COMPANIES ACTS, 1963 TO 2012 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF IRISH HOCKEY LIMITED

Transcription

1 COMPANIES ACTS, 1963 TO 2012 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF IRISH HOCKEY LIMITED INTERPRETATION 1. The regulations contained in or incorporated in Table C in the First Schedule to the Companies Acts 1963 shall not apply to the Company and shall be replaced with the Regulations hereinafter contained. the Act means the Companies Acts, 1963 to 2012; the Irish Hockey Association or the Association means the Company, Irish Hockey Limited. the Board refers to the Board of Directors of the Company the Chairman means the Chairman of the Board of Directors of the Company the Treasurer means the person elected to fulfil this role within the Company the directors means the members of the Board of Directors of the Company, or the directors present at a meeting of the Board of Directors and includes any person occupying the position of director by whatever name called; "Ireland" means the Republic of Ireland and Northern Ireland the President means the President of the Irish Hockey Association as elected by the members the Vice President means the Vice President of the Irish Hockey Association as elected by the members Provincial Branch means the Connacht Branch, the Leinster Hockey Association Limited, the Munster Branch Irish Hockey Association and the Ulster Hockey Union. the Secretary means any person appointed to perform the duties of the Secretary of the Company; the Seal means the Common Seal of the Company; 1

2 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. 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 at which these Articles become binding on the Company. Words in the singular include the plural and vice versa and words in one gender include any other gender. MEMBERS 1. For the purpose of registration the number of the members of the Company is declared unlimited. 2. (a) Membership of the Association shall be open to all clubs situated in Ireland wishing to participate in the game of hockey. For the purposes of membership all provincial branches as recognised by the Board shall be deemed to be full and separate members. Any such Member shall be bound by the Articles and Memorandum of Incorporation of the Association. (b) Membership shall be by affiliation through the appropriate provincial branch. For the purposes of membership, the Irish Hockey Umpires Association, second level education committee and third level education association(s) each will be deemed to be a full member. (c) Each Member shall forward to the CEO by 30th June each year, the name, postal address, address and telephone number of its Honorary Secretary to whom all correspondence shall be sent and similar details of other positions as deemed necessary from time to time by the Board. (d) The Association hereby authorises four (4) distinct membership areas in Connacht, Leinster, Munster and Ulster each of whose membership may not be less than five (5) clubs. Where membership falls below this number the remaining clubs may each affiliate to an adjoining province as may be convenient to the clubs concerned. 3. Subject to the provisions of Section 27 of the Companies Act 1963, the rights and liabilities attaching to any Member of the Company may be varied from time to time by a Special Resolution of the Company. 4. Membership of the company shall cease: a) On the dissolution of a club or a provincial branch or association or committee; b) If the Member resigns by notice in writing to the Secretary at the registered office. 2

3 5. Any person, legal or otherwise who shall pay such an associate membership fee to the Company as is prescribed by the Board of Directors, is entitled to become an Associate Member of the Company. 6. Associate Members shall be given such rights and privileges as may be determined by the directors. For the avoidance of doubt Associate Members are not members of the Company and shall not be entitled to be entered into the register of members, save where they become members of the Company in accordance with Article 2. GENERAL MEETINGS 7. All general meetings of the Company shall be held on the island of Ireland. 8. The company shall hold a general meeting in every calendar year as its AGM 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 AGM except the first shall be held not more than fifteen months after the holding of the last preceding AGM and that so long as the Company holds its first AGM within eighteen months of the date of incorporation, it need not hold it in the year of its incorporation. 9. All general meetings other than AGM shall be called Extraordinary General Meetings. 10. The Directors may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened by such requisitionists as provided by section 132 of the Act. If at any time there are not within Ireland sufficient Directors capable of acting to form a quorum, any Director 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. NOTICE OF GENERAL MEETINGS 11. Subject to sections 133 and 141 of the Act, an AGM and a meeting called for the passing of a special resolution shall be called by twenty one (21) days' notice at the least, and a meeting of the Company (other than an AGM or a meeting for the passing of a special resolution) shall be called by fourteen (14) days' notice at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business, and shall be given in the manner herein mentioned, to such persons as are, under the Articles of the Company, entitled to receive such notices from the Company; but, with the consent of the Auditors and of all the Members having the right to vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than AGM or meeting to pass a special resolution, a meeting may be convened by such notice as those Members may think fit. 3

4 12. 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 that meeting. PROCEEDINGS AT GENERAL MEETINGS 13. All business shall be deemed to be special that is transacted at an Extraordinary General Meeting and all business that is transacted at an AGM shall also be deemed to be special, with the exception of the consideration of the Income and Expenditure Account and Balance Sheet, the Reports of the Directors and the Auditors, the election of the Directors and the appointment of, and the fixing of the remuneration of, the Auditors. 14. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided twenty five (25) members personally present shall constitute a quorum. 15. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum. 16. The Chairman of the Board of Directors shall preside as Chairman at every general meeting of the Company, or if he is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting. 17. If at any meeting no Director is willing to act as Chairman or if no director is present within 15 minutes after the time appointed for holding the meeting, the representatives of full Members present shall choose one of their number to be Chairman of the meeting. 18. The Chairman 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, but 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. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 4

5 19. At all meetings voting shall normally be by a show of hands but any suitable method may with the consent of the meeting, by a simple majority, be adopted. Each person entitled to vote will be issued with a voting card at the commencement of the meeting or on arrival after the start of the meeting having signed the attendance record. Only holders of a voting card may vote by whichever means of voting is determined by the meeting. A declaration by the Chairman that a resolution has 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 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. 20. Subject to section 141 of the Act, a resolution in writing signed by all the Members for the time being entitled to attend and vote on such resolution at a general meeting shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the 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. VOTES OF MEMBERS DIRECTORS 21. Every Member shall be entitled to one vote. 22. No Member other than a member duly registered, shall be entitled to vote on any question, at any general meeting. 23. 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 Chairman of the meeting whose decision shall be final and conclusive. 24. In the case of equality of votes the Chairman shall have a further or casting vote in addition to the vote to which he is entitled as a Member of the Company. 25. There shall be a maximum of twelve (12) Directors and a minimum of eight (8) Directors. 26. The first Directors shall be appointed by the subscribers to the Memorandum of Association and they shall hold office until the first AGM of the Company at which they shall retire but shall be eligible for re-election. 27. Of those appointed and elected, one shall be elected as Chairman and one as Treasurer. 5

6 28. 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 48. 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 in connection with the business of the Company. 29. The Directors may from time to time make, vary and repeal Bye Laws for the regulation of the affairs of the Company and the conduct of its officers, servants and members, and such Bye Laws may prescribe the subscription to be paid by members and Associate Members and the privileges to be enjoyed by any member, provided that no Bye Law shall be made which is inconsistent with the provisions of the Act or the Memorandum and Articles of Association for the time being of the Company or which would amount to such an addition to or alteration of these Articles as could legally only be made by special resolution passed and confirmed in accordance with the Act. 30. The Directors may from time to time and at any time by power of attorney, appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors to be the attorney or attorneys of the Company for such purposes and with powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 31. 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. 32. The Directors shall cause proper minutes to be kept of all appointments of staff made by the Directors and of the proceedings of all meetings of the Company and of the directors and of Committees of the Directors and all business transacted at such meetings, and any such minutes of any meetings, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting shall be sufficient evidence without further proof of the facts therein stated. 33. Directors may not appoint any person as their alternate or their proxy to attend or vote at Directors meetings in their place. 6

7 BORROWING POWERS 34. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party. DISQUALIFICATION OF DIRECTORS 35. The office of Director shall be vacated if: a) The Director holds any office or place of profit under the Company; or b) the Director is adjudged bankrupt in the Republic of Ireland or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or c) the Director becomes prohibited from being a director by reason of any order made under section 184 of the Act; or d) the Director becomes of unsound mind; or e) the Director resigns his office by notice in writing to the Company; or f) the Director fails to attend 3 consecutive meetings or 60% of meetings in a year unless the Directors determine otherwise; or g) the Director is convicted of an indictable offence; or h) the Director is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in the manner required by section 194 of the Act or Article 36. CONFLICT OF INTEREST 36. It shall be the duty of a Director who is directly or indirectly interested in a contract or proposed contract with the Company to declare the nature of his interest at a meeting of the directors of the Company. The Director concerned must make the declaration required by this Article at the meeting of the directors at which the question of entering into the contract is first taken into consideration, or if the Director was not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he became so interested, and in a case where the Director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of the directors held after the director becomes so interested. A general notice given to the directors of the Company by a Director to the effect that he is a member of a specified company or firm and is to be regarded as interested in any contract which may, after the date of the notice, be made with that Company or firm, shall be deemed to be a sufficient declaration of interest in relation to any contract so made. The Director so concerned must: a) Withdraw from the meeting for that item unless expressly invited to remain in order to provide information; b) Not be counted in the quorum for that part of the meeting; and c) Withdraw during the vote and have no vote on the matter nor seek to influence the vote of any other directors in the matter. 7

8 37. A copy of every declaration made and notice given pursuant to Article 36, shall within three (3) days after the making or giving thereof, be entered in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, secretary, auditor or Member of the Company at the registered office of the Company and shall be produced at every general meeting of the Company, and at any meeting of the directors if any Director so requests in sufficient time to enable the book to be available at the meeting. 38. It shall be the duty of a Director who is directly associated with a club or provincial branch that has a particular interest in a matter to be considered by the Directors to declare the nature of the interest at the first meeting of the Directors at which the matter is first taken into consideration. The director so concerned must, unless the directors otherwise determine: a) Withdraw from the meeting for that item unless expressly invited to remain in order to provide information; b) Not be counted in the quorum for that part of the meeting; and c) Withdraw during the vote and have no vote on the matter nor seek to influence the vote of any other Directors in the matter. PROCEEDINGS OF DIRECTORS 39. At the first board meeting following the AGM a Chairman and Treasurer shall be determined from among the board members. The Chairman shall be elected for two (2) years and may stand for re-election for a further two (2) year period. The Treasurer shall be elected for three (3) years and may stand for re-election for a further three (3) year period Such persons may stand for election again provided that at least two years have elapsed from the end of their second election period. 40. All other Directors shall be elected annually and may be elected for a maximum of three (3) years. A Director may stand for election again provided that at least two (2) years have elapsed from the end of the three (3) year period. 41. The Company may from time to time by ordinary resolution increase or reduce the number of directors within the parameters set out in Article The Company may by ordinary resolution of which extended notice has been given in accordance with section 142 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. 8

9 43. The Company may by ordinary resolution appoint another person in place of a Director removed from office under Article 42. Without prejudice to the powers of the Directors under Article 48, a person appointed in place of a Director so removed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director. 44. The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, save that they shall hold at least six meetings each year. Proposals arising at any meeting shall be decided by a majority of votes. In case of equality of votes the Chairman shall have a second or casting vote. Two (2) Directors may, and the Secretary shall, on the requisition of two Directors, summon a meeting of the Directors 45. The quorum necessary for the transaction of the business of the Directors shall be 50% of the current members plus one (1). 46. 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 articles of the Company 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. 47. If at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. 48. The Directors may delegate any of its powers to committees consisting of such member or members of the 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 imposed on it by the Directors. The meetings and proceedings of any such committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Directors so far as applicable and so far as the same shall not be superseded by any regulations made by the Directors. 49. The Directors shall appoint a chairman of each committee. If at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. 50. A committee may meet and adjourn as it thinks proper. Proposals arising at any meeting shall be determined by a majority of votes of the members present, and when there is an equality of votes, the chairman shall have a second or casting vote. 9

10 SECRETARY 51. 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. 52. A resolution in writing signed by all the Directors or any committee of the Directors who are entitled to receive notice of a meeting of the Directors or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Directors or of such committee duly convened and constituted. 53. The Directors may at any time appoint any person to the Board of Directors but only to fill a casual vacancy and provided that the prescribed maximum is not thereby exceeded. Any director so appointed shall retain his office only until the next Annual General Meeting but shall be eligible for re-election. 54. The Secretary shall be appointed by the Directors for such term and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them. 55. 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. CHIEF EXECUTIVE OFFICER 56. A CEO may be appointed by the Directors for such term and at such remuneration and upon such conditions as they may think fit; and any CEO so appointed may be removed by them. The Directors shall put in place arrangements for the line management of the CEO and for the monitoring and appraisal of his performance. 57. The CEO shall not be a Director, but shall be entitled to attend all meetings of the Directors (except where his own remuneration or performance is being discussed) and shall act as principal adviser to the Directors. 10

11 PRESIDENT AND VICE PRESIDENT THE SEAL ACCOUNTS 58. At the AGM the Members shall elect a: a) President who shall hold office for two years only from the date of such meeting. Thereafter he will not be eligible for re-election during the period of two (2) years immediately following his Presidency. A simple majority of those present and voting at such AGM shall be required to elect or re-elect the President. The President is not a member of the Board; b) Vice President who shall hold office for two years only from the date of such meeting. Thereafter he will be eligible for election as President immediately following his Vice Presidency but will not be eligible to stand again as Vice President for a period of two (2) years. A simple majority of those present and voting at such AGM shall be required to elect or re-elect the Vice President. The Vice President is not a member of the Board. 59. 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 and shall be countersigned by the secretary or by a second Director or by some other person appointed by the Directors for the purpose. 60. The Directors shall cause proper books of account to be kept relating toa) All sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place; b) All sales and purchases of goods by the Company; and c) The assets and liabilities of the Company. 61. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions. 62. The books of account shall be kept at the office or, subject to section 147 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 Directors. 63. 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 accounts and books of the Company or any of them shall be open to the inspection of members not being Directors, and no member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or authorised by the directors or by the Company in general meeting. 11

12 64. The Directors shall from time to time in accordance with sections 148, 150, 157 and 158 of the Act cause to be prepared and to be laid before the Annual General Meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by those sections to be prepared and laid before the Annual General Meeting of the Company. 65. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Annual General Meeting of the Company, together with a copy of the Directors' report and auditors' report shall, not less than twenty one (21) days before the date of the Annual General Meeting, be sent to every person entitled under the provisions of the Act to receive them. 66. Annual audited accounts shall be made available to the Revenue Commissioners on request. AUDIT NOTICES 67. Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act. 68. A notice may be given by the Company to any Member either personally, or by sending it by post to him to his registered address, or by sending it by to the address provided by him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 72 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by , service of the notice shall be deemed to be effected by properly addressing and sending a message containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the message containing the same is sent and in any other case at the time at which the message would be delivered in the ordinary course of Notice of every general meeting shall be given in any manner hereinbefore authorised to: a) Every Member; and b) The auditor for the time being of the Company. 70. No other person shall be entitled to receive notices of general meetings. 12

13 GENERAL AMENDMENT 71. The Directors may determine disciplinary regulations, rules and the rules of such other competitions as are within the control of the Company. These shall be sent to each provincial branch and shall bind all officials and members of teams and squads selected by the Company, and all persons (including teams selected by other persons, clubs or provincial branches) engaged in matches or other events organised by or under the auspices of the Company. 72. The Company condemns the use of prohibited substances or methods, a practice generally known in sport as doping. The rules of the Company regarding doping are the Irish Anti- Doping Rules as adopted by the Irish Sports Council and, as amended from time to time. The rules contained in the said Irish Anti-Doping Rules shall have effect and be construed as the anti-doping rules governing Hockey in Ireland. These rules shall be binding on all persons who participate in Hockey played under the jurisdiction of the Company, or of the Provincial Branches and Clubs. 73. The Association is committed to the wellbeing of all its participants and adheres to the Code of Ethics and Good Practice for Children s Sport as laid out by the ISC and Sport NI. The Association endorses vetting and its legislative requirements which will be implemented in respect of the Bye-Laws. 74. The Association respects the rights, dignity and worth of every person and will treat everyone equally within the context of hockey, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status. 75. These articles may be altered only at a general meeting. Notice of any proposed alterations must be given by resolution of the Board of Directors or in writing to the secretary at least twenty-eight (28) days before the date of the meeting. 76. No addition, alteration or amendment shall be made to or in the provisions of these articles for the time being in force, unless the same shall have been previously approved in writing by the Revenue Commissioners. 13