Constitution for a Company Limited by Guarantee

CONSTITUTION

OF

________

Date of Incorporation: ________

MEMORANDUM OF ASSOCIATION

(1). NAME

1. 1. The name of this Company Limited by Guarantee is ________ CLG.

1. 2. ________ is a Company Limited by Guarantee, registered by Part 18 of the Companies Act 2014.

(2) OBJECTIVES

2. 1. ________ is established in compliance with the requirements of Part 18 of the Companies Act 2014.

2. 2. This Company is established for a charitable purpose. The charitable purpose for which this Company is founded is as follows:

________

'the Purpose'

(3) SUBSIDIARY OBJECTIVES

3. 1. In connection with and with a view to furthering the Purpose, ________ will pursue the following ancillary, subsidiary objectives:

- To provide and promote education and training in the following sector:

________

- To promote high standards of professionalism and good practice in the following sector:

________

- To advocate at a national, regional, local or international level for the interests of the following group:

________

- To organise and stage events for the purposes of furthering the interests of the Company, such events may include:

________

- To pursue and enter into contracts with Government, government agencies, local, national or regional bodies, companies or firms where such contracts are considered to facilitate the Purpose of the Company;

- To fund and to help raise funds for any charitable purpose or for any purposes of the Company;

- To purchase, acquire, lease or hire any freehold or leasehold interest in any property and improve, mortgage, dispose 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;

- To build or alter any building, property or structure where necessary or conducive to the conduct of business;

- To receive money by gift or donation, subscription fee or otherwise and dispose of those funds in any manner the company conducive, directly or indirectly, to the achievement of the Purpose;

- To accumulate capital in order to pursue the charitable purposes of the Company and to appropriate Company assets for a specific purpose, only where prior permission be obtained from the Revenue Commissioners, when it is intended to accumulate funds for a period in excess of 2 (two) years;

- To make payments to any persons who shall, inter alia, provide services to the Company, pursuant to an agreement entered into in compliance with Section 89 of the Charities Act 2009;

- To borrow money for the purposes of successfully carrying out the business of the Company;

- To carry on any business which may seem to the Company capable of being conveniently carried on in connection with the above objectives or to enhance the value of or render profitable any of the Company's property, rights or interests;

- To buy and sell goods;

- To supply and sell services;

- To makes rules and regulations to govern the conduct of members, including but not limited to: codes of conduct, a code of ethics, a disciplinary procedure and a complaints procedure;

(4) POWERS

4. 1. The Company is empowered do anything within the confines of the law that the Company considers advantageous or incidental to the realisation of its above listed objectives.

(5) LIABILITY

5. 1. The liability of members is limited.

(6) INCOME

6. 1. The Company's income and property shall be solely directed towards achieving the Company's Purpose and objectives.

6. 2. The payment of dividends to Company members is expressly prohibited. No portion of the Company's income or property shall be transferred to the members of the Company as a form of profit.

6. 3. No director (acting in their capacity as director) shall be paid a salary, wage or any form of income in monetary form or in the form of benefit or goods in kind. No director shall profit for services rendered as director.

(7) WINDING UP

7. 1. Upon the winding up of the Company, if there remains any property after the payment of all debts and liabilities, any remaining Company assets must be transferred to another company or charitable institution whose objectives are the same or largely the same to those of the Company. No remaining Company assets or property shall be distributed among members.

7. 2. Such a company or charitable institution to which any remaining asserts must be transferred is to be determined by the members before or at the time of dissolution. If an appropriate company or institution cannot be agreed upon, then any remaining assets must be transferred to some charitable object with the agreement of the Charities Regulatory Authority.

7. 3. In the event of winding up, final accounts must be prepared and submitted to the Revenue Commission and where appropriate to the Charities Regulatory Authority, identifying and valuing the assets transferred, the details of the recipient(s) of the transfer of assets and the terms of transfer.

(8) ALTERATION OF THE CONSTITUTION

8. 1. This Constitution may be altered by special resolution. Any alteration or addition shall be as valid as any article originally prescribed herein.

8. 2. A special resolution can only be passed by at least 75% (seventy five) of the votes cast by the members of the Company present and voting at general meeting, where adequate notice of the general meeting is given.

8. 3. The above is subject to the requirement that any additions or amendments made to this Constitution must be approved by the Charities Regulatory Authority.

ARTICLES OF ASSOCIATION

DEFINITIONS

The regulations contained in the Companies Act 2014 shall apply to the Company save to the extent they are excluded, modified or supplemented by this Constitution.

1. "the Act" means the Companies Act 2014;

2. "the Company" means the above named Company: ________;

3. "the directors" means the directors for the time being of the Company or the directors present at a meeting of the Board of Directors and includes any person occupying the position of director;

4. "secretary" means any person appointed to perform the duties of the secretary of the Company;

5. "the Office" means the registered office for the time being of the Company;

6. "member" means all members who have been admitted to the Company in the manner prescribed in Article 1;

7. "the Board" or "Board of Directors" means the group of individuals elected or appointed under these Articles to manage the affairs of the Company as a board from time to time and provided a quorum be present all thing done thereby shall be deemed to have been done by the Board;

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

9. Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date which these Articles become binding on the Company.

(1) MEMBERSHIP

1. Eligibility for membership:

1. 1. 1. In order to be eligible for membership in ________, an individual must:

- be at least ________ (________) years old;

- reside in or have some connection with the following geographical area: ________;

- have obtained or be in the process of obtaining the following educational requirements:

________

2. Membership categories:

1. 2. 1. ________ has the following membership categories:

- ________;

- ________.

3. Application process for membership:

1. 3. 1. All applications for membership of ________ must be submitted in writing by filling out the "Application Form" available online and delivered to the offices of ________ at the following address:

________

1. 3. 2. Applications must include the following information:

- full name;

- address;

- date of birth;

- consent to be bound by the rules and procedures of ________;

- a commitment to upholding and furthering the objectives of ________;

- consent to the use and processing of their data for relevant purposes pursuant to the GDPR;

- a statement of their current level of education, whether or not, or the extent to which they have achieved the educational requirements outlined above;

In addition to the above, the following information must be included in the application:

________

1. 3. 3. Applications are processed and approved by the Board of Directors.

1. 3. 4. All applicants who meet the eligibility criteria outlined above will be approved for membership by the Board of Directors.

1. 3. 5. The applicant will be officially deemed a member of ________ upon the receipt of payment of an annual membership subscription fee.

1. 3. 6. The subscription fee is to be determined by the Board of Directors based on the membership category.

1. 3. 7. Upon receipt of payment of the subscription fee, the member will be added to the register of members.

1. 3. 8. Until the applicant is added to the register of members, they are not entitled to any powers or privileges membership entails.

1. 3. 9. An accurate, up to date register of members will be maintained at the Company's Registered Office.

4. Conditions of membership:

1. 4. 1. The members are bound by the provisions of this Constitution, and must observe 'the Rules' of the Company as made from time to time by the Company in general or board meetings.

1. 4. 2. Membership of the Company is conditional on the following:

- adherence to the Complaints and Disciplinary Procedure;

- adherence to the Code of Ethics;

5. Maximum number of members:

1. 5. 1. The Company will have a maximum of ________ (________) members, however the number of members registered can be increased where decided by the Board of Directors.

1. 5. 2. In the event the Company increases the number of members beyond the registered numbers, it must inform the Company Registrar of the increase in members within 15 (fifteen) days of the increase occurring.

6. Termination of membership:

1. 6. 1. Membership can be transferred in the following circumstances:

________

1. 6. 2. Membership may be terminated automatically in the following circumstances:

- death of a member;

- the member is declared bankrupt

1. 6. 3. A member may resign his or her membership by serving notice in writing to the registered office of the Company.

1. 6. 4. The directors may require a member to resign his or her membership by serving notice upon the member terminating his or her membership to expire no earlier than the date of service of the notice of termination.

1. 6. 5. The directors must agree with a two third majority that a member must be expelled from the Company before that member is required to resign.

1. 6. 6. The directors can require a member to resign in the following circumstances:

- where the member fails to pay their annual subscription fee 60 (sixty) days after it falls due;

- where the member refuses to adhere to the Rules of the Company.

(7). Liability of members

1. 7. 1. Liability of members is limited.

1. 7. 2. Every member of the undertakes to contribute to the assets of ________.

1. 7. 3. In the event ________ is wound up during an individual's membership in ________, that member is liable for:

- the payment of debts or liabilities accumulated by ________ during their membership;

- the costs, charges or expenses of winding up;

- the adjustment of rights of contributories among themselves.

1. 7. 4. Such amount as may be required from members shall not exceed ________ (________). Members shall not be liable for any amount in excess of ________ (________) in the event ________ is wound up.

8. Rights of members:

1. 8. 1. Members are entitled to an equal vote at Annual General Meetings and Extraordinary General Meetings.

1. 8. 2. Members are entitled to stand for election for any office in the Company, provided eligibility requirements are satisfied.

(2) GENERAL MEETINGS

1. Overview:

2. 1. 1. All general meetings may be held in Ireland or outside of the state, at two or more locations contemporaneously where the technology exists to enable members to access the meeting remotely, with a view to facilitating the participation of as many members as possible in general meetings.

2. 1. 2. The Annual General Meeting (AGM) refers to an annual gathering of all of ________ members and interested stakeholders.

2. 1. 3. All general meetings of the Company, other than annual general meetings, shall be known, and in the Act are referred to as "Extraordinary General Meetings" (EGM).

2. Annual General Meetings:

2. 2. 1. ________ shall hold at least one general meeting as its Annual General Meeting (AGM) per calendar year.

2. 2. 2. No longer than ________ (________) months shall pass between one AGM and the next.

3. Extraordinary General Meetings:

2. 3. 1. The Board of Directors may convene an Extraordinary General Meeting (EGM). The Board of Directors must convene an EGM whereupon 25% (twenty five) of its members entitled to vote at a general meeting request an EGM.

4. Notice of general meetings:

2. 4. 1. Notice of general meetings of ________ shall be delivered to:

- every registered member;

- the statutory auditors, unless the Company availed itself of the audit exemption under Section 360 or Section 365 of the Act;

- the secretary;

- the directors.

2. 4. 2. Notice of the general meetings of ________ shall be delivered by means of any of the following methods:

- by electronic means in accordance with Section 218 of the Act;

- by sending a written notice via registered post to the address associated with that member;

- by leaving the notice at that member's address;

- by hand delivering it to the member.

2. 4. 3. Any notice shall be deemed to be served:

- where the notice is sent by registered post, at the time of delivery (or, if delivery is refused, when tendered);

- where notice is left at an address, at the time that it is left;

- where notice (to an address in the State) on any day other than a Friday, Saturday or Sunday, 24 hours after dispatch and in the case of its being posted (to such an address):

on a Friday - 72 hours after dispatch; or

on a Saturday or Sunday - 48 hours after dispatch;

- where delivered electronically (by email), 12 (twelve) hours after it is sent, but this Regulation is without prejudice to Section 181(3) of the Act.

2. 4. 4. Pursuant to Section 181 and 191 of the Act, notice of the general meeting shall be furnished:

- at least 21 (twenty one) days in advance of the scheduled date for the AGM;

- at least 21 (twenty one) days in advance of an EGM for the passing of a special resolution;

- at least 14 (fourteen) days for the passing of an ordinary resolution.

2. 4. 5. Notwithstanding these timeframes for the delivery of notice, a general meeting shall be deemed to be duly called where the date and time for a meeting have been agreed to by:

- all members entitled to attend and vote at the meeting;

- the statutory auditors (where the company has not availed of the audit exemption under Section 360 or 365 of the Act);

- the secretary;

- the directors.

2. 4. 6. The notice of the meeting shall contain the following information:

- the time and date of the meeting;

- the venue and location at which the meeting is being held, or if being held remotely via videoconferencing system, the relevant access information;

- the agenda for the meeting, outlining general nature of the business to be conducted at that meeting;

- in the event that a special resolution is proposed, in the case of a proposed special resolution, the text or substance of that proposed special resolution;

- a member entitled to attend and vote is entitled to appoint a proxy using the form set out in Section 184 of the Act

- the appointed proxy is not required to be a member.

2. 4. 7. 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.

2. 4. 8. The inadvertent failure to give notice to a member entitled to vote or another individual to whom notice is owed, OR the non receipt of such notice, does not in and of itself invalidate the AGM's proceedings.

5. Quorom:

2. 5. 1. The minimum number of members that must be present at a general meeting for the business of the meeting to be conducted is 30 % (thirty) of total members currently registered, 'the quorom'. The quorom can be filled by individuals acting as proxy for members.

2. 5. 2. No business can be conducted at any general meeting unless the quorom of members is present at the time at which the meeting proceeds to business.

2. 5. 3. If within 45 (forty five) minutes after the scheduled time for the conduct of business, the quorom is not present, the general meeting must be adjourned to another time and date to be determined by the Board of Directors.

2. 5. 4. If at the adjourned meeting, 45 (forty five) minutes after the scheduled time for the conduct of business, the quorom is not present, the number of members present will be deemed the quorom.

(3). PROXIES

3. 1. A member entitled to attend and vote at a general meeting is entitled to appoint a proxy to attend the meeting and vote on their behalf.

3. 2. A proxy appointed by a member is acquires the same rights as that member and is thus entitled to speak at meetings, vote by a raising of hands or written submission.

3. 3. In order for a member to appoint an individual as their proxy, they must fill out, in their own hand OR affix their signature, a 'proxy instrument' and serve it to ________

3. 4. The proxy instrument can be served on ________ by:

- sending it by registered post to the offices of ________ with sufficient time to allow the receipt of the proxy instrument at least 48 hours in advance of the time the general meeting is scheduled to commence;

- sending it electronically at least 48 hours in advance of the time the general meeting is scheduled to commence;

- hand delivering it to the offices of ________.

3. 5. Pursuant to Section 184 of the Act, the proxy instrument must contain the following information:

- the name of the member, and if applicable their member number;

- the name of the individual they appoint as their proxy;

- the date(s) of the general meetings for which the named individual will act as proxy;

- identify whether the member intends the proxy to either, vote in favour of, against or abstain from voting in respect of each proposed resolution as indicated in the notice for the general meeting;

- signature of the member;

- date on which the proxy instrument was executed.

The proxy instrument must include a statement as follows:

"I (name of member) appoint (name of proxy) as my to attend, speak and vote on my behalf at the general meeting of the Company to be held on the (relevant date) and at any adjournment of the meeting.

The proxy should furnish my vote as follows:

Resolution 1: Abstain/Vote in Favour/Vote Against

Resolution 2: Abstain/Vote in Favour/Vote Against"

(4). 28885585825 82 2585882 25555825:

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- 5 528828 22 ________'8 825252252 282528858 8252222228;

- 252 522252 22 252 585282258;

- 252 252585525'8 522252;

- 252 828522552'8 522252;

- 528288 252 8222522 88 22282825 22 525 558 5858825 828282 22 252 55582 252222822 52525 5282822 858 25 5282822 852 22 252 882, 252 522252 22 252 825252252 55582258 22 25282 8252222228 525 2552 522252;

- 5 528828 22 85882288 525 5828882828 82 252 2582 2255;

- 252 28282822 525 52-28282822 22 585282258, 82 228288552;

- 5525258852822 22 5852828228 22 5225282 522522552822 22 825252252 55582258.

2. 2. ________. 525252252 55582258 552 22282825 22 82 52555 52 522 2222558 2222822 85885 2522 522225, 82 5282282 22 522 252225 2552 82282528 2522 58 825252252 55582258.

2. 2. ________. 552 2222558 22228228 85588 82 25288525 2825 82 252 85585225822 22 252 82555 22 885282258. 52 252 85585225822 88 222 82 5222255282 882582 88 (258522) 2825228 22 252 885255825 822222822222 22 252 2222558 2222822, 252 585282258 2582 28282 525 5222822 5 58528225 22 2528852 2825 2552 2222822.

2. Voting:

4. 2. 1. Resolutions raised at the general meetings shall be put to a vote and the outcome determined by a show of hands.

4. 2. 2. The chairperson shall count the number of members in favour and in opposition of a particular resolution, and declare if the resolution has passed unanimously or by majority or been rejected unanimously or by majority. The outcome of the vote shall be declared by the chairperson and recorded in the minutes of the meeting.

4. 2. 3. All members (and their proxies) have an equal vote.

4. 2. 4. All members (and their proxies) have one vote.

4. 2. 5. Any contest as to a member's entitlement to issue a vote must be raised at the meeting at which the vote is tendered.

3. Minutes of general meetings:

4. 3. 1. A record of proceedings (minutes) must be recorded electronically or by scribe of each general meeting.

4. 3. 2. Minutes must contain a record of the business conducted, the terms of the resolutions considered, and the results of any votes on resolutions.

4. 3. 3. The minutes should be reviewed by the Board of Directors and accepted as accurate. The chairperson having reviewed the minutes and with the assent of the Board of Directors must sign the minutes attesting their accuracy.

4. 3. 4. The minutes of every general meeting must be retained to serve as evidence of proceedings.

(5). RESOLUTIONS

5. 1. The Articles of Association can be amended by special resolution, whereby at least 75% (seventy five) of members eligible to vote, vote in favour of the resolution.

(6). DIRECTORS

1. Requirements for directors:

6. 1. 1. ________ shall have at least ________ (________) directors.

6. 1. 2. ________ shall have no more than ________ (________) directors.

6. 1. 3. ________ shall keep a register of its directors and secretaries and, if any, its assistant and deputy secretaries.

6. 1. 4. The register shall contain the following particulars relating to each director:

- his or her present forename and surname and any former forename and surname;

- his or her date of birth;

- his or her usual residential address;

- his or her nationality;

- his or her business occupation, if any;

and

- particulars of any other directorships of bodies corporate, whether incorporated in the State or elsewhere, held by him or her or which have been held by him or her.

2. Eligibility for directorship:

6. 2. 1. Every director must be at least 18 years of age.

6. 2. 2. Directors must be members of ________.

6. 2. 3. In order to be appointed as director, an individual need not be a member of ________, but once appointed as director automatically becomes a member.

3. Appointment of directors:

6. 3. 1. No director can be appointed without that director's consent.

6. 3. 2. The first directors of ________ are those named by the subscribers and signatories of this Constitution.

6. 3. 3. Subsequent directors shall be appointed by the members in a general meeting. Casual vacancies can be filled by the Board by co-option until the following AGM. The co-opted director can go forward for election at the AGM.

6. 3. 4. All directors must satisfy the eligibility conditions under Section 144(4) of the Act to be appointed director.

6. 3. 5. Any director may, where they deem it appropriate and where they have the approval of the majority of directors, appoint an alternate director in accordance with Section 165 of the Act.

4. Removal of directors:

6. 4. 1. If ________ determines it in the best interest of the Company to remove a director from office before the expiration of their term, this can be done by way of ordinary resolution.

6. 4. 2. If ________ determines it in the best interest of the Company to substitute a sitting director with another person before the expiration of their term, this can be done by way of ordinary resolution.

6. 4. 3. In the event, ________ decides by ordinary resolution to remove a director from office, or replace them with another individual, ________ must inform the director in question of their intention to move such a resolution.

6. 4. 4. Upon receipt of notice of the intended resolution, the director shall be entitled to be heard at the meeting at which the resolution is discussed and voted upon.

6. 4. 5. ________ shall gives its members notice of the intended resolution and notice of the meeting at which the intended resolution will be voted upon.

6. 4. 6. Notice to members shall be given at least 21 days prior to the scheduled meeting.

6. 4. 7. Notice shall be given via:

- advertisement in a daily newspaper circulating in the district in which the registered office of ________;

- emails of all members entitled to vote;

OR

- letter via registered post to all members entitled to vote.

6. 4. 8. The power to remove a director under Section 146 of the Act is without prejudice to any claim such director may have for damages for breach of any contract of service between him and the Company.

5. Vacation of Office of Director:

6. 5. 1. The office of director will be vacated where the director resigns, upon forwarding notice of resignation to the offices of ________. The director must provide ________ (________) days' notice of resignation.

6. 5. 2. The office of a director will be vacated where the health of the director is in such a poor state as to render them incapable of making competent decisions.

6. 5. 3. The office of a director will be vacated where that director is adjudicated bankrupt, or if bankrupt has not obtained a certificate of discharge in the relevant jurisdiction.

6. 5. 4. The office of a director will be vacated where that director has been sentenced to a term of imprisonment following conviction for an indictable offence.

6. 5. 5. The director becomes or is deemed to be subject to a disqualification order within the meaning of Chapter 4 of Part 14 of the Act.

6. 5. 6. The office of a director will be vacated where that director has been absent from their post and meetings of directors without the consent of the other directors for a period of more than 6 (six) months.

6. Election of directors:

6. 6. 1. Directors shall be elected at the Annual General Meeting of ________.

6. 6. 2. Directors may be re-elected each year, serving for a maximum of ________ (________) consecutive years.

6. 6. 3. At the Annual General Meeting in every subsequent year from the founding of this Company, one-third of the directors for the time being, or, if their number is not 3 (three) or a multiple of 3 (three), then the number nearest one-third shall retire from office.

6. 6. 4. The directors to retire in a given 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 among themselves) be determined by lot.

6. 6. 5. A retiring director shall be eligible for re-election.

6. 6. 6. If offering himself or herself for re-election, the director will be deemed to have been re-elected, unless—

- at such meeting it is expressly resolved not to fill such vacated office,

OR

- a resolution for the re-election of such director has been put to the meeting and lost.

(7). POWERS AND DUTIES OF DIRECTORS

1. Powers of directors:

7. 1. 1. The business of ________ shall be managed by its directors.

7. 1. 2. The directors shall be responsible for paying all expenses incurred by ________ in registering the Company, promoting its activities, conducting its business and otherwise pursuing its objects.

7. 1. 3. The directors are empowered to exercise all borrowing powers of ________ in order to acquire funds for the purposes of furthering ________'s objectives.

7. 1. 4. The directors are empowered to to mortgage or charge ________, its property or capital in the pursuit of the objectives of this organisation.

7. 1. 5. The directors are entitled to delegate any of their powers to such person, people or committees they see fit. In the exercise of delegated powers, any such person, people or committee must comply with the rules and instructions imposed thereon by the directors.

2. Limitations on directors' powers:

7. 2. 1. The powers of the directors are subject to the requirement, that they don't violate:

- any regulation contained in this constitution;

- any provision of the Companies Act;

- any directors given by the members through a resolution issued pursuant to a general meeting, provided that that resolution is consistent with this constitution and the requirements of law.

7. 2. 2. This latter point notwithstanding, no direction given in general meeting under Section 158 (1)(c) of the Act shall invalidate any prior act of the directors which would have been valid if that direction had not been given.

3. Director's duties:

7. 3. 1. All directors of ________ must undertake to act in good faith and pursue the best interests of ________.

7. 3. 2. All directors shall act honestly and responsibly in conducting the business of ________.

7. 3. 3. All directors shall act in act in accordance with this Constitutions, the Law of Ireland and exercise their directorial powers only for the purposes permitted by law.

7. 3. 4. Directors are precluded from using any property owned or licensed by ________ for their own purposes or benefit or for the benefit or purpose of a third party, unless such use has been approved by resolution at a general meeting.

7. 3. 5. Directors are precluded from using any information or opportunities they acquire or have access to in the performance of their directorial duties for their own purposes, or for the benefit of a third party, unless approved by resolution at a general meeting.

4. Remuneration of directors:

7. 4. 1. Directors will not be remunerated for the performance of their directorial duties or for any services performed on any Committee of Directors to which directorial duties have been delegated.

7. 4. 2. Directors may be remunerated for other (professional) services rendered to the Company (outside of their directorial duties), provided the conditions of Section 89 of the Charities Act 2009 are satisfied.

7. 4. 3. Directors may be reimbursed for expenses incurred as a result of the performance of their directorial duties including attending meetings of directors, committee meetings, representing ________ with third parties, or other activities conducted in connection with the business of ________.The directors must however take all reasonable measures to keep costs to a minimum.

7. 4. 4. No director is entitled to use Company property for their own benefit, with the limited exception that a director may make limited use of Company property when such use is for the exclusive purpose of performing directorial duties and such use is sanctioned by the Board.

5. Directors' proceedings:

7. 5. 1. The directors of the Company shall meet together for the dispatch of business of the Company. The directors may adjourn and otherwise organise their meetings as they see fit.

7. 5. 2. Issues arising at any meeting of directors shall be decided by a majority of votes. If there is an equal number of votes in favour of and in opposition to a resolution, the chairperson shall have a second or casting vote.

7. 5. 3. Any director is entitled to summon a meeting of the directors, giving reasonable notice of any such meeting to all other directors and the company secretary.

7. 5. 4. The dispatch of business in a meeting of directors can only occur where there is a quorum of directors present. The quorum for directors is ________ (________).

7. 5. 5. The directors shall elect a chairperson of their meetings.

7. 5. 6. The chairperson shall hold office for a maximum period of 24 (twenty four) months.

7. 5. 7. The directors are entitled to establish committees compromising members of the organisation and directors and any other persons the directors see fit.

7. 5. 8. Committees may be formed the following purposes:

- the investigation of disciplinary matters;

- the investigation of disputes between members;

- acceptance of new members into the organisation.

7. 5. 9. Meetings of directors or of committees established by directors can occur in person or where technology permits, remotely/electronically.

7. 5. 10. Directors and committee members participating remotely shall be deemed to be present in person. They will form part of the quorum and they will be fully entitled to vote on any measure or resolution arising.

7. 5. 11. Pursuant to Section 231 of the Act should any director of the Company have an interest in a contract being proposed by the Company, it is their responsibility to declare their interest at the meeting of directors at which the contract is proposed.

7. 5. 12. A director who has declared their interest in a proposed contract is entitled to tender a vote in respect of that contract and they will be counted in the quorum.

6. Minutes of directors' proceedings:

7. 6. 1. The minutes of all meetings of directors must contain the following information:

- the names of directors present at the meeting of directors;

- the names of directors present at the meeting of committees established by directors;

- any appointments by directors of officers;

- all resolutions made at meetings of directors and of committees of directors;

- a record of the business dispatched at meetings of directors.

7. 6. 2. The minutes of meetings must be entered into the books as soon as the meeting is concluded.

(8). COMPANY SECRETARY

8. 1. The Company shall have a secretary.

8. 2. The secretary may be one of the directors.

8. 3. The directors shall appoint the secretary.

8. 4. The secretary will be appointed for the following term: 24 (twenty four) months.

8. 5. The secretary will be remunerated, the precise consideration the secretary will receive is to be determined by the directors.

8. 6. It is the responsibility of the directors to ensure the secretary has the requisite skills, qualifications, capacity and resources to discharge their statutory duties and properly exercise the functions of the office.

8. 7. The directors can remove the secretary if they determine that the secretary is no longer fit for the role for which they were appointed.

8. 8. The grounds on which the directors can move to remove the secretary are as follows:

________

8. 9. The Company shall keep a register of its directors and secretaries, including in the register the information specified in Section 149 of the Act.

(9) ACCOUNTS AND FINANCIAL STATEMENTS

1. Basic Requirements for Accounting Records:

9. 1. 1. Pursuant to the Act, Section 282 of the Act, adequate accounting records are those that are sufficient to:

- correctly record and explain the transactions of the Company,

- enable, at any time, the assets, liabilities, financial position and profit or loss of the Company to be determined with reasonable accuracy,

- enable the directors to ensure that any financial statements of the Company, required to be prepared under Section 290 or 293 of the Act, and any directors' report required to be prepared under Section 325, comply with the requirements of this Act and, where applicable, Article 4 of the IAS Regulation, and

- enable those financial statements of the Company so prepared to be audited.

9. 1. 2. The Company shall record in their accounts and financial statements the following information:

- entries from day to day of all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place,

- the assets and liabilities of the Company,

(a) all transactions whereby goods are purchased and whereby goods are sold, showing the goods and the sellers and buyers (except buyers of goods in ordinary retail trade) in sufficient detail to enable the goods and the sellers and buyers to be identified and a record of all the invoices relating to such purchases and sales;

(b) statements of stock held by the Company at the end of each financial year and all records of stocktakings from which any such statement of stock has been, or is to be, prepared;

(c) all transactions whereby services are provided and whereby services are purchased, to whom they were provided or from whom they were purchased (unless provided or purchased by way of ordinary retail trade) and of all the invoices relating thereto.

9. 1. 3. The accounting records shall be kept on a continuous and consistent basis. Entries into the accounts shall be made frequently, at regularly intervals.

9. 1. 4. ________ shall make entries into the accounts at least every month.

9. 1. 5. Measures shall be taken to prevent falsification of accounts and a system introduced whereby falsification of accounts can be readily identified if it occurs.

9. 1. 6. ________ shall keep its accounting records at its registered office at:

________

2. Information to be included in financial statements and accounts:

9. 2. 1. All accounting records must disclose with reasonable accuracy:

- the assets of the Company;

- the liabilities of the Company;

- the financial position and profit or loss of the Company at intervals not exceeding 6 (six) months.

9. 2. 2. The accounts must facilitate the preparation of the Company's statutory financial statements in accordance with this Part (and, where applicable, Article 4 of the IAS Regulation) the company's statutory financial statements required by Section 290 or 293 and the directors' report required by Cection 325 of the Act.

3. Circulation of financial statements:

9. 3. 1. For the purposes of Section 338(5) of the Act, the Company's members agree that the accounts and financial statements may be treated as having been sent to the members where the member can access the documents through a website and that notice of the matters set out in Section 338(5)(c) of the Act may be sent to the member in accordance with Section 218 of the Act.

9. 3. 2. ________ shall make its accounting records available in an official language of the State at all reasonable times for inspection without charge by the officers of the Company and by other persons entitled pursuant to this Act to inspect the accounting records of the Company.

9. 3. 3. The directors of the Company 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 of the Company.

4. Audit of financial statements:

9. 4. 1. Statutory auditors shall be appointed by the Company. The duties of statutory auditors will be governed by Part 6 of the Act.

9. 4. 2. The directors of the Company shall arrange for the statutory financial statements of the Company for a financial year to be audited by statutory auditors unless the Company is entitled to, and chooses to avail itself of, the audit exemption.

(10). INDEMNITY

10. 1. Every officer of the Company is entitled to be indemnified out of the assets of the Company against all losses or liabilities which they may incur in the performance of their office.

10. 2. Indemnification includes but is not limiting to the costs they may incur defending any civil or criminal proceeding referred to in or under Sections 233 or 234 of the Act, in which relief is granted to him or her by the court.

Subscribers to this Constitution:

We, the persons whose names and addresses are listed here, assert out wish to form a company pursuant to this Constitution.

Names of subscribers:

________