COMPANIES ACT 2014

 

 

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COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL

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CONSTITUTION

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MUNSTER BRANCH OF HOCKEY IRELAND COMPANY LIMITED BY GUARANTEE

(the “Company”)

MEMORANDUM OF ASSOCIATION

1. Name

The name of the Company is Munster Branch of Hockey Ireland Company Limited by Guarantee.

2. Company type

The Company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014.

3. Objects

The main object for which the Company is established (the “Object”) is the encouragement, promotion, development, management, and control of the sport of hockey, both field and indoor within the Province of Munster.

The subsidiary objects for which the Company is established (the “Subsidiary Objects”) are:

• to administer the funds of the Company;
• to appoint employee(s) and/or contractors for the efficient administration of the objectives of the Company;
• to make, maintain and publish rules and regulations for the proper running of the Company;
• to ensure the safety of children by committing to the highest standards of child welfare and protection;
• to do all such other things as may be necessary or conducive for the attainment of the above objectives

4. Powers

The Company shall in addition to the powers conferred on it by law have the following powers which are exclusively subsidiary and ancillary to the Object and the Subsidiary Objects and which powers may only be exercised in promoting the Object or the Subsidiary Objects.  Any income generated by the exercise of these powers is to be applied to the promotion of the Object or the Subsidiary Objects:

• 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 other similar arrangements, and including (but so as not to restrict the generality of the foregoing) the holding of lotteries in accordance with the law for the purpose of promoting the Object of the Subsidiary Objects, and to apply to such purpose the capital as well as the income of any such legacy, donation or fund.
• To collect and to receive voluntary contributions, donations or bequests or money for any of the purposes aforesaid.
• To make application on behalf of the Company to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind.
• To apply, petition for or promote any Act of the Oireachtas or other legislation relating directly to the advancement of the Object or the Subsidiary Objects.
• Subject to the Income and Property clause, to employ such staff, and on such terms, as are necessary or desirable for the proper promotion of the Object or the Subsidiary Objects.
• To grant pensions, gratuities, allowances or charitable aid to any person who may have served the Company as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities, allowances or charitable aid shall be no more than that provided by a pension scheme covered by Part 30 of the Taxes Consolidation Act 1997 and provided that such pension scheme has been operated by the company and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the pension scheme while employed by the Company; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company and to subscribe or guarantee money for charitable objects.
• To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property, patents, copyrights, licences, rights and privileges or any estate or interest whatsoever and any rights, privileges and easements over or in respect of any property which may be considered necessary for the purposes of the Company and to develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting or building leases or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
• To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of all or any part of the property of the Company with a view to the promotion, protection or encouragement of its Object or Subsidiary Objects and to vary investments.
• To co-operate with any other society or institution in carrying out any investments hereby authorised in furtherance of the Object or the Subsidiary Objects.
• To borrow and raise money in such manner as may be considered expedient, and to issue debentures, debenture stock and other securities, and for the purpose of securing any debt or other obligation of the Company to mortgage or charge all or any part of the property of the Company, present or future, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.
• To invest and deal with monies and property of the Company not immediately required in such manner as will most effectively provide funds for the advancement and promotion of the purposes aforesaid and this power shall include power from time to time to vary any investments made thereunder.
• To invest in such ways as shall seem desirable to the Directors any moneys of the Company not immediately required for the use in connection with its Object or its Subsidiary Objects and to place any such moneys on deposit with bankers and others; subject nevertheless as regards the making of investments to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided; prior permission to be obtained from the Revenue Commissioners where the Company intends to accumulate funds over a period in excess of five years for any purposes.
• To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principal amounts and interest of any person, firm or company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company’s holding company or a subsidiary or associated company.
• To draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.
• To insure the property of the Company against any foreseeable risk in its full value and take out other insurance policies to protect the Company when required.
• To insure any or all of the Directors against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, provided he or she acted in good faith and in the performance of his or her functions as a Director of the Company.
• To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.
• To adopt such means of making known the products and/or services of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and via the internet and by granting prizes, rewards and donations.
• To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Object or the Subsidiary Objects and to obtain from any such government or authority any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
• To enter into a partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any person, company, society, trust or other partnership whose objects are solely the promotion of athletic or amateur games or sports, carrying on or engaged in, or are about to carry on or engage in, any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and which prohibits the distribution of income and assets to at least as great a degree as the Company by virtue of the Income and Property clause hereof and to guarantee the contracts of, otherwise assist any such person, company, society, trust or other partnership, and to take over or otherwise acquire shares, stock, debentures, or debenture stock and securities of any such person, company society, trust or other partnership, and to sell, hold, reissue with or without guarantee or otherwise deal with same.
• To procure the registration or incorporation of the Company in or under the laws of any place outside Ireland.
• To pay all expenses of and incidental to the incorporation and establishment of the Company.
• To carry on alone or in conjunction with others any other trade of business which may in the opinion of the Directors be advantageously carried on by the Company in connection with or as ancillary to the Object or the Subsidiary Objects.
• To establish and maintain links with international and national organisations having similar objectives.
• To do all such other lawful things as the Company may think incidental and conducive to the foregoing Object or the Subsidiary Objects.
• To do all or any of the things and matters aforesaid in any part of the world and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.

PROVIDED THAT:

• in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law having regard to such trusts;
• nothing hereinbefore contained shall be construed as including in the purposes for which the Company has been established any purposes which are not in furtherance of the promotion of athletic or amateur games or sports.

5. Income and Property

The income and property of the company shall be applied solely towards the promotion of its object(s) as set forth in this Constitution. No portion of the company’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the company.

No Director shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the company.

However, nothing shall prevent any payment in good faith by the company of:

• reasonable and proper remuneration to any member or servant of the company (not being a Director) for any services rendered to the company;
• interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by Directors or other members of the company to the company;
• reasonable and proper rent for premises demised and let by any member of the company (including any Director) to the company;
• reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the company;
• fees, remuneration or other benefit in money or money’s worth to any Company of which a Director may be a member holding not more than one hundredth part of the issued capital of such Company.

6. Winding-up

If upon the winding up or dissolution of the company 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 company. Instead, such property shall be given or transferred to some other institution or institutions having objects similar to the objects of the company. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members to an extent at least as great as is imposed on the company under or by virtue of the Income and Property Clause hereof. Members of the company shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object. 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.

7. Additions, alterations or amendments

No addition, alteration or amendment shall be made to the provisions of the object clause, the income and property clause, the winding up clause, the keeping of accounts clause or this clause of the Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.

8. Keeping of Accounts

Annual accounts shall be kept and made available to the Revenue Commissioners on request. Where the gross annual income exceeds €250,000 the accounts will be audited.

9. Limited Liability

The liability of the members is limited.

10. Undertaking to Contribute

Every member of the Company undertakes to contribute to the assets of the Company, if the Company is wound up while he or she is a member or is wound up within one year after the date on which he or she ceases to be a member, for

• payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up; and
• the adjustment of the rights of the contributories among themselves,

such amount as may be required, not exceeding €1.

ARTICLES OF ASSOCIATION

Preliminary

1. In these Articles, unless there is something in the subject or context inconsistent herewith:

• “Act” means the Companies Act, 2014.
• “AGM” means the annual general meeting of the Company.
• “Board” means the board of Directors of the Company;
• “Club” means any club or school or third level college situated in the Province or traditionally affiliated to the former branches of the IHA located within the Province wishing to participate in the game of hockey that is admitted to membership of the Company from time to time in accordance with the provisions of this Constitution;
• “Committee” means any committee established by the Board pursuant to section 160 of the Act including any Standing Committee;
• “Committee Chairperson” means the any person, who for the time being and from time to time stands appointed as the chairperson of a Standing Committee;
• “Directors” means the members for the time being of the Board and “Director” shall be construed accordingly.
• “Hockey” means the sport of hockey, both on field and indoor in all its forms but excluding ice hockey, street hockey or roller hockey.
• “Honorary Life Member” means any person appointed as a member of the Company pursuant to Article 5;
• “IH” means Irish Hockey Company Limited by Guarantee or any other such entity with which the Irish Hockey Company Limited by Guarantee may amalgamate with or be replaced by.
• “Province” means the province of Munster in Ireland.
• “Secretary” means any person appointed to perform the duties of the Secretary of the Company.
• “Seal” means the Common Seal of the Company.
• “Standing Committees” means the four (4) permanent committees of the Board being the Coaching & Development Committee, the Competitions Committee, the Schools Committee and the Youths Committee.
• “Voting Member” means in respect of any general meeting or meeting of any class of members, any member having the right to attend and vote at that meeting.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including reference to printing, lithography, photography and any other modes of representing or reproducing words in visible form.

Members

2. For the purposes of registration, the number of members of the Company shall be unlimited.
3. The membership of the Company shall comprise the following classes of members:
   • Clubs;
   • the Directors;
   • Honorary Life Members;
   • the Munster Hockey Umpire Association,

each having the rights and obligations as set out in this Constitution.

4. Any person seeking admission to the membership of the Company as a Club shall submit a formal application to the Secretary. The admission of any such person shall be subject to Board approval and ratification at the next AGM. No Club shall play any fixture against another club or school or third level college that is not a Club or a member of IH without prior permission of the Directors.
5. The Company may by way of ordinary resolution at any AGM admit as Honorary Life Members such persons nominated by the Board as being persons whose services to the Company or the sport of hockey are such that merit such distinction. Nominations for the admission of any person as Honorary Life Members must be proposed at the Board meeting immediately prior to the AGM and notice of such nominations shall appear on the agenda of that AGM.

Affiliation Fees

6. Each Club shall pay annually to the Company such membership fees as may be determined at the AGM. The Company shall, on behalf of IH, collect IH affiliation fees from each Club as determined by IH. The amount of all such affiliation fees shall be forwarded to the Honorary Treasurer not later than the 31st of October in each year. The Directors shall have the power to discipline and/or fine any club or school or third level college for late payment.

Rights Of Members

7. Membership of the Company is not transferable and shall cease:-
   • on the member’s death or bankruptcy;
   • if the member resigns by serving 28 days’ notice of such resignation in writing to the Directors of the Company at its registered office, and in which case any affiliation fees paid shall not be refundable;
   • if the member is subject to a proposal by the Directors to remove them, such proposal having been approved by way of special resolution of the members at a general meeting.

General Meetings

8. The Company 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 Directors and 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 and that so long as the Company holds its first annual general meeting within eighteen months of the date of incorporation, it need not hold it in the year of its incorporation.
9. The quorum required for all general meetings shall be such number of Voting Members being not less 25% of the Voting Members for the time being and from time to time (and, in any event, shall not be less than two Voting Members) present in person or by proxy.
10. All general meetings other than annual general meetings shall be known as extraordinary general meetings.
11. Directors may, whenever they think fit, convene an extraordinary general meeting.
12. If, at any time, there are not sufficient directors capable of acting to form a quorum, any Director of the Company or any member of it may convene an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.
13. The Directors of the Company shall, on the requisition of such number of members being, at the date of the deposit of the requisition, not less than 10% the Voting Members at the date of deposit, forthwith proceed duly to convene an extraordinary general meeting of the Company.
14. The requisition shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisi
15. If the Directors do not within 21 days after the date of the deposit of the requisition proceed duly to convene a meeting to be held within two months after that date (the “requisition date”), the requisitionists, or a majority of them, may themselves convene a meeting but any meeting so convened shall not be held after the expiration of three months after the requisition date.
16. Any reasonable expenses incurred by the requisitionists by reason of the failure of directors duly to convene a meeting shall be repaid to the requisitionists by the company and any sum so repaid shall be retained by the Company out of any sums due or to become due from the Company by way of fees or other remuneration in respect of their services to such of the Directors as were in default.
17. For the purposes of Articles 13 to 15, the Directors 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 as is required by Section 181 of the Act.
18. A meeting convened under Article 15 shall be convened in the same manner as nearly as possible as that in which meetings are to be convened by directors.
19. The President shall chair every general meeting of the Company, or if there is no such President, or if he or she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall chair the meeting. Where neither the President nor the Vice-President are present within 15 minutes after the time appointed for the holding of the meeting, or both are unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting.
20. If at any meeting no Director is willing to act as chairperson or if no Director is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairperson of the meeting.
21. 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 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 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.
22. Unless a poll is demanded in accordance with Article 42, at any general meeting:
    • 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 book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
23. 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.
24. Subject to section 193 of the Act (as modified by section 1208 of the Act) a resolution in writing signed by all the Voting Members shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company 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. Any such resolution in writing may consist of several documents in like form each signed by one or more members. It shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and, where the resolution states a date as being the date of his or her signature thereof by any member, this statement shall be prima facie evidence that it was signed by him or her on that date.

Notice Of General Meetings

25. A meeting of the Company, other than an adjourned meeting, shall be called:
    • 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;
    • in the case of any other extraordinary general meeting, by not less than seven days’ notice.
26. A meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in Article 25, be deemed to have been duly called if it is so agreed by:
    • all the members entitled to attend and vote at the meeting; and
    • unless no statutory auditors of the Company stand appointed in consequence of the Company availing itself of the audit exemption, the statutory auditors of the Company.
27. 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.
28. In determining whether the correct period of notice has been given by a notice of a meeting, neither the day on which the notice is served nor the day of the meeting for which it is given shall be counted.
29. The notice of a meeting shall specify:
    • the place, date and time of the meeting;
    • the general nature of the business to be transacted at the meeting;
    • in the case of a proposed special resolution, the text or substance of that proposed special resolution; and
    • with reasonable prominence a statement that:
      • a member entitled to attend and vote is entitled to appoint a proxy using the form set out in Section 184 of the Act or, where that is allowed, one or more proxies, to attend, speak and vote instead of him or her;
      • a proxy need not be a member;
      • the time by which the proxy must be received at the Company’s registered office or some other place within the State as is specified in the statement for that purpose.

30. 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

31. The following members shall have the right to receive notice of, attend and vote at general meetings of the Company those entitled to vote at general meetings shall be:
    • the Directors;
    • the Clubs;
    • each Committee Chairperson;
    • the Munster Hockey Umpires Association.

32. Each Honorary Life Member shall have the right to receive notice of and attend but not vote at general meetings of the Company.
33. Each Club and the Munster Hockey Umpires Association (each a “Member Entity”) must nominate a delegate to act as its representative at each general meeting or meeting of any class of a members of the Company not less than twenty-four hours prior to the date of that Meeting by notice in writing to the Secretary. Any such delegate shall be entitled to exercise the same powers on behalf of the Member Entity which he or she represents as that Member Entity could exercise if it were an individual member of the Company.
34. • Subject always to Regulation 34(b) where a matter is being decided (whether on a show of hands or on a poll), every Voting Member present in person and every proxy shall have one vote.
    • Where a Voting Member is a Club, and that Club has both a men’s section and a womens’ section, then that Club shall have two votes for any matter being decided (whether on a show of hands or on a poll).
35. 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 not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the meeting, whose decision shall be final and conclusive.
36. 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.

Proxies

37. Each Voting Member shall be entitled to appoint another person (whether a member or not) as his or her proxy to attend and vote instead of him or 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.
38. The instrument appointing a proxy (the “Instrument of Proxy”) shall be in writing under –
    • under the hand of the appointer or of his or her attorney duly authorised in writing; or
    • if the appointer is a body corporate, either under seal of the body corporate or under the hand of an officer or attorney of it duly authorised in writing.
39. The Instrument of 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 registered office of the Company or at such other place within the State as is specified for that purpose in the notice convening the meeting, and shall be deposited not later than the following time:-
    • 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.
40. 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 (as defined in section 2 of the Act) and this Article likewise applies to the depositing of anything else referred to in the preceding Article.
41. An instrument appointing a proxy shall be in the following form or a form as near to it as circumstances permit –

Munster Branch of Hockey Ireland Company Limited by Guarantee (the “Company”)

[Name of member] (the “Member”) of [Address of Member] being a member of the Company hereby appoint/s [name and address of proxy] or failing him or 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 Company 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 he or she thinks fit.

Signature of Member………………………………..

Dated [date] …………………………………….

Voting On A Poll

42. 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).
43. A demand for a poll may be made by:
    • the chairperson of the meeting;
    • at least 10% of the Voting Members present in person or by proxy;
44. A demand for such a poll may be withdrawn by the person or persons who have made the demand. Subject to Article 39, 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.
45. A poll demanded with regard to the election of a chairperson or on a question of adjournment shall be taken forthwith.
46. 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.
47. The instrument appointing a proxy to vote at a meeting of the Company shall be deemed also to confer authority to demand or join in demanding a poll, and for the purposes of Articles 42 and 43, a demand by a person as proxy for a member shall be the same as a demand by the member.
48. On a poll taken at a meeting of the Company 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 he or she votes:-
    • use all his or her votes; or
    • cast all the votes he or she uses in the same way.

Directors

49. The number of the Directors shall be not less than three and unless and until determined by the Company in general meeting, not more than 12. The first Directors of the Company shall be the persons named in the statement delivered to the Registrar of Companies pursuant to Section 22 of the Act and they shall hold office until the first AGM of the Company at which they shall retire but shall be eligible for re-election.
50. Of the Directors appointed and elected at any AGM of the Company one Director shall be elected to each of the following positions:
    • President;
    • Vice President;
    • Chairperson of the Board;
    • Honorary Treasurer; and
    • Public Relations Officer.

Any Directors elected at any AGM of the Company in addition to the positions set out in this Article 50 shall not carry any title and will chair any Committees as tasked by the Board.

51. In addition to any Directors elected at an AGM of the Company, the following persons shall also be appointed as Directors to the Board:
    • each Committee chairperson (where he or she is not already a Director);
    • the chairperson of the Munster Hockey Umpires Association and
    • the Head of Sponsorship of the Company,

subject to each such person being willing to so act and not being restricted from so acting.

52. No remuneration shall be payable under any circumstances to any of the Directors in respect of his services as Director, or on any Committee of the Directors to which the Directors may delegate powers under Article 75 or Article 76. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company.
53. The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Act and of these Articles and to such directions, not being inconsistent with the aforesaid provisions, as the Company in general meeting may (by special resolution) give. No such direction given by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that direction had not been given.
54. Without prejudice to Section 40 of the Act, the Directors may delegate any of their powers to such person or persons as they think fit, including committees; any such committee shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors.
55. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company 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 Directors shall from time to time by resolution determine.
56. The Company shall cause minutes to be entered in books kept for the purpose:-
    • of all appointments of officers made by the Directors;
    • of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
    • of all resolutions and proceedings at all meetings of the Company and, of the Directors and of committees of the Directors.

Powers Of Attorney

57. The Company may empower any person, either generally or in respect of any specified matters, as its attorney, to execute deeds or do any other matter on its behalf in any place whether inside or outside the State. A deed signed by such attorney on behalf of the Company shall bind the Company and have the same effect as if it were under its common seal.

Disqualification Of Directors

58. In addition to the circumstances set out in section 148(2) of the Act, the office of Director shall be vacated if a Director ceases to be qualified for the position of trustee.

Rotation of Directors

59. At the first Annual General Meeting of the Company, all the Directors shall retire from office 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 three or a multiple of three, then the number nearest one-third, shall retire from office.
60. 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 amongst themselves) be determined by lot.
61. A retiring Director shall be eligible for re-election.
62. The Company, at a meeting at which a Director retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default of the Company doing so, the retiring Director shall, if offering himself 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 Director has been put to the meeting and lost.
63. No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director 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 Company’s registered 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 his intention to propose such a person for election, and (b) notice in writing signed by the person concerned of his willingness to be elected.
64. The Company may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine in what rotation the increased or reduced number is to go out of office.
65. The Company may by ordinary resolution of which extended notice has been given in accordance with section 146 of the Act remove any Director before the expiration of his period of office, notwithstanding anything in these articles or in any agreement between the Company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the Company.
66. The Company may by ordinary resolution appoint another person in place of a Director removed from office under Article 65. Without prejudice to the powers of the Directors under Article 67, the Company in general meeting may appoint any person to be a Director, either to fill a casual vacancy or as an additional Director.
67. The Directors may at any time appoint any person to be a Director of the Company, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors of the Company shall not at any time exceed the number, if any, provided for in these Articles. Any Director so appointed shall hold office only until the next annual general meeting, and shall then be eligible for re-election.

Proceedings Of Directors

68. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
69. The Chairperson of the Board shall chair each meeting of the Board. If at any meeting the Chairperson is not present within 15 minutes after the time appointed for holding it, the Vice-Chairperson shall chair the meeting. In the absence of both the Chairperson and the Vice-Chairperson, or in the event of their unwillingness to act, a chairperson shall be elected from those Directors present.
70. Questions arising at any meeting shall be decided by a majority of votes. In case of equality of votes the chairperson of the meeting shall have a second or casting vote. A majority of Directors may, and the Secretary on the requisition of the majority of Directors shall, at any time summon a meeting of the Directors. If the Directors so resolve it shall not be necessary to give notice of a meeting of Directors to any Director who, being resident in the State, is for the time being absent from the State.
71. A meeting of the Board shall also be held when a request is made in writing to the Secretary by any three Clubs. Any such request by the latter, shall express the purpose of the proposed meeting and, upon receipt of the request plus a fee of €100, the Secretary shall immediately call a special meeting of the Board. The meeting must take place within 14 days of the making of the request, with at least seven days’ notice given to all entitled to receive same.
72. The quorum necessary for the transaction of the business of the Directors shall be such number that is more than half of the Directors as may stand appointed from time to time (and in any event not less than two Directors).
73. The continuing Directors 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 Act as the necessary quorum of Directors, the continuing Directors or director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, but for no other purpose.
74. The Directors shall have discretion to appoint and remove members of the Standing Committees as they see fit and shall be responsible for creating, amending and implementing the necessary rules for each Standing Committee.
75. All acts done by any meeting of the Directors or by any person acting as a member of the Directors or any 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 he or any of the Directors was disqualified, be as valid as if every such person had been duly appointed.
76. A resolution in writing, signed by all the Directors for the time being entitled to receive notice of a meeting of the Directors, shall be as valid as if it had been passed at a meeting of the Directors 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 Directors and for all purposes shall take effect from the time when it was signed by the last director.
77. A meeting of the Directors or of a committee established by the Directors may consist of a conference between some or all of the Directors or, as the case may be, members of the 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 –
    • a Director or member of the 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
    • such a meeting shall be deemed to take place
      • where the largest group of those participating in the conference is assembled;
      • if there is no such group, where the chairperson of the meeting then is;
      • if neither sub-paragraph (i) or (ii) applies, in such location as the meeting itself decides.

Committees

78. The Directors may delegate any of their powers to Committees consisting of such Directors and such other persons as they think fit, and any Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations, terms of reference and procedures imposed on it by the Directors in accordance with section 160 of the Act. Without prejudice to the generality of the foregoing, the Board shall establish and maintain the Standing Committees pursuant to section 160(9) of the Act.
79. The Directors may appoint the chairperson of any Committee; if no such chairperson is elected, or if at any meeting of a Committee the chairperson is not present within fifteen minutes after the time appointed for holding it, the members of the Committee present may choose one of their number to be chairperson of the meeting.
80. A Committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a Committee shall be determined by a majority of votes of the members of the Committee present, and when there is an equality of votes, the chairperson shall have a second or casting vote.

Bye-Laws

81. The Board shall have the power to propose to the members for adoption in general meeting additional bye-laws, rules and policies regulating the affairs of the Company and its constituent parts, which following their adoption by the members in general meeting shall be binding on all every member of the Company.

Secretary

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

Seal

84. The seal shall be used only by the authority of the Directors or of a committee of Directors authorised by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be
    • signed by a Director of it or by some other person appointed for the purpose by its Directors or by a foregoing committee of them; and
    • be countersigned by the Secretary or by a second Director of it or by some other person appointed for the purpose by its Directors or by a foregoing committee of them.

Accounts

85. The Directors shall cause adequate accounting records to be kept. Adequate accounting records shall be deemed to have been maintained if they comply with Section 282(1) to 282(3) of the Act and explain the Company’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 Company.
86. The accounting records shall be kept at the registered office or, subject to Section 283 of the Act, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the officers of the Company and by other persons entitled pursuant to the Act.
87. The Directors 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 Company or any of them shall be open to the inspection of its members not being Directors. No member (not being a Director) shall have any right of inspecting any financial statement or accounting record of the Company except as conferred by statute, this Constitution or authorised by the Directors or by the Company in general meeting.
88. The Directors shall in accordance with the Act cause to be prepared and to be laid before the annual general meeting of the Company the statutory financial statements of the Company, the Directors’ report in relation to it and the statutory auditor’s report on those financial statements and Directors’ report as are required by the Act to be prepared and laid before the annual general meeting of the Company.
89. A copy of the statutory financial statements of the Company, the Directors’ report in relation to it and that statutory auditor’s report on those financial statements and Directors’ report shall, not less than twenty one days before the date of the annual general meeting, be sent to every person entitled under Section 338(1) of the Act to receive them.

Audit

90. Auditors shall be appointed and their duties regulated in accordance with Chapters 18 and 19 of Part 6 of the Act.

Notices

91. A notice may be given by the Company to any member either personally or by sending it by post or electronic means (as defined in section 2(1) of the Act) to the member at his or her registered address or email address (or, if not so registered, then to the address or email address of the member last known to the Company). Section 218(5) of the Act shall apply.

Indemnity

92. Subject to the Act:
    • every Director, Secretary, agent, auditor, committee member and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under sections 233 and 234 of the Act in which relief is granted to him by the court. Section 235(3) of the Act shall apply to the Company; and
    • every Director, Secretary, agent, auditor, committee member and other officer for the time being of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he or she may sustain or incur in or about the execution of the duties of his or her office or otherwise in relation thereto and no officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of his or her office or in relation thereto. This Article 92 shall have effect only in so far as its provisions are not void under section 235 of the Act.