THE COMPANIES ACT, 1963 TO 1986
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
CONSTITUTION OF THE IRISH INTERNET ASSOCIATION LIMITED
1. In these articles
“the Act” means the Companies Act, 1963 (No.33 of 1963)
“The Association” means the Company.
“the Board” means the Directors for the time being of the Association of the Directors present at a meeting of the Board of Directors and includes any person occupying the position of Director by whatever name called;
“Secretary” means any person appointed to perform the duties of the Secretary of the Association.
“the seal” means the common seal of the Association.
“the office” means the registered office for the time being of the Association.
“Code of Practice” is that code as adopted by the Association as may be modified or amended from time to time.
“Membership” is open to any company or organisation or subsidiary thereof which has been trading for at least six months, and which conforms to the terms set down in paragraphs 2-6 of these Articles.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and any other modes of representing or reproducing words in a visible form including electronic mail and dissemination the World Wide Web.
Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the act or any statutory modification thereof in force at the date at which these articles become binding on the Association.
2. The number of Members with which the Association is registered is 1000 but the Board may from time to time register an increase in Members.
3. The Members at the data of adoption of these Articles and such other persons as the Board shall admit to Membership in accordance with the provisions hereinafter contained shall be the Members of the Association.
4. Membership is open to any company or organisation or subsidiary thereof which has been trading for at least six months.
(a) A recognised business, i.e. – limited company, sole tradership or partnership.
(b) Committed to the use of the Internet as a business resource and is willing to communicate by e-mail and/or the IIA website for the purpose of conducting membership communications. Member companies must have a minimum of one e-mail connection in their organisations.
(c) Servicing the needs of the Internet industry.
(d) Overseas members may be admitted subject to Board discretion.
4.2 The Board may appoint Honorary Members to the Association as it shall from time to time decide and for such period as it shall from time to time decide. Honorary Members shall have no vote nor shall they be entitled to receive notice of or attend at any meeting of the Association, they may however by invitation extended by the Board attend any meeting but shall have no vote thereat.
4.3 Fully-paid up members of the IIA may promote their membership by use of the official IIA logo, on Internet and printed communication materials.
5. The Board may determine from time to time such annual subscription as it shall think proper to be made by the Members and each Member shall pay such subscription within 28 days of the same becoming due. The Board may vary or remit the amount of such subscription so far as the same applies to any class or classes of Member. A Member whose subscription is in arrears for a period of 28 days after the same shall have become due may at the option of the Board be treated as having resigned his Membership of the Association and his name shall be in such case be deleted from the List of Members. Such members must immediately discontinue all use of the official IIA logo.
6. The Board may expel or suspend a Member from the Association if in the opinion of the majority of the Members present at the meeting such Member shall be deemed to be unfit or unsuitable to be a Member of the Association of shall have failed in the observance of the Code of Practice or of the regulations or bye-laws of the Association as may be made from time to time. Such Member shall be given twenty-eight days clear notice of such meeting and shall be entitled to be present thereat and be heard by such meeting before any decision is taken by the Board. A member so expelled shall forfeit all claims to return of any monies paid to the Association whether upon admission or fees or subscriptions or otherwise. On expulsion, such member must discontinue all use of the official IIA membership logo.
7. All general meetings of the Association shall be held in the State.
(1) Subject to paragraph (2), the Association shall in each year hold a general meeting as its annual meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it, and not more than 15 months shall elapse between the date of one Annual General Meeting of the Association and that of the next.
(2) Subject to Article 8, the Annual General Meeting shall be held at such time and at such place in the State as the Board shall appoint.
9. All general meetings other than Annual General Meetings shall be called extraordinary general meetings.
10. The Board may, whenever it thinks fit, convene an extraordinary general meeting and extraordinary general meetings shall also be convened on such requisition, or, in default, may be convened by such requisitions, as provided by Section 132 of the Act. If at any time there are not within the State sufficient Members of the Board capable of acting to form a quorum, any Member or any two Members of the Association may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Board.
NOTICE OF GENERAL MEETINGS
11. Subject to Section 133 and 141 of the Act, an Annual General Meeting and a meeting called for the passing of a special resolution shall be called by 14 days notice in writing or by e-mail at the least, 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 with 14 days notice in writing or by e-mail at the least. 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 and 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.
12. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
13. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts, balance sheets and the reports of the Board Members and auditors, the election of the Board Members in the place of those retiring, the appointment of the Auditors, and the fixing of the remuneration of the Auditors.
14. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business, save as herein otherwise provided, twelve Members present in person shall be a quorum.
15. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved, in any other case it shall be adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.
16. The Chairman of the Board shall preside as chairman at every General Meeting of the Association or if he is not present within fifteen minutes after the time appointed or has given prior notice of his inability to attend, the Vice-Chairman shall preside, or in his absence one of the other Board Members present at the meeting shall preside and if there be none of these present or if they are unable to agree to which of them shall preside then the Members present shall elect one of their number present to the Chairman of that meeting.
17. If at any meeting no Member of the Board is willing to act as Chairman or if no Member of the Board is present within 15 minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.
18. 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 time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice or an adjournment or of the business to be transacted at an adjourned meeting.
19. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-
(a) by the Chairman, or,
(b) by at least five Members present in person or by proxy.
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 majority or lost, and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against resolution. The demand for a poll may be withdrawn.
20. Except as provided in Article 19, if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
21. Where there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
22. All polls demanded on the election of a Chairman, or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken as such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded or which is related to the outcome of the poll may be proceeded with pending the taking of the poll.
23. Subject to Section 141 of the Act, a resolution in writing signed by all the Members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution has been passed at a general meeting of the Association duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.
VOTES FOR MEMBERS
24. No Member shall be entitled to vote at any general meeting unless all monies immediately payable in respect of the annual subscription to the Association have been paid.
25. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote no disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.
26. Votes may be given either personally or by proxy. A proxy may be appointed in respect of all or any part of the resolutions to be considered and voted upon at a general meeting.
27. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate, either under seal or under the hand of an officer or attorney duly authorised.
28. The instrument appointing a proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the office or at such other place within the State as is specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
29. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:-
IRISH INTERNET ASSOCIATION LIMITED
in the county of………………….. being a Member/Members of the above named Association hereby appoint……………………………………………..
or failing him……………………………………………….
as my /our proxy to vote for me/us on my /our behalf at the (annual or extraordinary, as the case may be) General Meeting of the Association
to be held on the ………………………day of………………..Year: and at any adjournment thereof.
Signed this day of Year:
This form is to be used *in favour of *against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit.
* Strike out whichever is not desired.
30. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
31. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, if no intimation in writing of such death, insanity or revocation as aforesaid is received by the Association at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
32. The Board shall consist of not less than eight and not more than twelve Members.
33. The Board Members and the Members of any sub-committee lawfully appointed by the Board may at the discretion of the Board be paid all travelling, hotel and other expenses properly incurred by them in attending or returning from meetings of the Board or any sub-committee of the Board or General Meeting of the Association or in connection with the business of the Association.
34. From January 1998 awards, Membership of the Board shall be determined by a vote of the members of the Association.
Election to the Board should be made by a ballot to be held not less than thirty days before the date of the next Annual General Meeting. The Board shall cause ballot papers to be sent to every Member of the Association entitled to vote and such ballot papers shall state the name and address of each candidate, together with the names of his proposer and seconder and if he was a Member of the Board in the preceding year, his actual and possible attendance at Board Meetings during the year. Ballot papers must be returned within 14 days to the principal office for the time being of the Auditors of the Association who shall act as scrutineers.
Once elected, the Member may serve on the Board for an initial period of up to three years.
35. The Board, immediately following the announcement of the result of the postal ballot, shall retire and elect from their number a Chairman. Vice-Chairman and Honorary Secretary to hold office for the term and upon the conditions determined by the Board.
There may be a President of the Association who shall be elected by the Board to hold office for such term as the Board shall determine, such President so appointed may be appointed for a maximum period of three years.
ROTATION OF BOARD MEMBERS
36. Each year, one third of the Board Members for the time being or, if their number is not three or a multiple of three, then the number nearest one third shall retire from office.
37. The Board Members to retire in every year should be those who have been longest in office, but as between persons who become Board Members on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
38. A retiring Board Member shall be eligible for re-election but no person shall serve on the Board for more than six years continuously.
39. Notwithstanding Article 37, which deals with the rotation requirement provisions relating to ordinary Members of the Board, in the interests of continuity in the business and the policies of the Association, the outgoing Chairman, in the event of him being one of the Board Members due to retire may continue on the Board without the necessity for re-election for the following year only.
40. Candidates for election to the Board shall be proposed by a Member duly qualified to vote and notice of such proposal shall be left at the Registered Office of the Company duly signed by such Member not less than fourteen days before the date of the next Annual General Meeting at which the result of the postal ballot shall be declared. At the same time, the proposer shall lodge or cause to be lodged a notice in writing signed by the person proposed of such person’s willingness to act if elected. Every proposal should include a curriculum vitae of the person proposed not exceeding fifty (50) words.
41. The Association may from time to time by ordinary resolution increase or reduce the number of Board Members and may also determine in what rotation the increased or reduced number is to go out of office.
42. The Board shall have the power at any time, and from time to time, to appoint any person to be a Board Member either to fill a casual vacancy or as an addition to the existing Board Members, but so that the total number of Board Members shall not at any time exceed the number fixed in accordance with these Articles. Any Board Member so appointed shall retire at the next Annual General Meeting, but shall not be taken into account in determining the Board Members who are to retire by rotation during the year of such meeting.
43. The Association may by ordinary resolution of which extended notice has been given in accordance with Section 142 of the Act remove any Board Member before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Association and such Board Member. Such removal shall be without prejudice to any claim such Board Member may have for damages for breach of any contract or service between him and the Association.
44. The Board may exercise all the powers of the Association to borrow money and to mortgage or charge its undertakings and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Association.
POWERS AND DUTIES OF THE BOARD
45. The business of the Association shall be managed by the Board who may exercise all such powers of the Association as are not by the Act of by these Articles required to be exercised by the Association in general meeting, subject nevertheless to the provisions of the Act and of these Articles and to such directions being not inconsistent with the aforesaid provision as may be given by the Association in general meeting, but no direction given by the Association in general meeting shall invalidate any prior act of the Board which would have been valid if the directions had not been given. The Board shall have power to establish Branches in such places and under such circumstances as the Board shall decide and to make Bye-Laws for the Association and from time to time to revoke or alter any Bye-Laws made.
46. The Board may from time to time and at any time by Power of Attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Board to be the Attorney or Attorneys of the Association for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as they may think fit, and such Powers of Attorney may contain such provisions for the protection and convenience of persons dealing with any such Attorney as the Board may think fit, and may also authorise any such Attorney to delegate all or any of the powers, authorities and discretions vested in him.
47. All cheques, promissory notes, drafts, bills of exchange other negotiable instruments, and all receipts for monies paid to the Association shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Board shall from time to time by resolution determine.
48. The Board shall cause minutes of proceedings at Board meetings to be made in a manner appropriate to communication among members of the Board:
(a) of the names of the Board Members present at each meeting of the Board and of any committee of the Board.
(b) of all resolutions and proceedings at all meetings of the Board and of any committee of the Board.
DISQUALIFICATION OF BOARD MEMBERS
49. The office of a Board Member shall be vacated if the Member:
(a) with the consent of a majority of the entire Board holds any other office or place of profit under the Association, or,
(b) is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally, or,
(c) becomes prohibited from being a Member of the Board by reason of any order made under Section 184 of the Act, or
(d) becomes of unsound mind, or
(e) resigns his office by notice in writing to the Association, or,
(f) is convicted of an indictable offence unless the Board shall otherwise determine, or
(g) is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in the manner required by Section 194 of the Act.
VOTING ON CONTRACTS
50. A Board Member may not vote in respect of any Contract in which he is interested or any matter arising thereout.
PROCEEDINGS OF THE BOARD
51. The Board may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the Chairman shall have a second or casting vote. Five Board Members may and the Secretary on the requisition of three Board Members shall at any time summon a meeting if the Board so resolve, it shall not be necessary to give notice of a meeting of the Board to any Board Member who being resident in the State is for the time being absent from the State.
52. The quorum necessary for the transaction of the business of the Board shall be five.
53. The continuing Members of the Board may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Association as the necessary quorum of the Board, the continuing Member or Members of the Board may act for the purpose of increasing the Members of the Board to that number or of summoning a general meeting of the Association, but for no other purpose.
54. The Chairman of the Board shall preside as Chairman at every meeting of the Board or if he is not present within fifteen minutes after the time appointed or has given proper notice of his inability to attend, the Vice-Chairman shall preside, and if there be none of these present then the Members of the Board present shall elect one of the Members present to be Chairman of that meeting.
55. The Board may delegate any of their powers to committees consisting of such Member or Members of the Board as they think fit, any committee so formed shall, in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.
56. The Board shall select the Committee Chairmen who should be Board Members.
57. A committee may meet and adjourn as it thinks proper. Questions arising at any 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 casting vote.
58. All acts done by any meeting of the Board or of a committee of the Board or by any person acting as a Member of the Board shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Member of the board or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Member of the Board.
59. A resolution in writing signed by all the Members of the Board for the time being entitled to receive notice of a meeting of the Board shall be as valid as if it had been passed at a meeting of the Board duly convened and held.
60. Personnel may be appointed by the Board for such term and at such remuneration and upon such conditions as the Board may think fit and any person so appointed may be removed by the Board.
61. A provision of the Act of these Articles requiring or authorising a thing to be done by or to a Board Member and the Secretary shall not be satisfied by its being done by or to the same person acting both as a Board Member and as, or in place of, the Secretary.
62. The seal shall be used only by the authority of the board or of a committee of Board Members authorised by the Board in that behalf and every instrument to which the seal shall be affixed shall be signed by a Member of the Board and shall be counter-signed by the Secretary or by a second Member of the Board or by some other person appointed by the Board for the purpose and use of the Company Seal shall be recorded in the Minute Book of the Association accordingly.
63. The Board shall cause proper books of account to be kept relating to:
(a) all sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place.
(b) all sales and purchases of goods by the Association, and
(c) the assets and liabilities of the Association.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Association’s affairs and to explain its transactions.
64. The books of account shall be kept at the office or, subject to Section 147 of the Act, at such other place as the Board thinks fit, and shall at all reasonable times be open to the inspection of the Board.
65. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of Members not being Members of the Board, and no Member (not being a Member of the Board) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Board or by the Association in general meetings.
66. The Board shall from time to time in accordance with Sections 148, 150, 157 and 158 of the Act cause to be prepared and to be laid before the Annual General Meeting of The Association such profit and loss accounts, balance sheets, group accounts and reports as are required by those Sections to be prepared and laid before the Annual General Meeting of the Association.
67. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Annual General Meeting of the Association together with a copy of The Board’s report and Auditor’s report shall not less than 21 days before the date of the Annual General meeting, be sent to every person entitled under the provisions of the Act to receive them.
68. Auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the Act.
69. A notice may be given by the Association to any Member either personally or by sending it by post and electronic mail to him to his registered address. Where as notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
70. Notice of every general meeting shall be given in any manner hereinbefore authorised to :
(a) every Member other than Honorary Member
(b) every person being a personal representative of the official Assignee in bankruptcy would be entitled to receive notice of the meeting, and
(c) the Auditors for the time being of the Association.
No other person shall be entitled to receive notices of general meetings.
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