Download CONDUCT of ELECTIONS - The Irish Foster Care Association

COMPANIES ACTS, 1963 to 2009
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
__________
MEMORANDUM of ASSOCIATION
-ofCUMANN CURAM ALTRAMA NA HEIREANN TEORANTA
(IRISH FOSTER CARE ASSOCIATION LIMITED)
(amended by Special Resolutions on 25th September 2010)
__________
1.
The name of the Company (hereinafter called "the Company") is "CUMANN
CURAM ALTRAMA NA HEIREANN TEORANTA (IRISH FOSTER CARE
ASSOCIATION LIMITED)."
2.
The Main Objects for which the Company is established are:
(a) To assist in the recruitment, education and training of persons involved in
the care and treatment of children in foster care in Ireland.
(b) To create a greater public awareness of foster care in Ireland, thereby
drawing more families into fostering;
(c) To provide support and educational services for those involved in foster
care in Ireland.
(d) To encourage the highest standard of practice for those involved in foster
care.
The following Clauses (e) to (j) shall be subsidiary to the main objects:
(e) To provide a caring environment for the children in foster care.
(f) To promote a sense of community concern and care for children in foster
care.
(g) To promote research into subjects related to fostering and to educate and
influence public opinion by all lawful means.
(h) To establish and maintain one or more centres or branches to be used for
the main objects of the Company.
(i) To unite everyone concerned with children in care, foster families, family of
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origin, social workers, religious, teachers, hospital staff and child care
workers, with one common ideal, to work for the child in care;
(j) To be steadfast in its commitment to the ideal that every child has the right
to a family life, be it with the family of origin or a substitute/foster family;
3.
The following Powers shall only be exercisable in pursuance of the Main
Objects in Paragraph 2 (a) to (d) above:
(a) By all lawful means possible to strive to involve the members of the
Company in the activities and interests of those in the Company's Care.
(b) To erect, provide, construct, build, equip, maintain, conduct and manage
and to provide facilities and financial and other assistance for buildings
and other places for the purposes of the Company.
(c) To subscribe to, become a member of, and co-operate with any other
charitable association, whether Incorporated or not, whose objects are
altogether or in part similar to those of the Company and which shall
prohibit the distribution of its income and property among its members to
an extent at least as great as that which is imposed on the Company by
virtue of Clause 4 hereof.
(d) To purchase, take on lease or in exchange, hire or otherwise acquire (but
only to such extent as may be permitted by Law) and hold for any estate or
interest any lands, buildings, machinery, plant, stock-in-trade, and any
real or personal property of any kind necessary or convenient for the
purposes of or in connection with the Company’s business or any branch
or department thereof.
(e) To purchase or otherwise acquire and undertake all or any part of the
property, assets, liabilities and engagements of any one or more charities,
whether Companies, Institutions, Societies, Associations with which the
Company is authorised to amalgamate, provided any such company,
Institution, Society or Association prohibits the distribution of its income
and property among its members to an extent at least as great as that
which is imposed on the company by virtue of Clause 4 hereof.
(f) To transfer all or any part of the property, assets, liabilities and
engagements of this Company to any one or more of the charities, whether
Companies, Institutions, Societies or Associations with which the company
is authorised to amalgamate, provided any such Company, Institution,
Society or Association prohibits the distribution of its income and property
among its members to an extent at least as great as that which is imposed
on the Company by virtue of Clause 4 hereof.
(g) To borrow and raise money in such manner as the Company shall think fit
for any of the objects of the Company by all lawful means, including
collecting, flag days, functions, sales, subscriptions, dances and any other
fund raising activities, and in particular by the issue of debentures or
debenture stock, mortgages, charges, perpetual or otherwise charged upon
all or any of the Company's
property (both present and future) and
undertaking PROVIDED ALWAYS that at least ten per cent of all annual
fundraising monies and donations received by each of the Company’s
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branches be contributed to the Finance Officer, for the time being, of the
Company with the exception of Health Service Executive Grants and
fundraising monies received in respect of organisation of the Company’s
Annual National Conference by any branch of the Company.
(h) To act as Trustees of any property real or personal for any of the objects of
or for any other purpose that is in furtherance of or similar to the main
objects of the Company.
(i) To accept, seek and collect grants, subscriptions and donations by any
means whatsoever (whether of real or personal estate) and devises and
bequests for all or any of the purposes aforesaid and to sell and dispose of
or (so far as permitted by law) to lease and accept surrenders of Leases of
and manage all real estate (including leaseholds) so received and not
required to be or capable of being occupied for the purposes of the
company and generally to manage, invest and expend all monies and
properties belonging to the Company.
(j) To educate and train personnel as may be deemed expedient or considered
necessary for the furtherance of any or all of the main objects of the
Company and to provide expert advice, courses of instruction, tuition,
lectures, exhibitions and literature in relation to the aforementioned main
objects.
(k) To appoint or promote the appointment of Committees, Sub-Committees,
such Committees or Sub-Committees being constituted in whole or in part
by members of the Company or by persons not being members of the
company, to investigate, report and advise on any matter relating to the
Company's objects PROVIDED that the Company shall not support with its
funds any object nor endeavour to impose on, or procure to be observed by
its members or others any regulation or restriction which, if an object of
the company, would make it a trade union.
4.
The income and property of the Company, whencesoever derived, shall be
applied solely towards the promotion of the main objects of the company set
forth in this Memorandum of Association and no portion thereof shall be paid
or transferred, directly or indirectly, by way of dividend, bonus or otherwise
howsoever by way of profit, to the members of the Company. Nothing herein
shall prevent the payment in good faith of reasonable and proper remuneration
to any member, officer or servant of the company in return for services actually
rendered to the company, or interest at a rate not exceeding five per cent per
annum on money lent by any member to the company, or reasonable and
proper rent for premises demised or let by any member to the Company.
However, no member of the Company's Board of Directors, Council of
Management, or executive Committee by whatever title called shall be
appointed to any salaried office of the company or to any office of the company
paid by fees. No remuneration or other benefit in money or money's worth
shall be given by the Company to any member of such Board, Council or
Committee, other than the repayment of out-of-pocket expenses, or interest at
the rate aforesaid on money lent to the company, or a payment to a company
of which a member of the Board, Council or Committee may be a member
holding not more than one per cent of the capital of that company such
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member not to be bound to account for any share of profits he may receive in
respect of such a payment.
5.
No amendments of any kind shall be made to the provisions of the
Memorandum and Articles of Association for the time being in force unless
same shall have been previously approved in writing by the Revenue
Commissioners.
6.
The Liability of the Members is Limited.
7.
Every member of the Company undertakes to contribute to the assets of the
Company in the event of the company being wound up while he is a member,
or within one year afterwards, for payment of the debts and liabilities of the
Company contracted before he ceases to be a member and of the costs, charges
and expenses of winding up and for the adjustment of the rights of the
contributories among themselves, such amount as may be required not
exceeding £l.00.
8.
If upon the winding up or dissolution of the Company there remains, after the
satisfaction of all its debts and liabilities, any property whatsoever, the same
shall not be paid to or distributed among the members of the company but
shall be given or transferred to another charitable institution or institutions
having main objects similar to the main objects of the company and which
shall prohibit the distribution of its or their income and property among its or
their members to an extent at least as great as is imposed on the Company
under or by virtue of Clause 4 hereof, such institution or institutions to be
determined by the members of the Company at or before the time of
dissolution, and if and so far as effect cannot be given to such provision then
to some charitable object.
9.
Annual Audited Accounts shall be kept and made available to the Revenue
Commissioners on request.
WE, the several persons whose names and addresses and descriptions are
subscribed, wish to be formed into a Company in pursuance of this Memorandum
of Association.
____________________________________________________________________
NAMES, ADDRESSES and DESCRIPTIONS of SUBSCRIBERS
____________________________________________________________________
MARY COLLINS
"The Moorings,"
Upper Road,
Crosshaven,
Co. Cork,
Training Officer.
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PATRICIA WHELAN,
60, Grangewood,
Rathfarnham,
Dublin, 16,
Nat. Co-Ordinator – IFCA
KEITH HENDERSON,
135, Stillorgan Wood,
Upper Kilmacud Road,
Stillorgan,
Co. Dublin,
Area Sales Manager.
KEVIN MONTGOMERY,
Kilmore,
Churchhill,
Co. Donegal,
Social Worker.
SEAMUS NEARY,
Pontoon Road,
Castlebar,
Co. Mayo,
Caretaker.
ALICE PARKINSON,
"Tonnta,"
Seapoint,
Thermonfeckin,
Co. Louth,
Housewife.
BREDA O'DONOVAN,
7, Endsleigh Drive,
Carrigaline,
Co. Cork,
Company Director.
__________________________________________________________________________
Dated the 3rd day of February, 1998.
WITNESS to the above Signatures:
JILL KENNEDY,
St. Martins,
5, Westcourt,
Ballincollig,
Co. Cork,
Housewife.
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COMPANIES ACTS, 1963 to 2009
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
__________
ARTICLES of ASSOCIATION
-ofCUMANN CURAM ALTRAMA NA HEIREANN TEORANTA
(IRISH FOSTER CARE ASSOCIATION LIMITED)
(amended by Special Resolution on 22nd September 2012)
__________
1.
The Regulations contained in Table C of the Companies Acts, 1963 (No. 33 of
1963) (as Amended) (with the exception of Regulations 2, 10, 33, 39, 43 and
46) and the following Articles shall be the Regulations of the Company.
MEMBERS
2.
The number of Members with which the Company proposes to be registered is
3,000, but the Directors may from time to time register an increase of
Members.
MEMBERSHIP
3.
(a)
The first Members of the Company shall be the Subscribers to the
Memorandum of Association and to these Articles.
(b) Membership of the Company is open to individuals, groups or societies:
(i)
Involved with children who are in the care of Health Service Executives
(ii) Whose aims and policies are compatible with those of the Company
(iii) In related academic fields
Membership shall be defined as follows:
(1) Individual
An Individual Member is an individual, over eighteen years of age, who
has paid their subscription. Individual membership entitles an individual
to one vote.
(2) Family
A Family Membership is open to any family group, one of whom shall be
over eighteen, who have paid their subscription. It includes all members of
a family permanently residing in the family home. The family membership
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entitles the family to two votes. The persons to exercise this right shall be
over eighteen years of age, nominated by the family and be placed on a
register of voters at time of joining or renewal of membership of the
Company.
(3) Group
Group Membership is open to any group involved in child care, which has
paid its subscription.
It includes all residents and employees of the
group, one of whom shall be over eighteen.
The Group Membership
entitles this group to two votes. The persons to exercise this right shall
be over eighteen years of age, nominated by the group and be placed on a
register of voters at time of joining or renewal of membership of the
Company.
(c) (i) An individual’s holding of membership is at the discretion of the Board.
In the event that a person is deemed through their actions to have
brought the Company into disrepute, their membership may be
withdrawn by the Board.
(ii)
Those affected by 3 (c) (i) will be advised:
(a)
of the reason(s) in writing
(b) that they have the right of appeal
(d) No person other than the said Subscribers shall be deemed to be a member
of the Company until his name has been entered on the register of
Members and no persons name other than the names of the subscribers
shall be entered on the Register until the Directors shall admit such
persons to membership in accordance with paragraph (b) of this Article.
(e) A member who desires to resign from the Company may do so by a letter
addressed to the Secretary of the Company. On receipt of such letter of
resignation, the Secretary shall forthwith inform the Directors who shall
thereupon as soon as is convenient direct that
said member’s name
be removed from the Register.
(f) A Member shall cease to be a member of the Company on the happening of
any of the following events:
(1)
On death;
(2)
On resignation in accordance with paragraph (e) of this Article
(3)
On becoming bankrupt or insolvent or compounding with his
creditors; or
(4)
On being convicted of any indictable offence unless the Directors
otherwise determine;
(5)
On becoming of unsound mind.
PROCEEDINGS at GENERAL MEETINGS
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All business shall be deemed special that is transacted at an Extraordinary
General Meeting, and also all that is transacted at an Annual General Meeting
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with the exception of the consideration of the accounts, balance sheets and the
reports of the Directors and Auditors, the election of Directors in the place of
those retiring, the re-appointment of the retiring Auditors, and the fixing of the
remuneration of the Auditors.
DIRECTORS
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The Directors may be paid all travelling, hotel and other expenses properly
incurred by them in attending and returning from Meetings of the Directors of
any committee of the Directors or General Meetings of the Company or in
connection with the business of the Company.
6
The Directors may meet together for the dispatch of business, adjourn and
otherwise regulate their Meetings as they think fit, the quorum of any Meeting
of the Directors shall be three or such greater number as may from time to
time be determined by the Directors. Questions arising at any Meeting shall
be decided by a majority of votes. The chairperson does not vote but if there is
an equality of votes, the chairperson shall use their casting vote.
7
The Directors shall from among themselves appoint annually at their first
Meeting after the Annual General Meeting, a Chairman (who shall be Chairman
of the Company) a Vice-Chairman (who in the absence of the Chairman shall
have all the powers of the Chairman), Honorary Treasurer, and any other
Honorary Officers as they may think fit.
8
If the Chairman and Vice-Chairman of the Board of Directors be absent from a
Board Meeting, those Directors present shall elect one from their number to be
Chairman for the occasion.
The majority of the votes shall decide all
questions decided by the Board. The Chairperson does not vote but if there is
an equality of votes, the chairperson shall use their casting vote.
9
A Special Meeting of the Board of Directors may be called by a notice in writing
given to the Secretary by the Chairman or by three Directors specifying the
business to be transacted thereat.
The Secretary shall communicate every
such notice to all members of the Board of Directors as soon as possible after
the receipt thereof.
The Meeting shall be held at the ordinary place for
Meetings of the Board not earlier than twenty one clear days and not later than
thirty clear days after the receipt by the Secretary of such notice and no other
business shall be transacted at this Meeting other than the business named in
the said notice.
COMMITTEES and SUB-COMMITTEES
10
The Directors shall have power to appoint separate Committees and SubCommittees from time to time for each of the activities henceforth to be
conducted by the Company in all or any of its branches.
FUNCTIONS of the COMMITTEES and SUB-COMMITTEES
11. (a)
The Directors may nominate any member to serve on any such Committee
and Sub-Committee and may delegate any of its powers to committees
consisting of such persons (who need not be Directors of the company) as
it thinks fit; Any Committee so formed shall in the exercise of the powers
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so delegated conform to any regulations that may be imposed on it by the
Board of Directors.
(b) The Meetings and proceedings of any such committee consisting of
two
or more individuals shall be governed by the provisions of these Articles
regulating the Meetings and proceedings of the Directors, so far as the
same are applicable.
(c) The Board shall require that any committee shall keep careful Minutes of
its proceedings and furnish copies to the Board together with copies of any
reports, surveys or other documents presented to the meetings of the
Committees.
(d)
A Committee may elect a Chairperson of its Meetings;
if no such
chairperson is elected, or if at any Meeting the Chairperson is not present
within five minutes after the time appointed for holding the same, the
members present may choose one of their number to be chairperson of the
Meeting.
(e) A committee may meet and adjourn as it thinks proper. Questions arising
at any Meeting shall be determined by a majority of votes of the members
present.
The Chairperson does not vote but if there is an equality of
votes, the chairperson shall use their casting vote.
(f)
All acts done by any Meeting of a Committee or a Sub-Committee shall,
notwithstanding that it be afterwards discovered that there was some
defect in the appointment of any such Member of any Committee or SubCommittee or persons acting as aforesaid, or that they or any of them
were disqualified, be as valid as if every such person had been duly
appointed and was qualified to be a member of such Committee.
12. The Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer
shall be ex-officio members of all Committees.
DISQUALIFICATION of DIRECTORS
13. The Office of Director shall be vacated if the Director:
(a) Holds any other office or place of profit under the Company or beyond the
extent permitted under Clause 4 of the Memorandum; or
(b) Is adjudged bankrupt in the State or in Northern Ireland or Great Britain
or makes any arrangement or composition with his creditors generally; or
(c) becomes prohibited from being a Director by reason of any Order made
under Part V11 of the Companies Act, 1990; or
(d) becomes of unsound mind; or
(e) resigns his office by notice in writing to the Company; or
(f) is convicted of an indictable offence unless the Directors otherwise
determine; or
(g) is directly or indirectly interested in any contract with the Company and
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fails to declare the nature of his interest in manner required by Section
194 of the Act.
(h) Is deemed through their actions to have brought the Company into
disrepute.
(i) Fails to attend three consecutive meetings of the Board of Directors.
PATRONS
14. The Board of Directors shall have power to nominate, appoint or elect a patron
or patrons at any time. Any patron may retire by notice in writing sent by post
or delivered to the Secretary and thereupon shall cease to be a patron.
WINDING UP
15. The provisions of Clause 8 of the memorandum of Association relating to the
winding up or dissolution of the Company shall have effect and be observed as
if the same were repeated in full in these presents.
CONDUCT of ELECTIONS
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(a)
Unless the Company in General Meeting shall otherwise determine, the
number of directors shall not be less than seven nor more than twelve with
the majority of the directors being foster carers.
(b) There shall be a director from each of the four HSE regions elected from
their number by the members of the Irish Foster Care Association Regional
Representatives Forum at a meeting of the Regional Representatives Forum
prior to the Annual General Meeting of the Company. Such regional
representative directors shall be noted and deemed elected at the Annual
General Meeting. All such regional representative directors shall, in
common with all other directors, be subject to the provisions relating to
rotation of directors pursuant to Articles 41 to 45 of Table C of the
Companies Act 1963 (as amended).
(c) Without prejudice to the powers of the directors under Article 47 of Table C
of the Companies Act 1963 (as amended) and the foregoing paragraphs of
this Article the directors of the Company shall otherwise be elected by the
Members in General Meeting.
(d) A retiring director shall be eligible for re-election in the manner described
in any of the foregoing paragraphs unless he or she has then served as a
director for six consecutive years. A director who has previously served for
a period of six consecutive years may be subsequently eligible for election
after a period of three years have elapsed from the date on which he or she
ceased to be a director.
DIRECTORS of the BOARD to be INDIVIDUAL MEMBERS
17. A person who at the date of becoming a member of the Board of Directors is
not an individual member shall forthwith become an individual member,
without being required to pay an admission fee or annual subscription.
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18. Regulation 68 of Table C of the Companies Act 1963 (as amended) shall apply
to the Company with the addition of the words “electronically by email, text or
fax” after the word “personally”.
_____________________________________________________________________
NAMES, ADDRESSES and DESCRIPTIONS of SUBSCRIBERS
_____________________________________________________________________
MARY COLLINS
"The Moorings,"
Upper Road,
Crosshaven,
Co. Cork,
Training Officer.
PATRICIA WHELAN,
60, Grangewood,
Rathfarnham,
Dublin, 16,
Nat. Co-Ordinator IFCA
KEITH HENDERSON,
135, Stillorgan Wood,
Upper Kilmacud Road,
Stillorgan,
Co. Dublin,
Area Sales Manager.
KEVIN MONTGOMERY,
Kilmore,
Churchhill,
Co. Donegal,
Social Worker.
SEAMUS NEARY,
Pontoon Road,
Castlebar,
Co. Mayo,
Caretaker.
ALICE PARKINSON,
"Tonnta,"
Seapoint,
Thermonfeckin,
Co. Louth,
Housewife.
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BREDA O'DONOVAN,
7, Endsleigh Drive,
Carrigaline,
Co. Cork,
Company Director.
_____________________________________________________________________
Dated the 3rd day of February, 1998.
WITNESS to the above Signatures:
JILL KENNEDY,
St. Martins,
5, Westcourt,
Ballincollig,
Co. Cork,
Housewife.
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