanded, shall be entitled to a second or casting vote.

34. A poll demanded on the election of a chairman, or on a question of adjournmentshall be taken forthwith. A poll demanded on any other question shall be taken atsuch time as the chairman of the meeting directs, and any business other than thatupon which a poll has been demanded will be proceeded with pending the takingof the poll.

35. No objection shall be raised to the qualification of any voter except at the meetingor adjourned meeting at which the vote objected to is given or tendered, andevery vote not disallowed at such meeting shall be valid for all purposes. Any suchobjection made in due time shall be referred to the chairman of the meetingwhose decision shall be final and conclusive.


36. A member with reduced mobility is entitled to a postal vote for general meetingsof the Company.

37. Members may register for the postal vote at any time of the year. When theregistration is approved by the Company Secretary a member may vote by post(but not in person) at all general and extraordinary general meetings of theCompany for a period of twelve months. The minimum time for registration issixteen (16) days prior to the meeting at which the member intends to use thepostal vote. The ballot paper must be received by the Company Secretary two (2)full days before the relevant meeting.

38. When such a member receives a ballot paper they will also receive a declaration ofidentity form. This form must be signed by the member and witnessed by a personwho is known to them. The witness should not be aware of how the member hasvoted.

THE BOARD OF DIRECTORS

39. The Board shall consist of a maximum of sixteen directors and minimum ofthirteen; the President, two directors elected from the Company’s employees byemployee ballot; one member of the National Sports Executive Committee (asnominated by the National Sports Executive Committee); and a maximum of ninemembers elected at the A.G.M. A maximum of three further directors may be co-opted by the Board for their particular expertise. At least a third of the boardmembers must be persons with reduced mobility.

40. No person shall be entitled to any remuneration for acting as a member of theBoard but the Board may pay to any member thereof reasonable actual out-of-pocket expenses which such member, on the authority or within the sanction ofthe Board but not otherwise, may incur in or about the ordinary business of theCompany. All actual out-of-pocket expenses must be claimed on the basis ofproviding ‘paid’ receipts.

41. For the avoidance of doubt, a maximum of two employees at any one time can bedirectors of the Company which two directors are to be elected from theCompany’s employees by employee ballot (and are the two Company staffrepresentatives on the Board).

BORROWING POWERS

42. The Board shall exercise all the powers of the Company to borrow money and tomortgage or charge its undertaking and property or any part thereof, and to issuedebentures, debenture stock and other securities, whether outright or as securityfor any debt, liability or obligation of the Company or of any third party.


POWERS AND DUTIES OF THE BOARD OF DIRECTORS

43. The business and affairs of the Company shall be managed by the Board who mayexercise all such powers of the Board as are covered by the Companies Acts or bythese Articles required to be exercised by the Company in General Meeting, subjectnevertheless to the provisions of the Companies Acts and of these Articles and tosuch directions, being not inconsistent with the aforesaid provisions, as may begiven by the Company in general meeting; but no direction given by the Companyin general meeting shall invalidate any prior act of the Board which would havebeen valid if that direction had not been given.

44. Without prejudice to the general powers and authorities conferred by Articles orany statute on the Board, the Board is hereby empowered to make, vary and repealall such bye-laws as it may deem necessary or expedient or convenient for theproper conduct and management of the affairs of the Company. The Board shalladopt such means as it deems sufficient to bring to the notice of the members allsuch bye-laws and variations and repeals thereof and all such bye-laws so long asthey are in force shall be binding upon all the members of the Company providedalways that no bye-law shall be inconsistent with or shall affect or repeal anythingcontained in the Memorandum or Articles of Association of the Company orconstitute such an amendment of or addition to these Articles as could lawfully bemade only by special resolution.

45. All cheques, promissory notes, drafts, bills of exchange, cash transfers and othernegotiable instruments and all receipts for money paid to the Company shall besigned, drawn, accepted, endorsed or otherwise executed, as the case may be, bysuch person or persons and in such manner as the Board shall from time to time byresolution determine.

46. The Board shall cause Minutes to be made in books provided for the purpose:

(a) Of all appointments of directors;

(b) Of all names of the directors present at each directors meeting and of any sub-committee;

(c) Of all resolutions and proceedings at all meetings of the Company, allmeetings of the Board and of any sub-committee.

DISQUALIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS

47. The office of director shall be vacated if the director-

1. Is adjudged bankrupt or makes any arrangement or composition with hiscreditors generally; or


2. Becomes prohibited from being a member of the Board by reason of any ordermade by the High Court; or

3. Becomes of unsound mind; or

4. Resigns his office by notice in writing to the Company; or

5. Is convicted of an indictable offence unless the Board otherwise determine; or

6. Is removed from office by a resolution signed by not less than two-thirds of themembers of the Board; or

7. Is directly or indirectly interested in any contract with the Company and fails todeclare the nature of his/her interest in manner required by Section 194 of theCompanies Act 1963 or

8. Is confirmed to have a conflict of interest in relation to involvement withcompetitors or other such agency that may threaten the work, servicecontracts, confidentiality or income of the Company.

9. Is continually absent from directors meetings for over four consecutivemeetings, without due cause.

10. Is confirmed to be partaking in substance abuse – drugs/alcohol, which isinterfering with the work of the Company and bringing the Company intodisrepute.

VOTING ON CONTRACTS

48. A member of the Board may vote in respect of any contract for which he has amaterial interest in, or any matter arising thereof, but a statement of such interestshould be declared and noted in the minute of the meeting at which the vote istaken.

ROTATION OF DIRECTORS

49. Each year one quarter of the Board for the time being, or if their number is not fouror a multiple of four then the number nearest one quarter shall retire from officewith the exception of the President. Without prejudice to the foregoing, thedirector appointed by the National Sports Executive Committee may be required toresign on an annual basis under the byelaws under which they were appointed.

50. The directors to retire in every year shall be those who have been longest in officesince the last election, but as between persons who became members on the sameday, those to retire shall, unless they otherwise agree amongst themselves, bedetermined by lot.


51. The Company (in respect of all directors other than the director appointed by theNational Sports Executive Committee and the two directors appointed by theemployees), at a meeting at which a director retires in manner aforesaid, may fillthe vacated office by electing a person thereto, and in default, the retiring membershall, if offering himself for re-election, be deemed to have been re-elected unlessat such meeting it is expressly resolved not to fill such vacated office or unless aresolution for the re-election of such member has been put to the meeting andlost. The National Sports Executive Committee may appoint another person inplace of a director appointed by the National Sports Executive Committee whoresigns from the Board under Article 49. The employees may appoint anotherdirector in place of a director appointed by the employees who resigns from theBoard under Article 49.

52. No person other than a director retiring at the meeting shall, unless recommendedby the board of directors, be eligible for election to the Board at any generalmeeting unless, not less than fourteen nor more than twenty-one days before thedate appointed for the meeting, there has been left at the Office notice in writing,signed by a member duly qualified to attend and vote at the meeting for whichsuch notice is given, of his intention to have proposed and seconded such a personfor election, and also notice in writing signed by that person of his willingness tobe elected.

53. The Board shall have power at any time, and from time to time, to appoint anypersons to the Board, either to fill a casual vacancy or as an addition to the Board,but so that the total number of members of the Board shall not at any time exceedthe number fixed in accordance with these Articles. Any director so appointedshall hold office only until the next Annual General Meeting, and shall then beeligible for re-election but shall not be taken into account in determining themembers who are to retire by rotation at such meeting.

54. The Company may by ordinary resolution of which extended notice has been givenin accordance with the Companies Act 1963 remove any director before theexpiration of his period of office, notwithstanding anything in these Articles or inany agreement between the Company and such member.

55. The Company (in respect of all directors other than the director appointed by theNational Sports Executive Committee and the two directors appointed by theemployees) may by ordinary resolution appoint another person in place of thedirector removed from the Board under Article 54 and, without prejudice to thepowers of the Board under Article 54, the Company may in general meetingappoint any person to be a director, either to fill a casual vacancy or as anadditional director (in respect of all directors other than the director appointed bythe National Sports Executive Committee and the two directors appointed by theemployees). The National Sports Executive Committee may appoint another person


in place of a director appointed by the National Sports Executive Committee who isremoved from the Board under Article 54. The employees may appoint anotherperson in place of a director appointed by the employees who is removed from theBoard under Article 54. A person appointed in place of a director so removed or tofill such a vacancy shall be subject to retirement at the same time as if he hadbecome a director on the day on which the director in whose place he is appointedwas last elected a director.

PROCEEDINGS OF THE BOARD OF DIRECTORS

56. In the event of any retiring director being re-elected as a director at the meeting atwhich that director retires, that director may only serve one further consecutiveterm as a director amounting in total to two consecutive terms as a director, afterwhich that director will be ineligible for re-election as a director until at least oneyear has passed since his/her retirement following two consecutive terms as adirector of the Company.

57. As provided in article 61, the President may serve two terms of four years and isentitled to a place on the Board whilst serving as President of the Company. Forthe avoidance of doubt, when the President steps down as President of theCompany, whether after one or two consecutive terms, the President must resignas a director of the Company. In the event of the President service two consecutiveterms as President of the Company and two consecutive terms as a director of theCompany the President must step down and is not eligible for re-election.

58. The Board may meet for the despatch of business, adjourn or otherwise regulatetheir meetings as they think fit. Questions arising at any meeting shall be decidedby a majority of votes. In case of an equality of votes, the chairman shall have asecond or casting vote. The Secretary on the requisition of six directors shall, at anytime summon a meeting of the board of directors. If the members so resolve itshall not be necessary to give notice of a meeting of the Board to any memberthereof who being resident in the State for the time being is absent from the State.

59. The quorum necessary for the transaction of the business of the Board shall befixed by the Board, and unless so fixed shall be eight.

60. The continuing members of the Board may act notwithstanding any vacancy intheir number but, if and so long as their number is reduced below the numberfixed by or pursuant to the Articles as the necessary quorum of Board, thecontinuing members may act for the purpose of increasing the number of directorsto that number or of summoning a general meeting of the Company but for noother purpose.


61. The Board will elect a Chairman, a vice-Chairman, an Honorary Secretary and anHonorary Treasurer. Having been elected they shall hold office for a term of threeyears after which they are eligible for election for a further term of three years.

1. The Chairman shall act as Chairman of all meetings.

2. The President will be elected at Annual General Meeting and may serve twoterms of four years and is entitled to a place on the Board.

3. In the event of the absence of the Chairman, the President, vice-Chairman orthe Treasurer shall act as Chairman of the meeting and if at any meeting, thePresident, vice-Chairman or Treasurer are not present within fifteen minutesafter the time appointed for holding the same, the directors present maychoose one of their number to be chairman of the meeting.

62. The Board may delegate any of their powers to sub-committees consisting of suchpersons (whether directors or not) as they think fit; any sub-committee so formedshall, in the exercise of the powers so delegated, conform to any regulations thatmay be imposed on it by the Board.

63. The Board shall select the chairman of all sub-committees. If no such chairman isselected or, if at any meeting the chairman is not present within ten minutes afterthe time appointed for holding the same, the members present may choose one oftheir number to be chairman of the meeting.

64. A sub-committee may meet and adjourn as it thinks proper. Questions arising atany meeting shall be determined by a majority of votes of the members present,and when there is an equality of votes, the chairman shall have a second or castingvote.

65. All acts done by any meeting of the Board or of any sub-committee or by anyperson acting as director shall, not withstanding that it is afterwards discoveredthat there was some defect in the appointment of such director or person acting asaforesaid, or that they or any of them were disqualified, be as valid as if suchpersons had been duly appointed and was qualified to be a director.

66. The Board has delegated its powers to manage the affairs of the Sports Section tothe National Sports Executive Committee. The Board may, in exceptionalcircumstances following consultation with the Sports Section, by notice in writingto the National Sport Executive Committee cancel its appointment to manage theaffairs of the Sports Section in which case the power to manage the affairs of theSports Section will immediately revert to the Board.

67. A resolution in writing, signed by all the directors for the time being entitled toreceive notice of a meeting of the Board shall be as valid as if it had been passed at ameeting of the Board duly convened and held, otherwise a minimum of seven cleardays notice must be given of the holding of a meeting of the board of directors.


COMPANY SECRETARY

68. The Secretary shall be appointed by the Board for such term and upon suchconditions as it may think fit, and any Secretary so appointed may be removed bythe Board.

69. A provision of the Companies Acts or of these Articles requiring or authorising athing to be done by or to a director and by the Secretary shall not be satisfied by itsbeing done by or to the same person acting both as a director and as, or in place of,the Secretary.

COMPANY SEAL

70. The Seal shall be used only by the authority of the Board or of the sub-committeeauthorised by the Board on their behalf and every instrument to which the Sealshall be affixed shall be signed by a director and shall be counter-signed by theSecretary or by a second director or by some other person appointed by the Boardfor that purpose.

ACCOUNTS

71. The Board shall cause proper books of accounts to be kept and shall charge theTreasurer to oversee the keeping of such books of account relating to:

1. all sums of money received and expended by the Company and the matters inrespect of which the receipt and expenditure takes place;

2. all sales and purchases of goods by the Company; and

3. the assets and liabilities of the Company.

Proper books shall not be deemed to be kept if they are not kept in such books ofaccount as are necessary to give a true and fair view of the state of the Company’saffairs and to explain its transactions.

72. The books of account shall be kept at the Office or, subject to the provisions of theCompanies Act, at such other place or places as the Board think fit, and shall beavailable for inspection by the officers of the Company at all reasonable times. Nocopies or transcripts of the books of accounts may be taken at the time of suchinspection unless specifically authorised before or after an inspection.

73. The Board shall from time to time determine whether and if so to what extent and atwhat times and places and under what conditions and regulations the accounts andbooks of the Company or any of them shall be open to the inspection of membersnot being directors, and no member (not being a director) shall have any right of


inspecting any account or book or document of the Company except as conferredby Statute or authorised by the Board or by the Company in general meeting.

74. The Board shall from time to time in accordance with the provisions of theCompanies Act cause to be prepared and laid before the Annual General Meetingof the Company such income and expenditure accounts, balance sheets, andreports as are required by those sections to be prepared and laid before the AnnualGeneral Meeting of the Company.

75. A copy of every balance sheet (including every document required by law to beannexed thereto) which is to be laid before the Annual General Meeting of theCompany, together with a copy of the directors report and the auditor’s reportshall, not less than twenty one (21) days before the date of the Annual GeneralMeeting, be sent to every person entitled under the provisions of the CompaniesActs to receive them.

AUDIT

76. Auditors shall be appointed and their duties regulated in accordance with Sections160 and 163 of the Companies Act 1963, as amended and extended by Sections182 to 197 of the Companies Act 1990, the provisions of the Companies Act 1963,as amended and extended.

NOTICES

77. Any notice or other document required to be served on any member shall bedeemed sufficiently served by personal service; by leaving the same at or sendingit prepaid through the post to the registered address of such member; by sendingit to the electronic mail address of such member (if applicable); or by printing it inthe Company’s Newsletters or Periodicals. With regard to those members whoseregistered address is unknown, a notice posted up in the Office shall be deemed tobe well served on them at the expiration of twenty-four (24) hours after it is soposted.

78. Each member who has an electronic mail address should communicate this fromtime to time to the Secretary of the Company and all notices or other documentssent to or delivered at such address shall be deemed to have been duly received bysuch member.

79. Any notice or document served in accordance with Article 75 hereof shall bedeemed to have been served on the day following that on which the same isposted, delivered or sent and in proving such service it shall be sufficient to provethat the notice was properly posted, delivered or sent and a certificate in writingsigned by the Secretary or other officer of the Company that the notice was soposted, delivered or sent shall be conclusive evidence thereof.


80. Notice of every general meeting shall be given in any manner hereinbeforeauthorised to:

(a) every member

(b) every person being the Official Assignee in bankruptcy of a member where themember but for this bankruptcy would be entitled to receive notice of themeeting and

(c) the auditor for the time being of the Company.

No other person shall be entitled to receive Notice of general meetings.

INDEMNITY

81. Every director, agent, auditor, secretary and other officer for the time being of theCompany shall be indemnified out of the assets of the Company against anyliability incurred by him in defending any proceedings whether civil or criminal inrelation to his acts while acting in such office on behalf of the Board in whichjudgement is given in his favour or in which he is acquitted or in which relief isgranted to him by the Court.

82. The provisions of Clause 10 of the Memorandum of Association of the Companyrelating to the winding up or dissolution of the Company shall have effect and beobserved as if the same were repeated in full in these articles.

END.

Áras Chúchulainn,

Blackheath Drive

Clontarf, Dublin 3

Tel 01 818 6400

Fax 01 833 3873

Email [email protected]

www.iwa.ie

www.cuisle.com Registered Charity No CHY 5393 I.W.A. Limited Company Registration No 352483

I.W.A. Limited, trading as Irish Wheelchair Association, is a company limited

by guarantee and not having a share capital.

Memorandum and Articles of Association of I.W.A. Limited · memorandum and articles of association...

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