Constitution Of Property Owners Association of Ireland

COMPANIES ACT 2014

COMPANY LIMITED BY GUARANTEE

Constitution

Of

Property Owners Association of Ireland Company Limited by Guarantee

COMPANIES ACT 2014

COMPANY LIMITED BY GUARANTEE

Memorandum of Association

Of

Property Owners Association of Ireland Company Limited by Guarantee

  1. The name of the Company is Property Owners Association of Ireland Company Limited by Guarantee.

  1. The company is a company limited by guarantee registered under Part 18 of the Companies Act 2014 (The “Act”).

  1. The objects for which the Company is established are: –

  1. To carry on the business to promote and protect the interests, and in particular the property interests, of its members and of all property owners generally.

  1. To advise its members on matters that affect them and their property interests or which may potentially affect them or their property interests.

  1. To provide opportunities for discussion, information and consultation about matters of common interest to members.

  1. To liaise with other bodies or entities for the purposes of discussing matters that may be of mutual interest to its members.

  1. To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above objects, or calculated, directly or indirectly, to enhance the value of, or render more profitable any of the Company\’s property.

  1. To import, export, buy, sell, barter, exchange, pledge, make advances on, take on lease or hire or otherwise acquire, alter, treat, work, manufacture, process, dispose of, let on lease, hire or hire purchase, or otherwise trade or deal in and turn to account as may seem desirable goods, articles, equipment, machinery, plant, merchandise and wares of any description and things capable of being used or likely to be required by persons having dealings with the Company for the time being.

  1. To purchase take on lease or in exchange, hire or by any other means acquire any freehold, leasehold or other property for any estate or interest whatever, and any rights, privileges or easements over or in respect of any property, and any buildings, offices, factories, mills, works, wharves, roads, railways, tramways, machinery, engines, rolling stock, vehicles, plant, live and dead stock, barges, vessels or things, and any real or personal property or rights whatsoever which may be necessary for, or may be conveniently used with, or may enhance the value of any other property of the Company.

  1. To build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, offices, factories, mills, works, wharves, roads, railways, dams, tramways, machinery, engines, walls, fences, banks, sluices, or watercourses, and to clear sites for the same, or to join with any person, firm or company in doing any of the things aforesaid, and to work, manage and control the same or join with others in so doing.

  1. To grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees of the Company or its predecessors in business or the dependents or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view to providing pensions or other benefits for any such persons as aforesaid, their dependents or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Directors, be calculated directly or indirectly to benefit the Company or its employees, and to institute or maintain any club or other establishment or profit sharing scheme calculated to advance the interests of the Company or its officers or employees.

  1. To improve, manage, cultivate, develop, exchange, let on lease or otherwise, mortgage, sell, charge, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company for the time being of the company for such consideration as the Company may think fit.

  1. To receive and acquire money by donation, gift, subscription or otherwise and to apply or expend such funds to or upon all or any of the objects of the company, directly or indirectly.

  1. To advance money or give credit to such persons, firms or companies including customers and others, with or without security, and upon such terms as may seem expedient as the Company may approve.

  1. To borrow or raise money in such manner as the Company shall think fit, and in particular by the issue of debentures or debenture stock, bonds, obligations and securities of all kinds (perpetual or otherwise) and either redeemable or otherwise and to secure the repayment of any money borrowed, raised or owing, by mortgage, charge or lien upon the whole or any part of the Company\’s property or assets (whether present or future), and also by a similar mortgage, charge or lien to secure and guarantee the performance by the Company of any obligation or liability it may undertake and to purchase, redeem or pay off any such securities.

  1. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

  1. To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly to benefit this Company.

  1. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company.

  1. To support and subscribe to any charitable or public object, and any institution, society or club which may be for the benefit of the Company or its employees, or may be connected with any town or place where the Company carries on business; to give pensions, gratuities (to include death benefits) or charitable aid to any persons who may have been officers or employees or ex officers or ex-employees of the Company, or, its predecessors in business, or to the spouses, children or other relatives or dependents of such persons; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any such person or of their spouses, children or other relatives or dependents.

  1. To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid up shares of any Company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the company may determine, and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.

  1. To amalgamate with any other Company whose main objects are to include main objects similar to those of this company.

  1. To do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or in conjunction with others, and either by or through agents, trustees, subcontractors or otherwise.

  1. To do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

It is hereby expressly declared that each sub-clause of this clause shall be construed independently of the other sub-clauses hereof, and that none of the objects mentioned in any sub-clause shall be deemed to be merely subsidiary to the objects mentioned in any other sub clause.

  1. The liability of the members is limited.

  2. 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 1 year after the date on which he or she ceases to be a member, for –

  1. the 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

  1. the adjustment of the rights and contributories among themselves,

such amount as may be required not exceeding €1

  1. The income and property of the Company shall be applied solely towards the promotion of its main objects set forth in this Memorandum of Association. No portion of the Company\’s income and property shall be 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:

  1. Reasonable and proper remuneration to any member, officer or servant of the company (not being a Director) for any services rendered to the Company;

  2. Interest at any rate not exceeding 5% per annum on money lent by Directors or other members of the Company to the Company;

  3. Reasonable and proper rent for premises let by any member of the Company (including any Director) to the Company;

  4. Reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the Company;

  5. 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.

  1. The Association may be dissolved if two-thirds or more of the Ordinary Members so desire by their giving three months’ notice in writing to the Chairperson of the Association. In this event, the liabilities of the Association shall be discharged and the residuary assets distributed to a recognised charitable body.

  1. Any change to the Constitution shall require a two-thirds majority of all those present and eligible to vote at a General Meeting. Notice shall be given to all voting members of any General Meeting as specified in Clause 30, any proposals to change the constitution shall be submitted in writing to the Secretary at least 14 days prior to the meeting. All proposals for changes to the Constitution shall be signed by two members eligible to vote at a General Meeting.

COMPANIES ACT 2014

COMPANY LIMITED BY GUARANTEE

Articles of Association

Of

Property Owners Association of Ireland Company Limited by Guarantee

PRELIMINARY

  1. The optional provisions of the Act (as defined by Section 1177 of the Act) shall apply to the Company save and so far as they are disapplied, modified or supplemented by this Constitution and such optional provisions together with the provisions of this Constitution shall constitute the Regulations of the Company.

MEMBERS

  1. The number of members with which the Company proposes to be registered is 7 but the Directors may from time to time register an increase of members in accordance with Subsection 4 of Section 1199 of the Act.

  1. Subject to the payment of an annual subscription, as determined by the Management Committee and approved at each Annual General Meeting, Ordinary Membership shall be open to any property owner in the private rental sector interested in furthering the aims and objectives of the Association.

  1. Associate membership shall be open to local business. Associate membership entitles the bearer to participate in all activities and general assemblies of the Association but excludes voting rights.

  1. For such reasons as the Company shall in its absolute discretion determine, the Company may resolve to refuse any Member or Associate Member upon such conditions and for such reasons as it shall in its absolute discretion determine.

  1. For such reasons as the Company shall in its absolute discretion determine, the Company may resolve to remove any Member or Associate Member upon such conditions and for such reasons as it shall in its absolute discretion determine.

  1. The Management Committee shall have the power to publish and enforce such bye-laws as the Ordinary Membership feels necessary to govern the activities of the Association.

COMPANY SEAL

  1. The Company’s seal shall be used only by authority of its directors, or of a committee of its directors authorised by its directors in that behalf and any instrument to which a Company’s seal shall be affixed shall be:

  1. signed by a director of the Company; and

  2. be countersigned by the secretary or by a second director (if any) of the Company or by some other person appointed for the purpose by a foregoing committee of them

and Subsection 2 of Section 43 is modified accordingly.

  1. The Company’s seal may also be used by a registered person and any instrument to which the Company’s seal shall be affixed when it is used by the registered person shall be signed by that person and countersigned by a director of the Company and Subsection 3 of Section 43 of the Act is modified accordingly.

  2. In accordance with Subsection 2 of Section 44 of the Act the company may have for use in any place abroad an official seal which shall resemble the common seal of the company with the addition on its face of the name of every place abroad where it is to be used.

MANAGEMENT COMMITTEE

  1. The (14 member) Management Committee shall include the two Company Directors. The balance of the Management Committee having been elected at an Annual General Meeting for a period of 6 years and shall comprise a Chairperson, Vice Chairperson, Treasurer and Secretary plus at least 5 further Committee Members (maximum 14) two of whom will retire at the following AGM and may offer themselves for re-election for one only further 6-year consecutive period. If the post of any officer or other Committee member should fall vacant after such an election the Management Committee will have the power to co-opt up to two members. The Management Committee shall comprise Ordinary Members of the Association only. Representatives of Associate Members shall not be entitled to serve on the Committee.

  2. The Management Committee shall meet as often as required to make and execute such decisions as are necessary in implementing the aims and objectives of the Association. The Management Committee shall report all its activities to the Annual General Meeting and shall account to the Annual General Meeting in accordance with Clause 21.

DIRECTORS

  1. For the purpose of Subsection 1 of Section 161 of the Act, the signature of an alternate director shall suffice in place of the signature of the director appointing him or her.

  2. For the purposes of Subsection 1 (d) of Section 228 of the Act, the reasonable personal use by a director of any property of the company and made available for use by the director in connection with the business or affairs of the Company shall be permitted, subject to any restrictions imposed by the Company under contract or otherwise.

QUORUM

  1. The quorum at any General Meeting shall be the presence, or presentation by proxy, of at least 5% of all Ordinary Members of the Association. For Committee Meetings the quorum shall be four.

GENERAL MEETINGS

  1. General Meetings may be held in one or multiple venues using any technology that provides attendees reasonable opportunity to participate.

  1. If a General Meeting is held using an Electronic Platform then Attendees must have access to the following;

    1. A mechanism for casting votes by a member, either before or during the meeting,

    2. A system for identifying attendees and security of the technology, minimises data corruption, and provides certainty as to the source of the electronic communications,

    3. In the case of failure or disruption to the technology that the failure or disruption is remedied as soon as practicable,

    4. Enables the attendee to hear what is said by the Chairperson and any person introduced by the Chairperson, and

    5. Allows the attendee to submit questions and comments during the meeting to the Chairperson to the extent that the attendee is entitled to do so under the constitution of the company.

  1. Any temporary failure or disruption of electronic communications technology shall not invalidate the general meeting or any proceedings relating to the meeting. Unless such failure or disruption is attributable to any wilful act of the company, a company shall not be liable in respect of any failure or disruption relating to the equipment used by an attendee to access a general meeting by electronic communications technology that occurs and which failure or disruption prevents or interferes with the attendee’s participation, by way of such technology, in the meeting.

  1. If a General Meeting is held using an Electronic Platform then the Company must ensure the following;

    1. It provides for the security of any electronic communications by the attendees,

    2. It minimises the risk of data corruption and unauthorised access, and

    3. It provides certainty as to the source of the electronic communications.

  2. Proxies for the purposes of a meeting as defined in Section 183 of the Act shall be deposited not later than the following times;

    1. before the appointed time for holding the meeting or adjourned meetings at which the person named in the instrument proposes to vote; or

    2. in the case of a poll before the time appointed for the taking of the poll.

ANNUAL GENERAL MEETINGS

  1. Meetings of the Association shall be held annually. Not more than fifteen months shall elapse between the date of one Annual General Meeting and the next. The business of any Annual General Meeting will consist of the following:

    1. Approve the Minutes of the previous year’s AGM;

    2. Receive Reports from the Chairperson and the Secretary;

    3. Receive report from the Treasurer and approve the annual accounts;

    4. Elect the Management Committee;

    5. Consider changes to the Constitution;

    6. Appoint Auditors;

    7. Deal with relevant business.

EXTRAORDINARY GENERAL MEETINGS

  1. An Extraordinary General Meeting shall be called by an application in writing to the Secretary supported by at least two-thirds of the Association membership. The Management Committee shall also have the power to call an Extraordinary General Meeting by decision of a simple majority of its members.

VOTING

  1. Excluding Associate Members, each member shall have one vote, which may be given in person or by proxy appointed in writing.

  1. With the exception of changes to the Constitution, decisions put to the vote shall be resolved by a simple majority of the Ordinary Members at General Meetings.

  1. The Chairperson as well as his/her vote, shall have a casting vote in cases of equality.

ANNUAL SUBSCRIPTIONS

  1. Members shall pay an annual subscription to the Association by the 15th day of April each year. The amount will be decided by majority vote at the Annual General Meeting. Subscriptions may be paid by:

  1. Cheque made payable to Property Owners Association of Ireland Company Limited by Guarantee or IPOA;
  2. Cash;
  3. Credit Card;
  4. Bank Transfer;
  5. Direct Debit/Standing Order.

FINANCE

  1. All money raised on behalf of the Association shall be paid into a deposit or current account at Bank of Ireland Smithfield, Dublin 7 or such other Bank as shall from time to time be substituted by the Management Committee.

  1. All cheques shall be signed by two of the four nominated Committee Members.

  1. The Treasurer will be responsible for the preparation of the annual accounts of the Association which shall be presented by the Management Committee, after audit, at the Annual General Meeting.

  1. The accounts shall be audited by an independent qualified Accountant.

VACATION OF OFFICE

  1. The Office of a Director shall be vacated if the Director-

  1. Is adjudicated bankrupt or being a bankrupt has not obtained a certificate of discharge in the relevant jurisdiction; or

  1. becomes or is deemed to be subject to a disqualification order within the meaning of Chapter 4 of Part 14 of the Act ; or

  1. resigns his or her office by notice in writing to the company; or

  1. can no longer be reasonably regarded as possessing an adequate decision making capacity; or

  1. Is restricted in accordance with Section 819 of the Act and a Declaration of restriction is made in relation to the director and the directors, at any time during the currency of the declaration, resolve that his or her office be vacated; or

  1. is sentenced to a term of imprisonment (including a term that is suspended) following conviction of an indictable offence (other than an offence under the Road Traffic Act, 1961, or any Act amending the same) unless the Directors otherwise determine. ; or

  1. is for more than 6 months absent, without the permission of the directors, from meetings of the directors as during that period.

NOTICES

  1. If a General Meeting is to be held wholly or partially by electronic means as permitted by Regulation 8, the Notice must include the following, in addition to the requirements of Section 181(5) Companies Act 2014;

  1. the electronic platform to be used for the meeting,

  2. details for access to the electronic platform,

  3. the time and manner by which an attendee must confirm his or her intention to attend the meeting,

  4. any requirements or restrictions which the company has put in place in order to identify attendees who intend to attend the meeting,

  5. the procedure for attendees to communicate questions and comments during the meeting, and

  6. the details of the procedure to be adopted for voting on resolutions proposed to be passed at the meeting.

  1. In any case in which a provision of the Act, or of the company’s constitution, requires or authorises a notice to be served on or given to a member of the company by the company or an officer it may be delivered in one of the following ways:

  1. by delivering it to the member;

  2. by leaving it at the registered address of the member;

  3. by sending it by post in a prepaid letter to the registered address of the member;

  4. by electronic means provided the conditions as specified in subsection (4) of Section 218 of the Act are satisfied.

  1. At least twenty-one days’ notice shall be given to all members of any general meeting.

INDEMNITY

  1. Every officer of the Company;

  1. shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he or she may sustain or incur in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour in which he or she is acquitted or in connection with any proceedings or application referred to in or under Sections 233 or 234 of the Act in which relief is granted to him or her by the court.

  1. shall be entitled to 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 in relation thereto. This regulation shall have effect only in so far as its provisions are not void under Section 235 of the Act.

 

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