Proposed new Constitution & Rules - for EGM 15th Jan 2022

  

DRAFT Constitution   (Proposal for EGM on 15th January 2022 and any adjournment / deferment thereof)

Of

Irish Ladies Fly Fishing Association

 

 

Memorandum of Association

 

  1. Name

The name of the association is the Irish Ladies Fly Fishing Association (ILFA)

  1. Association type and main object

The Association is an association of women engaged in promoting and encouraging fly fishing among women on the island of Ireland.

  1. Subsidiary objects

To select and regulate the Irish Ladies Fly Fishing International team

  1. Powers

Any income generated by the Irish Ladies Fly Fishing Association in promoting its main and subsidiary objects is to be applied to the promotion of the Main Object

4.1    To solicit and procure by any lawful means and to accept and receive any donation of property of any nature and any devise, legacy or annuity, subscription, gift, contribution or fund, including by means of payroll giving or similar arrangements, and including the holding of lotteries in accordance with the law for the purpose of promoting the Main Object, and to apply to such purpose the capital as well as the income of any such legacy, donation or fund.

4.2    To undertake, accept, execute and administer, without remuneration, the Irish Ladies Fly Fishing Association

4.3    To collect and to receive voluntary contributions, donations or bequests or money for any of the purposes of the Irish Ladies Fly Fishing Association

4.4    To make application on behalf of the Irish Ladies Fly Fishing Association to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind

4.5    To apply, petition for or promote any parliamentary Acts or other legislation relating to the advancement of Main Object

4.6    To cooperate with any other society or institution in carrying out any investments hereby authorised in furtherance of the Main Object

4.7    To invest and deal with monies of the Irish Ladies Fly Fishing Association not immediately required in such manner as will most effectively provide funds for the advancement and promotion of the purposes of Association and to place any such monies on deposit with bankers or others, as required by law

4.8    To establish and maintain links with international and national organisations having similar objectives

 

  1. Income

 

5.1 The income of the Irish Ladies Fly Fishing Association shall be applied solely towards the promotion of the Main Object as set forth in this Constitution. No portion of the Irish Ladies Fly Fishing Association's income shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Irish Ladies Fly Fishing Association

5.2 No Committee member shall be appointed to any office of the Irish Ladies Fly Fishing Association paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Irish Ladies Fly Fishing Association

5.3 Reasonable and proper out of pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the Irish Ladies Fly Fishing Association

 

Winding Up

  1. If upon the winding up or dissolution of the Irish Ladies Fly Fishing Association there remains, after satisfaction of all debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the Irish Ladies Fly Fishing Association. Instead, such property shall not be given or similar to the main objects of the Irish Ladies Fly Fishing Association. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income or property among their members to an extent at least as great as is imposed on the Irish Ladies Fly Fishing Association under or by virtue of Clause 5 above. Final accounts will be prepared and submitted that will include a section that identifies and values any assets transferred along with the details of the recipients and the terms of the transfer.

 

ARTICLES OF ASSOCIATION

  1. Preliminary

The “Chair” means any woman appointed to perform the duties of the Chair of the Irish Ladies Fly Fishing Association

 

The “Secretary” means any person appointed to perform the duties of the Secretary of the Irish Ladies Fly Fishing Association

 

The “Treasurer” means any person appointed to perform the duties of the Treasurer of the Irish Ladies Fly Fishing Association

  1. Members
    1. The Members of the Irish Ladies Fly Fishing Association shall be (i) the subscribers to the Memorandum of Understanding and (ii) such other persons as the Committee shall from time admit to membership and as shall sign a written consent to become a member

RIGHTS OF MEMBERS

  1. Membership of the Irish  Ladies Fly Fishing Association is not transferable and shall cease:

(a)    On the member’s death or bankruptcy

(b)   If the member resigns by serving notice in writing to the Committee of the Irish Ladies Fly Fishing Association

General Meetings

  1. The Irish Ladies Fly Fishing Association shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the Committee shall specify the meeting as such in the notices calling it provided that every annual general meeting except the first shall be held not more than fifteen months after the holding of the last preceding annual general meeting
  2. All general meetings other than annual general meetings shall be known as extraordinary general meeting
  3. The Committee may, whenever they think fit, convene an extraordinary general meeting
  4. If, at any time, there are not sufficient Committee members capable of acting to form a quorum, any Committee member or any member of the Irish Ladies Fly Fishing Association may convene an extraordinary general meeting in the same manner as nearly possible as that in which meetings may be convened by the Committee
  5. The Committee shall, on the requisition of one or more members holding, or together holding, at the date of the deposit of the requisition, not less than 10% of the total voting rights of all the members having, at the date of the deposit, the right to vote at general meetings of Irish Ladies Fly Fishing Association, forthwith proceed duly to convene an extraordinary general meeting of the Irish Ladies Fly Fishing Association
  6. The requisition shall state the objects of the meeting and shall be signed by those making  the requisition and deposited with the Officers of the Irish Ladies Fly Fishing Association and those  may consist of several documents in like form signed by one or more of those making the requisition
  7. If the Officers do not within 21 days after the date of the deposit of the requisition proceed duly to convene a meeting to be held within 2 months after the requisition date, those  making the requisition, or any of them representing more than 50% of the total voting rights of all of them, may themselves convene a meeting but any meeting so convened shall not be held after the expiration of 3 months after the requisition date
  8. Any reasonable expenses incurred by those making the requisition by reason of the failure of the Committee duly to convene a meeting shall be repaid to those making the requisition by the Irish Ladies Fly Fishing Association and any sum so repaid shall be retained by the Irish Ladies Fly Fishing Association out of any sums due or to become due from the Irish Ladies Fly Fishing Association
  9. For the purposes of Articles 9-11, the Committee shall, in the case of a meeting at which a resolution is to be proposed as a special resolution, be deemed not to have duly convened a meeting if they do not give such notice of it
  10. A meeting convened under Articles 9-11 shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by the Committee
  11. The Chair of the Committee shall preside as chairperson at every general meeting of the Irish Ladies Fly Fishing Association, or if there is no such chairperson, or if she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to ac, the Committee members present shall elect one of their number to be chairperson of the meeting
  12. If at any meeting no Committee member is willing to act as chairperson or if no Committee member is present within 15 minutes after the appointed time for the meeting, the members present shall choose one of their number to be chairperson of the meeting
  13. The chairperson 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. However, no business shall be transacted 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 original meeting but, subject to that, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting
  14. A resolution put to the vote of the meeting shall be decided on a show of hands; and a declaration by the chairperson 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 minutes of the proceedings of the Irish Ladies Fly Fishing Association shall be conclusive evidence of the votes recorded in favour of or against such resolution
  15. Where there is an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall be entitled to a second or casting vote
  16. A resolution in writing signed by all the members of the Irish Ladies Fly Fishing Association for the time being entitled to attend and vote on such resolution at a general meeting shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Irish Ladies Fly Fishing Association duly convened and held and if described as a special resolution.

 

NOTICE OF GENERAL MEETINGS

 

  1. A meeting of the Irish Ladies Fly Fishing Association, other than an adjourned meeting, shall be called:

(a)    in the case of the annual general meeting or an extraordinary general meeting for the passing of a special resolution, by not less than 21 days’ notice;

(b)     in the case of any other extraordinary general meeting, by not less than 7 days’ notice

 

  1. A meeting of the Irish  Ladies Fly Fishing Association shall, notwithstanding that it is called by shorter notice than that specified in Article 20, be deemed to have been duly called if it is so agreed by all the members entitled to attend and vote at the meeting
  2. Where notice of a meeting is given by posting it by ordinary prepaid post to the registered address of a member, then, for the purposes of any issue as to whether the correct period of notice for that meeting has been given, the giving of the notice shall be deemed to have been effected on the expiration of 24 hours following posting
  3. The notice of a meeting shall specify:

(a) the place, date and time of the meeting; 

(b) the general nature of the business to be transacted at the meeting;

(c)  in the case of a proposed special resolution, the text or substance of that proposed special resolution; and 

(d) with reasonable prominence a statement that a member entitled to attend and vote is entitled to appoint a proxy using the form set out to attend, speak and vote instead of her

 

  1. 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 the meeting

 

 

 

VOTES OF MEMBERS

  1. Where a matter is being decided (whether on a show of hands or on a poll), every member present in person and every proxy shall have one vote
  2. Votes may be given either personally or by proxy.  Where there is an equality of votes, whether on a show of hands or on a poll, the chairperson 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
  3. A member of the Irish Ladies  Fly Fishing Association entitled to attend and vote at a meeting of the Irish Ladies Fly Fishing Association shall be entitled to appoint another person as her proxy to attend and vote instead of her.  A proxy so appointed shall have the same right as the member to speak at the meeting and to vote on a show of hands and on a poll
  4. The instrument appointing a proxy (the “Instrument of Proxy”) shall be in writing under the hand of the appointer or her attorney duly authorised in writing 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, 48 hours before the time appointed for the taking of the poll
  5. The depositing of the Instrument of Proxy may, rather than its being effected by sending or delivering the Instrument, be effected by communicating the instrument to the Company by electronic means
  6. An instrument appointing a proxy shall be in the following form or a form as near to it as circumstances permit:

-Irish Ladies Fly Fishing Association

-[Name of member] (the “Member”) of [Address of Member] being a member of the Irish  Ladies Fly Fishing Association hereby appoint/s [name and address of proxy] or failing her [name and address of alternative proxy] as the proxy of the Member to attend, speak and vote for the Member on behalf of the Member at the (annual or extraordinary, as the case may be) general meeting of the Irish Ladies Fly Fishing Association to be held on the [date of meeting] and at any adjournment of the meeting. The proxy is to vote as follows:-

Voting instructions to proxy

(Choice to be marked with an “X”)

Number or description of resolution:

In Favour

Abstain

Against

1.

 

 

 

2.

 

 

 

3.

 

 

 

 

Unless otherwise instructed, the proxy will vote as she thinks fit.

 

Signature of Member………………………………..

 

Dated [date] …………………………………….

 

 

 

VOTING ON A POLL


At a meeting, a poll may be demanded in relation to a matter (whether before or on the declaration of the result of the show of hands in relation to it)

  1. A demand for a poll may be made by:
  1. the chairperson of the meeting;
  2. at least three members present in person or by proxy
  3. any member or members present in person or by proxy and representing not less than 10% of the total voting rights of all the members of the Irish Ladies Fly Fishing Association concerned having the right to vote at the meeting
  1. A demand for such a poll may be withdrawn by the person or persons who made the demand.  If a poll is demanded it shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be deemed to be the resolution, in relation to the matter concerned, of the meeting at which the poll was demanded
  2. A poll demanded with regard to the election of a chairperson or on a question of adjournment shall be taken forthwith
  3. A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs, and any business other than that on which a poll is demanded may be proceeded with pending the taking of the poll
  4. The Instrument appointing a proxy to vote at a meeting of the Irish Ladies Fly Fishing Association shall be deemed also to confer authority to demand or join in demanding a poll, and a demand by a person as proxy for a member shall be the same as a demand by the member
  5. On a poll taken at a meeting of the Irish Ladies Fly Fishing Association or a meeting of any class of members of the Company, a member, whether present in person or by proxy, entitled to more than one vote need not, if she votes:-
    1. Uses all her votes; or
    2. cast all the votes he or she uses in the same way

 

Committee

 

  1. The number of the Committee shall be not less than three (3) and unless and until determined by the Irish Ladies Fly Fishing Association in general meeting, not more than x (x).
  2. No remuneration shall be payable under any circumstances to any of the Committee  in respect of her services as a Committee member. The Committee members may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings in connection with the business of the Irish Ladies Fly Fishing Association
  3. The business of the Irish  Ladies Fly Fishing Association shall be managed by the Committee, who may pay all expenses incurred in promoting and registering the Irish Ladies Fly Fishing Association, and may exercise all such powers of the Irish  Ladies Fly Fishing Association as are not, by these Articles required to be exercised by the Irish Ladies Fly Fishing Association in general meeting, subject nevertheless to the provisions of these Articles and to such directions, not being inconsistent with the aforesaid provisions, as the Irish  Ladies Fly Fishing Association in general meeting may (by special resolution) give
  4. The Committee may delegate any of their powers to such person or persons as they think fit, including sub committees; any such sub committee shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Committee
  5. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Irish Ladies Fly Fishing 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 Committee shall from time to time by resolution determine
  6. The Irish  Ladies Fly Fishing Association shall cause minutes to be entered in books kept for the purpose:-

a.                   of all appointments of officers made by the Committee

b.                  of the names of the Committee present at each meeting of the Committee and of any sub  committees

c.                   of all resolutions and proceedings at all meetings of the Irish   Ladies Fly Fishing Association and, of the Committees.

 

ROTATION OF COMMITTEE

 

  1. All the Committee shall retire from office and at the Annual General Meeting in every subsequent year, one-third of the Committee 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
  2. The Committee to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Committee members on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by lot
  3. A retiring Committee member shall be eligible for re-election
  4. The Irish Ladies Fly Fishing Association, at a meeting at which a Committee  member retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default of the Irish Ladies Fly Fishing Association doing so, the retiring Committee member shall, if offering herself for re-election, be deemed to have been re-elected, unless (a) at such meeting it is expressly resolved not to fill such vacated office; or (b) a resolution for the re-election of such Committee  member has been put to the meeting and lost
  5. No person other than a Committee member retiring at the meeting shall, unless recommended by the Committee, be eligible for election to the office of Committee member at any general meeting unless, not less than three nor more than twenty one days before the date appointed for the meeting, there has been left at the Irish Ladies Fly Fishing Association office (a) notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of her intention to propose such a person for election, and (b) notice in writing signed by the person concerned of her willingness to be elected
  6. The Irish Ladies Fly Fishing Association may from time to time by ordinary resolution increase or reduce the number of Committee members, and may also determine in what rotation the increased or reduced number is to go out of office
  7. The Irish Ladies Fly Fishing Association may by ordinary resolution of which extended notice has been given, remove any Director before the expiration of her period of office, notwithstanding anything in these articles or in any agreement between the Irish  Ladies Fly Fishing Association and such Committee member.  Such removal shall be without prejudice to any claim such Committee member may have for damages for breach of any contract of service between her and the Irish Ladies Fly Fishing Association
  8. The Irish Ladies Fly Fishing Association may by ordinary resolution appoint another person in place of a Committee member removed from office
  9. The Committee may at any time appoint any person to be a Committee member of the Irish  Ladies Fly Fishing Association either to fill a casual vacancy or as an addition to the existing Committee, but so that the total number of Committee  members of the Irish  Ladies Fly Fishing Association shall not at any time exceed the number, if any, provided for in these Articles. Any Committee  member so appointed shall hold office only until the next annual general meeting, and shall then be eligible for re-election

 

 

PROCEEDINGS OF COMMITTEE 

 

  1. The Committee may meet together for the dispatch 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.  In case of equality of votes the chairperson shall have a second or casting vote.  A Committee  member may, and the Secretary on the requisition of a Committee member shall, at any time summon a meeting of the Committee.  If the Committee members so resolve it shall not be necessary to give notice of a meeting of Committee  members to any Committee  member who, being resident on the island of Ireland, is for the time being absent from the island
  2. The quorum necessary for the transaction of the business of the Committee may be fixed by the Committee members, and unless so fixed shall be two (2)
  3. The continuing Committee may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the necessary quorum of Committee members, the continuing Committee members or member may act for the purpose of increasing the number of Committee members to that number or of summoning a general meeting of the Irish Ladies Fly Fishing Association, but for no other purpose
  4. If at any meeting the chairperson is not present within 15 minutes after the time appointed for holding it, the Committee members present may choose one of their number to be chairperson of the meeting
  5. The Committee may delegate any of its powers to Sub Committees consisting of such member or members of the Committee and such other persons as they think fit, and any Sub Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Committee
  6. The Committee may appoint the chairperson of any Sub Committee; if no such chairperson is elected, or if at any meeting of a Sub Committee the chairperson is not present within fifteen minutes after the time appointed for holding it, the members of the Sub Committee present may choose one of their number to be chairperson of the meeting
  7. A Sub Committee may meet and adjourn as it thinks proper.  Questions arising at any meeting of a Sub Committee shall be determined by a majority of votes of the members of the Sub Committee present, and when there is an equality of votes, the chairperson shall have a second or casting vote
  8. All acts done by any meeting of the Committee or by any person acting as a member of the Committee or any Sub Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such person acting as aforesaid, or that she or any of the Committee was disqualified, be as valid as if every such person had been duly appointed
  9. A resolution in writing, signed by all the Committee for the time being entitled to receive notice of a meeting of the Committee, shall be as valid as if it had been passed at a meeting of the Committee duly convened and held.  Any such resolution in writing may consist of several documents in the like form, each signed by one or more of the Committee members and for all purposes shall take effect from the time when it was signed by the last Committee member
  10. A meeting of the Committee or of a Sub Committee established by the Committee may consist of a conference between some or all of the Committee or, as the case may be, members of the sub committee who are not all in one place, but each of whom is able (directly or by means of telephonic, video or other electronic communication) to speak to each of the others and to be heard by each of the others and –
  1. A Committee member or member of the Sub Committee taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote and be counted in a quorum accordingly; and
  2. Such a meeting shall be deemed to take place – 
  3.  where the largest group of those participating in the conference is assembled;
  4.  if there is no such group, where the chairperson of the meeting then is;
  5.  if neither sub-paragraph (i) or (ii) applies, in such location as the meeting itself decides.

 

SECRETARY

 

  1. The Secretary shall be appointed by the Committee for such term and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them
  2. A provision of these Articles requiring or authorising a thing to be done by or to a Committee member and the Secretary shall not be satisfied by its being done by or to the same person acting both as Committee  member and as, or in place of, the Secretary.

 

 

ACCOUNTS

 

  1. The Committee shall cause adequate accounting records to be kept.  Adequate accounting records shall be deemed to have been maintained if they explain the Irish Ladies Fly Fishing Association's transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the Irish Ladies Fly Fishing Association
  2. The accounting records shall be kept at such place as the Committee thinks fit, and shall at all reasonable times be open to the inspection of the officers of the Irish Ladies Fly Fishing Association and by other persons entitled
  3. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the financial statements and accounting records of the Irish Ladies Fly Fishing Association shall be open to the inspection of its members not being Committee members.  No member (not being a Committee member) shall have any right of inspecting any financial statement or accounting record of the Irish  Ladies Fly Fishing Association except as conferred by this Constitution or authorised by the Committee in general meeting
  4. The Committee shall cause to be prepared and to be laid before the annual general meeting of the Irish Ladies Fly Fishing Association the financial statements of the Irish Ladies Fly Fishing Association, the Committee's report in relation to it and the auditor’s report on those financial statements and Committee's report as are required to be prepared and laid before the annual general meeting of the Irish Ladies Fly Fishing Association
  5. A copy of the financial statements of the Irish Ladies Fly Fishing Association, the Committee's report in relation to it and that auditor’s report on those financial statements and Committee's  report shall, not less than twenty one days before the date of the annual general meeting, be sent to every person entitled to receive them

 

 

AUDIT

 

  1. Auditors shall be appointed and their duties regulated in accordance with this Constitution

 

 

NOTICES

 

  1. A notice may be given by the Irish Ladies Fly Fishing Association to any member either personally or by sending it by post or electronic means to the member at her registered address or email address.