24 Nov 2016
Spa Hotel Lucan
Reminder: . . NOTICE is hereby given that an Extraordinary General Meeting of the Irish Clay Pigeon Shooting Association will be held at the SPA Hotel, Lucan, Co Dublin at 20:00 hrs on Thursday 24th November 2016 for the following purpose:
Any club with rights to vote shall inform the Company Secretary by email to email@example.com on or before Wednesday 9th November 2016 of the two persons authorised to attend in person and vote for the club.
The Executive Committee have agreed to recommend to the company in General Meeting that the company be converted to a Company Limited by Guarantee under the Companies Act, 2014 and to facilitate same that the following resolutions be passed as Special Resolutions:
“That the Company be converted to a Company Limited by Guarantee pursuant to the provisions of the companies Act, 2014.”
“That, pursuant to the provisions of the Companies Act 2014 and with a view to the Company becoming a Company Limited by Guarantee, the constitution in the form attached marked for the purposes of identification with the words “PROPOSED DRAFT” across its body and is hereby adopted as the constitution of the Company in substitution for and to the exclusion of the existing memorandum and articles of association of the Company.”
Further the Executive Committee have agreed to recommend to the company in General Meeting in accordance with a motion in part passed at the Annual General Meeting of the Association on the 11th May 2016 that a “one-man-one-vote” system for all the business of an AGM and other organisational changes of the Association and to facilitate same that the following resolutions be passed as Special Resolutions:
MEMORANDUM OF ASSOCIATION
“That the name of the company be Irish Clay Target Shooting Association”
“That the main object of the association be to promote and encourage the amateur sport of clay target shooting in Ireland”
POWERS OF THE COMPANY
“That 4 (b) be, To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by laws and subject also as hereinafter provided.”
“That 4 (i) be, to observe and comply with the Rules and Regulations of the International Shooting Sports Federation, the Federation Internationale de Tir aux Armes Sportive de Chasse and other appropriate bodies.”
“That 6 (a) be, every member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member, or within one year afterwards for payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding €1.”
ARTICLES OF ASSOCIATION
1.2 Construction: In these Regulations, unless a contrary intention is stated, a reference to:
the singular shall include the plural and vice versa;
either gender includes the other;
a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
a person includes that person’s legal personal representatives, permitted assigns and successors;
time shall be construed by reference to whatever time may from time to time be in force in Ireland;
any agreement document or instrument is to the same as amended, novated, modified, supplemented or replaced from time to time;
‘including’ means comprising, but not by way of limitation to any class, list or category;
‘writing’ shall, unless the contrary intention appears, be construed as including references to electronic, printing, lithography, photography and any other modes of representing or reproducing words in a visible form.
a Regulation is a reference to a regulation of this Constitution and a reference to a paragraph or sub-paragraph is a reference to a paragraph or sub-paragraph of the Regulation in which it appears.
Headings are to be ignored in the construction of these Regulations.
The optional provisions of the Act (as defined in section 1177(2) of the Act) shall apply to the Company save and so far, as they are excluded or modified by these Regulations and such optional provisions together with the provisions of this Constitution shall constitute the regulations of the Associations. The following optional provisions of the Act shall not apply to the Association:
Section 1196(3); and
“At the annual general meeting in every subsequent year, one-third of the directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third shall retire from office”.
“Save where the constitution of a CLG provides otherwise, every member shall have one vote”.
“That 6.2 (a) be, Full Individual Members shall be entitled to and obligated in respect of all the rights, privileges and obligations of members herein provided for and shall be entitled to receive a notice of and, subject to these Regulations, to attend and vote at all general meetings of the Association.”
“That 6.2 (e) be, Club/Association Members shall each be entitled to cast votes at Annual General Meetings of the Association as provided for hereafter and to no other rights.”
“That 6.5 be, Application for membership of the Association shall be made to the Executive Committee in writing or online. The Executive Committee shall have power to elect to membership or, without disclosing any reason, to refuse any application for membership. The decision of the Executive Committee in relation to any application for membership shall be final.”
“That 6.7 be, The Executive Committee has authority to refund overpayment of subscription by or on behalf of members and to make regulations governing the submission and verification on claims of overpayment.”
“That 6.9 be, A member shall not be entitled to any of the rights or privileges of membership whilst his or its subscription is in arrears.”
OFFICERS AND EXECUTIVE COMMITTEE OF THE ASSOCIATION
“That 10.2 be, A member of the Executive Committee shall not hold that position for more than five consecutive years. This Regulation shall not preclude any director from election of President.”
“That 12 be, Subject to the provisions of Section 176 of the Act an Annual General Meeting of the company or an extraordinary general meetings of the Association shall be held inside or outside of the State and all members shall be entitled to attend and speak.”
“That 14 (1) be, The Executive Committee may, whenever they think fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened by such requisition, or, in default, may be convened by such requisition as is provided by Section 177 of the Act. If at any time, there are not within Ireland sufficient members of the Executive Committee capable of acting to form a quorum any member of the Executive Committee or any one hundred (100) members of the Association or members of the association representing not less than one-tenth of the total voting rights of all members having at the said date the right to vote at general meetings of the association (whichever is less) may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Executive Committee. The requisition by a member of the Executive Committee or any one hundred (100) members of the Association or members of the association representing not less than one-tenth of the total voting rights of all members having at the said date the right to vote at general meetings of the association (whichever is less) shall state the proposed business of the meeting and shall be accompanied by a deposit of €1000 which shall be lodged with the Association for the purpose of defraying the cost of calling such Extraordinary Meeting. After holding the Extraordinary General Meeting the deposit may be returned to the members lodging same either in whole or in part as the Executive Committee shall at its absolute discretion by resolution determine.”
NOTICE OF GENERAL MEETINGS
“That 15 be, A meeting of the Association, other than an adjourned meeting, shall be called subject to Section 181 and Section 191 of the Act, in the case of an annual general meeting or an extraordinary general meeting for the passing of a special resolution by not less than 21 days’ notice and a meeting of the Association (other than an annual general meeting or a meeting for the passing of a special resolution) shall be called by 7 days’ notice. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting and, in the case of special business, the general nature of that business shall be given, in the manner hereinafter mentioned, to such persons as are, under the articles of the Association, entitled to receive such notices from the Association.
In addition to the means of service of notices specified in Section 181 of the Act, any notice of a meeting may be served on members by electronic means to the electronic mail address notified my members to the association from time to time or by posting the notice on the website of the association.”
VOTES OF MEMBERS
Every Registered individual member of the Association shall be entitled to vote. Every Recognised Club shall be entitled to authorise not more than two members of the Association to vote on its behalf. Every Registered individual member and every person authorised by a Recognised Club and every member of the Executive Committee shall have one vote. No other member shall be entitled to have a vote.
The Honorary Secretary shall, at the general meeting cause the names of all candidates nominated for election as directors and the names of their proposers and seconders together with such other information as the Executive Committee may have stipulated to be distributed to each member attending in person and entitled to vote and the provisions of Section 144(4) of the Act shall not apply.
To the extent that the number of persons who have been nominated for election as directors in accordance with Regulation 10.2 is equal to or less then the number of vacancies for directors, the members attending the meeting in person shall vote on the nominations by a show of hands (or poll if so demanded). To the extent that the number of persons who have been nominated for election as directors exceeds the number of vacancies for directors, the members attending in person shall vote by poll by completing ballot papers in relation to the nominations and may vote for any number of candidates up to, but not exceeding, the number of vacancies to be filled. A ballot paper containing more votes than the number of vacancies to be filled shall be treated as a spoiled paper.
Properly completed ballot papers alone shall be taken into account in determining the result of the poll by ballot. The result of the ballot shall be declared by the chairman of the meeting. In the event of the poll by ballot failing to determine the directors to be elected because of an equality of votes, the candidates or candidate to be elected from those having an equal number of votes shall be determined by lot.
CLUBS, FIRMS AND COMPANIES ACTING BY REPRESENTATIVES AT MEETING
“That 34 (a) be, Any Recognised Club which is a member of the Association may by resolution of its directors or other governing body (a copy of which must be produced to the Secretary at least 5 days in advance of a meeting) authorise such two persons (being members of the Association) as it thinks fit to act as its representatives at any meeting of the Association and the persons so authorised shall be entitled to exercise the same powers on behalf of the body which they represent as that body and each representative shall be authorised to speak and vote and shall attend in person. The authorising resolution shall state the name of the persons so authorised. In default of such notification, the Secretary for the time being of that Recognised Club, on production of proof of his holding that position, at any time prior to the commencement of that meeting, shall be entitled to attend and vote at each such general meeting of the Association.”
“That 35 be, There shall be no more than eleven directors of the Association. They shall collectively constitute the Executive Committee of the Association.”
ROTATION OF MEMBERS OF THE EXECUTIVE COMMITTEE
“That 53 be, At the annual general meeting in every subsequent year of the Association one-fifth of the Directors for the time being, or, if their number is not five or a multiple of five, then the number nearest one-fifth shall retire from office.”
“That 54 be, The directors to retire in every year shall be those who have been longest in office since their last election but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree between themselves) be determined by lot.”
“That 56. Be, In addition to the circumstances set out in section 148 of the Act, the office of director shall also be automatically vacated if the director:
holds any office or place of profit under the Association;
makes any arrangement or composition with his creditors generally;
becomes of unsound mind;
is no longer an individual member of the Association
ceases to hold office by reason of any order made under the Act; or
is removed from office by a resolution duly passed pursuant to an Order of the Courts or pursuant to the Acts of these Regulations.
is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or
resigns his office by notice in writing to the Association; or
is convicted of an indictable offence unless the Executive Committee otherwise determine; or
is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by Section 231 of the Act.
Absents himself from 3 consecutive meetings of the Executive Committee without written leave of absence of the Executive Committee provided that the participation by any disqualified holder in any meetings shall not invalidate the proceedings unless each of the persons attending shall have had actual notice of the disqualification.”
PROVINCES, PROVINCIAL MANAGEMENT COMMITTEES AND PROVINCIAL ANNUAL GENERAL MEETINGS
“That 70. be The Association has established the Provinces which shall be managed by the Provincial Management Committee in accordance with the Provincial Terms of Reference for the purposes of promoting, developing and encouraging the sport of Clay Target Shooting in each province with the assistance of Recognised Clubs within each province and for these purposes Ireland shall be divided into four (4) Provinces namely:
Connacht Clay Target Shooting Association;
Leinster Clay Target Shooting Association;
Munster Clay Target Shooting Association; and
Ulster Clay Target Shooting Association.”
“That 89 be, A notice or any other document may be served by the Association upon any member either personally or by sending it through the post in a prepaid letter addressed to such member at his registered address as appearing in the Register of Members or transmitted by electronic mail to any electronic mail address for the member that has been furnished to the association or by posting the notice on the website of the association but the accidental omission to give such notice or other document to or the non-receipt of such notice or other document by any such member shall not invalidate any meeting or resolution passed or election connected therewith.”
“That 90 be, the provisions of section 218(5) of the Act shall apply in relation to the Association and shall apply to notices served upon the persons listed in section 180(1) of the Act (as modified by section 1204 of the Act in its application to companies limited by guarantee).”