The Companies Acts, 1963 to 2013
A limited Company, without Share Capital
Memorandum and Articles of Association
Na Comhluadair Bheo Teoranta
(A) Memorandum of Association
1. The Company
The name of the Company is Na Comhluadair Bheo Teo, also informally called The Living Communities (in English), Les Communautés Vivantes (in French) and Die lebendigen Gemeinschaften (in German).
The Registered Office of The Company shall be:
205 Bóthar Chuain Life,
Bailé Átha Cliath 3,
to which all communications, other than e-mail communications, shall be addressed. All books of account, records and the Company Seal shall be kept at the Registered Office or, subject to Section 147 of the Act, at such other place as the Directors shall think fit and shall at all reasonable times be open to inspection by the Directors.
2. The Principal Object
The Principal Object of the Company is to assist Minority Communities, and where feasible, to benefit society as a whole via social entrepreneurship.
Benefiting wider society means working to i) combat poverty, ii) protect the environment and iii) promote the values, including religious values, found in traditional knowledge, where this is studied by the Company. It shall, in addition to the powers conferred on it by law, have the powers set out in the Subsidiary Objects. These powers are subsidiary and ancillary to the Principal Object and shall be exercised in promoting the Principal Object. In particular, income generated by the exercise of these powers shall be applied to the promotion of the Principal Object.
3. The Subsidiary Objects
The Company shall have the following Subsidiary Objects:
a) Focus on Minority Communities
1. to provide educational information on their respective traditions (including religious and wider cultural traditions) to Minority Communities, to facilitate where possible, business formation in which they and the Company might wish to engage;
2. to carry out research and other activities, including commercial activities, in support of the Principal Object and the Subsidiary Objects; and
3. to combat poverty by promoting economic independence in Minority Communities through the pursuit, however arranged, by the Company of business on its own account or in common with them and/or with others.
b) Focus on the Company
6. annually to provide updates on culture and business to the Members and Volunteers;
7. to pursue any venture which may, in the opinion of the Directors, be advantageously carried on by the Company in connection with or as ancillary to the pursuance of the Principal Object;
8. to establish and maintain links with international and national organizations having similar objects; and
9. to engage, in any manner deemed appropriate by the Company, in national and international debates on the environment and other topics in support of the Objects – Main and Subsidiary.
c) Focus on Means
10. to apply, petition for or promote any Act of the Oireachtas or other legislation, or the amendment of such, with a view to the promotion of the Principal Object;
11. to enter into any arrangements with any governments or governmental authorities, supreme, municipal, local or otherwise, or any regulatory bodies, which may seem conducive to achieving the Objects and to obtain from any such government or authority any worthwhile rights, privileges and concessions;
12. to enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any other venture or transaction capable of being conducted so as directly or indirectly to benefit the Company;
13. to procure and use such equipment, furniture, implements, machinery and conveniences as the Company may consider useful;
14. to acquire, hold, sell, manage, lease, mortgage, exchange or dispose of all or any part of the property of the Company, with a view to the promotion, protection or encouragement of the Objects and to vary investments;
15. to work with other bodies and individuals, directly or indirectly, in support of any Object of the Company; and
16. generally to advance, in any manner adopted, any other charitable objects, which may from time to time commend themselves to the Board and which are consistent with the Objects.
d) Focus on Finance
17. to exercise the powers of the Company to borrow money, to mortgage or charge its property and undertaking, 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;
18. all cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, to 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;
19. to invest in such ways as shall seem worthwhile to the Directors any moneys of the Company not immediately required for use in connection with the Principal Object and to place any such moneys on deposit with bankers and others; subject nevertheless as regards the making of investments to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
20. to acquire additional funding for pursuance of the Principal Object from individuals, private business, trade unions and others, not members of the Company, and to use same to advance the Principal Object; and
21. to do all or any of the above things in any part of the World as principal, contractor, trustee or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.
e) Provided that
22. the income and property of the Company be applied towards the promotion of the Principal Object, as set forth here: no portion of the income and property of the Company 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: no Director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company;
23. maintaining the principles set out, nothing shall prevent any payment in good faith by the Company for i) reasonable and proper remuneration to any Member or Officer of the Company (not being a Director or Member) for advice and assistance, and ii) interest at a rate not exceeding 5% per annum on money lent by Directors or other Members of the Company to the Company, reasonable and proper rent for premises demised and let by a Member of the Company (including any Director) to the Company as well as reasonable and proper out-of-pocket expenses incurred by a Director or other Member in connection with attendance to any matter affecting the Company.
Nothing contained in this Memorandum and Articles of Association shall be construed as including in the purposes for which the Company has been established any purposes which are not charitable and in accordance with law. A Glossary of Terms is provided in Appendix I.
(B) Articles of Association
1. The Subscribers
The number and the names of the first Directors shall be determined in writing by the Subscribers to this Memorandum and Articles of Association or a majority of them. The Company has at least seven and not more than twenty-seven Members, of whom at least four are Directors. These latter constitute the Board.
The Subscribers to the Memorandum and Articles of Association and such other persons as the Directors shall admit shall be the Members of the Company.
The liability of the Members is limited. Every Member undertakes to contribute to the assets of the Company, in the event of its being wound up while s/he is a Member, or within one year afterwards, for payment of the debts and liabilities of the Company, contracted before s/he ceases to be a Member, and 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 €1.
2. The Directors
1. The business of the Company shall be managed by the Directors.
2. the Directors shall cause minutes to be made in books provided for the purpose—
(a) of all appointments of Officers made by the Directors;
(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;
(c) of all resolutions and proceedings at all meetings of the Company, of the Directors and of Committees of Directors;
3. to procure the registration or incorporation of the Company in Ireland or under the laws of any place outside Ireland;
4. to arrange payment of all expenses of and incidental to the incorporation, establishment and running of the Company;
5. the Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit; questions which arise at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the Chairperson shall have a second or casting vote - a Director may, and the Secretary, on the requisition of a Director shall, at any time summon a meeting of the Directors;
6. the quorum necessary for the transaction of the business of the Directors may be fixed by them and, unless so fixed, shall be at least one-half of the total number of Directors;
7. Directors may elect the Chairperson of their meetings and determine the period for which s/he is to hold office but, if no Chairperson is elected, or if at any meeting the Chairperson is not present, within five minutes after the time appointed for holding the same, Directors present may choose one of their number to be a temporary Chairperson for that particular meeting;
8. Directors may delegate any of their powers to Committees consisting of such Member or Members of the Board as they think fit - any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon it by the Directors.
9. 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 the Chairperson of the meeting;
10. questions arising at any meeting shall be determined by a majority of votes of the Members present: when there is an equality of votes, the Chairperson shall have a second or casting vote;
11. a resolution in writing, signed by all Directors for the time being entitled to receive notice of a meeting of Directors, shall be as valid as if it had been passed at a meeting of Directors duly convened and held.
3. The Company shall have the following Rules:
1. Meetings of the Board shall be in Ireland or be virtual, using electronic means. Directors shall attend each meeting in person or be represented by a Proxy. Meetings will generally be held every two months. The Annual General Meeting (AGM) shall be in November. All General Meetings, other than AGMs, shall be called Extraordinary General Meetings. All meetings shall be minuted.
2. To pass an Ordinary Resolution in pursuit of their business, a simple majority of Directors on the Board, present in person or by proxy and entitled to vote, must vote in favour of the measure. Day-to-day decisions may, with due consultation, be taken by the Director responsible, for later confirmation by the Board.
3. A Special Resolution may be passed at an AGM or Extraordinary General Meeting (EGM) to propose a change in the Memorandum and Articles of Association. In order for a Special Resolution to be passed, a qualified majority of 75% or more of the Members, present in person or by proxy and entitled to vote, must vote in favour of the resolution.
4. No addition, alteration, or amendment shall be made to or in the provisions of the Memorandum and Articles of Association, for the time being in force unless, where charitable status is to be kept, the same shall have been previously submitted to and approved in writing by the Revenue Commissioners.
5. Directors may, whenever they think fit, convene an EGM.
6. All business transacted at an EGM shall be deemed special and also all that is transacted at an AGM, with the exception of consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors in place of those retiring, the re-appointment of retiring Auditors, and the fixing of their remuneration.
7. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business.
8. If within thirty minutes from the time appointed for the meeting, a quorum is not present, the meeting shall be dissolved to such other time and place as Directors may determine.
9. The Chairperson, if any, of the Board of Directors shall preside as the Chairperson at every General Meeting of the Company, or if there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, Directors present shall elect one of their number to be Chairperson of the meeting.
10. If at any meeting no Director is willing to act as Chairperson or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be the Chairperson.
11. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll (before or on the declaration of the result of the show of hands) is demanded—
(a) by the Chairperson; or
(b) by at least one-half of Members present in person or by proxy.
12. If a poll is duly demanded it shall be taken in such manner as the Chairperson directs and the result of the poll shall be deemed to be a Resolution of the meeting at which the poll was demanded.
13. Where there is an equality of votes, whether on a show of hands or on a poll, the Chairperson shall be entitled to a second or casting vote.
14. 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 so within the meaning of the Act.
4. Votes of The Members
1. Every Member shall have one vote. Votes may be given either personally or by proxy.
2. A Director may vote in respect of any contract (or any matter arising therefrom), provided that he declares any potential conflict of interest to the Members.
3. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney. A proxy need not be a member of the Company.
4. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit —
Na Comhluadair Bheo Teo.
I______________________of______________________________________, a member of the above-named company hereby appoint
______________________of_______________________________________, as my proxy to vote for me on my behalf at the Annual or Extraordinary (as the case may be) General Meeting of the Company to be held on the d/m/year and at any adjournment thereof.
5. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
5. Rotation of Directors
1. At the first AGM of the Company, all The Directors shall retire from office and at the AGM in every subsequent year at least one-third of Directors shall retire from office.
2. Directors to retire in every year shall be those with the longest tenure in office since the last election but, as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
3. A retiring Director shall be eligible for re-election after a delay of thirty days.
4. The Company, at the meeting at which a Director retires in the manner aforesaid, may fill the vacated office by electing a person thereto and, in default the retiring Director shall (after thirty days) - if offering to go for re-election - be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director has been put to the meeting and lost.
5. The Members may, from time to time, by Ordinary Resolution, increase or reduce the number of Directors for the betterment of the Company and may also determine in what rotation the increased or reduced number is to go out of office.
6. Directors shall have power at any time, and from time to time, to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total number of Directors shall not at any time exceed the number fixed in accordance with these Articles. Any Directors so appointed shall hold office, but only until the next AGM, and shall then be eligible for re-election and shall not be taken into account in determining Directors who are to retire by rotation at such meeting.
6. Disqualification of Directors
1. The office of Director shall be vacated if the Director —
(a) is adjudged by the Board to be bankrupt in the State or in Northern Ireland or in Great Britain or to have made any arrangement or composition with his/her creditors generally;
(b) becomes prohibited from being a Director by reason of any order made under Section 184 of the Act;
(d) is directly or indirectly interested in any contract or potential contract or business relationship with the Company and fails to declare the nature of his/her interest in manner required by Section 194 of the Act.
2. The Company has - by Ordinary Resolution of which extended notice has been given in accordance with Section 142 of the Act - prior approval from the Members to remove any Director before the expiration of his/her period of office, notwithstanding anything in these Articles or in any agreement between the Company and such Director. No such removed Director shall have any grounds to make a claim, of any type, against the Company.
3. The Company may, by Ordinary Resolution, appoint another person in place of a Director removed from office.
7. The Secretary, The Seal, The Treasurer, The Auditors
1. The Secretary shall be appointed by Directors for such term and under such conditions as they may think fit. The Secretary (who may be a Director) will perform the legal duties and obligations of a Secretary (and Director, if so required), which include:
- filing the Annual Return and Accounts with the Companies Registration Office;
- looking after all Secretarial matters of the Company eg miscellaneous changes in the details of Directors and of the Registered Office;
- maintaining and updating of the Statutory Registers; and
- recording minutes of meetings of the Company, including the AGM and Notice of same.
2. General Meetings: Notice. 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 days' notice in writing (or by e-mail), 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 days' notice in writing (or by e-mail), at the least.
3. 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 (if a virtual meeting is not planned), the day and the hour of meeting and, in the case of special business, the general nature of that business and shall be given to such persons as are, under the Articles of the Company, entitled to receive such Notices from the Company.
4. 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 notices shall not invalidate the proceedings at that meeting.
5. The Company may give a Notice to any Member either personally, by e-mail or by sending it by post to him/her to his/her registered address. 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.
6. Notice of a General Meeting shall be given in any authorised manner to —
(a) every Member;
(b) every person being a personal representative; and
(c) the Auditors for the time being with the Company.
No other person shall be entitled to receive Notices of General Meetings.
7. The Seal shall be used only by the authority of Directors or of a committee of Directors authorised by 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 Directors for the purpose.
8. The Treasurer is an appointment of the Board. The Treasurer need not be a Director.
9. The Treasurer is involved in:
- preparing Budgets - working with the Board and the Members, as relevant;
- overseeing financial transactions and the recording of same, ensuring controls are in place;
- overseeing expenditure, alerting the Board to any cash flow problems;
- presenting financial reports to the Board; and
- supporting the annual audit and the preparation of annual accounts.
10. Directors shall cause proper books of account to be kept relating to —
(a) 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.
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 affairs of the Company and to explain its transactions.
11. Directors shall, from time to time, determine whether and to what extent and at what times and places (if a virtual event is not to be held) and under what conditions or regulations the accounts and books of the Company or any of them shall be open to inspection by 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 as authorised by Directors or by the Company in General Meeting.
12. 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 AGM 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 AGM of the Company.
13. A copy of every balance sheet (including every document required by law to be annexed thereto), which is to be laid before the AGM of the Company, together with a copy of the report of Directors and that of the Auditors shall, not less than twenty-one days before the date of the AGM, be sent to every person entitled under the provisions of the Act to receive them.
14. The Auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the Act. Annual audited Income and Expenditure accounts shall be kept, to be made available to the Companies’ Office and, on request, to the Revenue Commissioners.
8. Winding up the Company.
1. If, upon winding up or dissolving the Company there remains, after the satisfaction of all its debts, any assets whatsoever, they shall not be paid to nor distributed amongst the Members.
2. Such assets shall be transferred to some other charitable institution(s), to further the achievement of the Objects of the Company. If the Board can make no unanimous decision on this, at or before the time of dissolution, the assets shall be transferred to other charitable institution(s), as agreed, or if no agreement is reached, to the Society of St Vincent de Paul.
9. Amendments to the Memorandum and Articles of Association
1. Amendments must receive prior approval from the Board and from the Revenue Commissioners, if charitable tax status arises. All reports and information on the Company must be given by the Members to the Board (and to the Revenue Commissioners, on request). The Board is obliged to uphold the good name of the Company by adhering to the Articles.
1. The Company takes out Directors’ and Officers’ Insurance.
2. Any Volunteer, Member or legal person anyhow defined who participates in activities by the Company, shall understand and accept the voluntary, basically intellectual basis of operation. The Company carries out research and investigation, to assemble information in various languages, elaborated and packaged, as appropriate, i) for promulgation or ii) for sale, subject to contractual arrangements.
3. Communication by and within the Company is normally through electronic means. It is accepted by those who contribute to the production of the products of the Company that no material elements of risk arises in this and that therefore no public liability insurance, or other insurance covering activities by the Members or other Volunteers is called for. When one Volunteer or Member visits or works with other people, in connection with the work of the Company, it shall be accepted to be in the nature of social activity. Volunteers are skilled and give of their abilities freely: they accept that the Company should take out no insurance in their regard.
4. The Officer(s) contracted by the Company shall work to procure timely assurances of performance by Ecotour Service Providers for Strategic Partners. These shall operate the Ecotour, described on the website www.gaeltacht.info. The Officer(s) shall carry out such other duties as are requested, by the Company, and liaise with the Company and with others, as requested by the Company, in timely fashion.
5. The Company takes out insurance in relation to operating its website for a Strategic Partner chosen by the Company. This operation includes i) maintaining the website correctly, ii) the collection of payments for the Ecotour, made by clients of the Strategic Partner, and iii) the disbursal of monies to a) Strategic Partners, b) Service Providers, engaged by Strategic Partners for the purposes of the Ecotour, c) Officer(s) hired by the Company and d) any other interests to which the Company owes payment. Strategic Partners and others, in any way whatsoever asssociated with the Company, accept that the Company has no other liabilities than those set out in this Memorandum and Articles of Association.
11. Assets and Liabilities of the Company and of the Members
1. The Company shall own intellectual property assembled for and in connection with the Ecotour Destinations. Researchers shall own their research work. The Chairperson, at the time of incorporation, owns the websites www.gaeltacht.info and www.gaeltacht.eu and also owns the Research Papers and Destination Briefing Material, which derive from his work.
2. The Company shall own all other properties acquired.
3. The liability of Members is limited under Law.
4. The Board of the Company undertake to contribute to the assets of the Company, in the event of its being wound up while s/he is a Member, or within one year afterwards, for payment of the debts and liability of the Company contracted before s/he ceases to be a Member, and 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 €1.
12. Register of Subscribers – Members of the Company
We, the several persons whose names are subscribed hereunder, wish to be formed into a company, in pursuance of this Memorandum and Articles of Association.
Names of Subscribers
1] Chairman: Dr. Liam SS Réamonn, 205 Br Chluain Life, BÁC 3
2] Secretary: Khalida Akhmetova), Mulrook West, Kilcolgan, Co Galway
3] Treasurer: Joe Cunnane, FCA AITI 3 Clanwilliam Terrace, Dublin 2
4] Law: Annick O'Brien, 10 rue de la vie de Châtelme, 01170 Crozet, France
5] Website: Brian Fitzgerald, Ard na Li, Trá Lí, Cop. Chiarraí
6] Website: Lionel Schaal, Asleigh, Knocknacarra Cross, Knocknacarra, Galway
Other Members of the Company
7] IT Technology: Paula Byrne, 195 Sancton Wood, Heuston Station
8] Marketing: Salah Mohammedi, 39 Br Reachlainn, Droim Conrach, BÁC 9
9] French Language: Camille Beaufils 20 rue Pierre Lefebvre 76160 Darnetal, France
10] Videos: Cormac Brown, 3 Ascaill Taobh a’ Chaisleáin, Rath Fearnáin, BÁC 15
11] Community Representative: Séamas Ó Murchú, Cill a’Ghallagáin, Ceathrú Thaidhg, Co Mhuigheo
12] Video: Declan Mills, 5 Elm Road, Riverbank, Annacotty
12] SMM: Diarmuid Fleming, Mayo Crettyard, Co. Carlow
13] SMM: Yasmina Hernandez, 18 Arbutus Place, Portobello, Dublin 8,
Registered Office: 205 Br Chluain Life , Droim Conrach, Baile Átha Cliath Auditor: Shahid Mahmood. 1B Olympia House, 61-63 Dame Street, Dublin 2
Witnessed by_________________ Date:________________
Appendix: Glossary of Terms
In this Memorandum and Articles:—
Annual General Meeting or AGM: A General Meeting of the company which is required to be held in each calendar year with no more than fifteen months elapsing between AGM’s. (The first AGM can be held within eighteen months of incorporation). All Members of the company are entitled to attend. The primary purpose behind the statutory obligation to hold an AGM is to provide an annual forum at which Directors can comply with their statutory duties.
Annual Return Date or ARD: The latest date to which an annual return must be made up. The annual return must be filed with the Companies Registration Office within twenty-eight days of the date to which it is made up.
Charitable Tax Exemption: A tax exemption available to some charitable organisations with a legal structure and Governing Instrument.
Companies Registration Office or CRO: The statutory authority for registering new companies and business names in the Republic of Ireland. The CRO also receives and registers post incorporation documents, enforces the filing obligations imposed on companies pursuant to the Companies Acts and makes some company information available to the public.
Co-opted Director: A Director appointed by the Board of Directors to bring specific expertise to the Board. According to Article 28 of the Articles of Association Co-opted Directors do not have any voting rights at Board meetings and must resign at the AGM held following their appointment.
Directors: ‘Directors’ means Directors for the time being of the Company or Directors present at a meeting of the Board of Directors and includes any person occupying the position of Director by whatever name called.
Extraordinary General Meeting or EGM: Any meeting of all the Members of the company, which is not an AGM is known as an Extraordinary General Meeting. Directors may call an EGM where they deem it necessary. In addition, Directors are obliged to convene an EGM in certain circumstances.
‘In writing’: This is a phrase which is, unless a contrary intention appears, to be construed as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form.
Member: A person, whether an individual, association or corporate body who has agreed to become a member of the company. The liability of the Members is limited to the amount of their guarantee to contribute to the company’s assets in a winding up. Members’ details are entered in the Register of Members and they have the right to attend and vote at General Meetings.
Memorandum and Articles of Association: Two primary documents comprising the Company’s constitution. The Memorandum of Association sets out the basic parameters of the company’s corporate existence. The Articles of Association set out the rules under which the company proposes to regulate its affairs.
Office of Director of Corporate Enforcement or ODCE: A dedicated company law enforcement office headed by the Director of Corporate Enforcement. The Director of Corporate Enforcement is an independent statutory officer with responsibility for the enforcement of company law.
Officer: Any person hired by the Company for the provision of labour.
Ordinary Resolution: Resolutions are the means used to effect decisions of the Members of a company in general meeting. To pass an ordinary resolution, a simple majority of the Members present in person or by proxy and entitled to vote must vote in favour of the resolution.
Proxy: A person nominated by a Member to attend a meeting and to exercise the Member’s vote on his/her behalf. A proxy does not have to be a Member of the company.
Quorum: The number of people required to be present before a meeting can conduct business.
Shadow Director: A person not formally appointed as a Director but, in accordance with whose directions or instructions, the Directors of a company are accustomed to act, unless the Directors are accustomed so to act by reason only that they do so on advice given to them in a professional capacity. A Shadow Director has many of the legal responsibilities of a Director.
Special Resolution: A resolution required for certain specified matters at an AGM or EGM e.g. to change the Memorandum or Articles of Association. In order for a Special Resolution to be passed a qualified majority of 75% of the Members present in person or by proxy and entitled to vote must vote in favour of the resolution.
Subscribers: The name given to the signatories to the Memorandum and Articles of Association. The Subscribers are the founding Members of the Company and will be the first names entered in the Register of Members. A minimum of seven subscribers is needed to form a company limited by guarantee not having a share capital.
The Act: ‘The Act’ means the Companies Act, 1963 (No. 33 of 1963).
The Office: ‘The Office’ means the Registered Office, for the time being, of the Company.
The Seal: ‘The Seal’ means the common seal of the company.
The Secretary: ‘The Secretary’ means any person appointed to perform the duties of the Secretary of the Company.
Virtual Meeting: A meeting held using electronic means, such as Skype, instant messaging etc.