Dundalk Football Club Supporters Trust

COMPANIES ACTS 2014

COMPANY LIMITED BY GUARANTEE 

WITHOUT HAVING A SHARE CAPITAL

CONSTITUTION

OF

DUNDALK FC SUPPORTERS TRUST COMPANY LIMITED BY GUARANTEE

1. The name of the Com­pa­ny is Dun­dalk FC Sup­port­ers Trust Com­pa­ny Lim­it­ed by Guar­an­tee.

• The com­pa­ny is a com­pa­ny lim­it­ed by guar­an­tee, reg­is­tered under Part 18 of the Com­pa­nies Act 2014.

• The main object for which the Com­pa­ny is estab­lished is to act inde­pen­dent­ly of, but whol­ly in sup­port of, Dun­dalk Town FC Lim­it­ed oth­er­wise com­mon­ly known as ‘Dun­dalk F.C’ (here­inafter referred to as ‘the Foot­ball Club’), or any oth­er suc­ces­sor com­pa­ny which holds or is apply­ing to hold a licence to com­pete in League of Ire­land Foot­ball. All activ­i­ty of the com­pa­ny is intend­ed to sup­port the con­tin­u­ance, growth and devel­op­ment of the Foot­ball Club in accor­dance with the wish­es of the mem­bers of The Com­pa­ny expressed through the means set out in this Con­sti­tu­tion and Arti­cles of Asso­ci­a­tion.

4.  The Com­pa­ny may pro­vide funds to the Foot­ball Club for the fol­low­ing pur­pos­es:

• main­tain and assist Dun­dalk Foot­ball Club, the Dun­dalk FC Acad­e­my, youth team struc­tures and com­mu­ni­ty based ini­tia­tives such as the fut­sal down syn­drome team or addi­tion­al needs teams.
• Ground devel­op­ment and improve­ments
• Cer­tain costs and expens­es as agreed between the Foot­ball Club and the Board of the Com­pa­ny

5 . The Com­pa­ny will not pro­vide funds to the Foot­ball Club to assist with or dis­charge his­tor­i­cal debts of the Foot­ball Club where such debts were in exis­tence pri­or to 30 Novem­ber 2024.

6 . Sub­ject to 5 above, any oth­er request from the Foot­ball Club to pro­vide emer­gency fund­ing may be con­sid­ered by the Board. How­ev­er any deci­sion regard­ing the grant­i­ng of such fund­ing will be sub­ject to the con­sent of mem­bers vot­ing at an emer­gency gen­er­al meet­ing con­vened for that pur­pose.

7.  In fur­ther­ance exclu­sive­ly of the above main objects the Com­pa­ny shall have the fol­low­ing pow­ers:

 (a) To car­ry on any busi­ness which may seem to the Com­pa­ny capa­ble of being con­ve­nient­ly car­ried on in con­nec­tion with the above main object or cal­cu­lat­ed direct­ly or indi­rect­ly to enhance the val­ue of or ren­der prof­itable any of the Company’s prop­er­ty, rights or inter­ests.

 (b) To make, draw, accept, endorse, issue, dis­count, and oth­er­wise deal with promis­so­ry notes, bills of exchange, cheques, let­ters of cred­it, cir­cu­lar notes and oth­er mer­can­tile instru­ments.

 © To acquire by pur­chase, exchange, lease, or oth­er­wise, either for an estate in fee sim­ple or for any less estate or inter­est, whether imme­di­ate­ly or rever­sion­ary, and whether vest­ed or con­tin­gent: any lands, ten­e­ments or hered­i­ta­ments of any tenure, whether sub­ject or not to any charges or encum­brances and to hold and farm and work or man­age or to sell, let, alien­ate, mort­gage, lease or charge land, house prop­er­ty,  shops, flats, maisonettes, rever­sions, inter­ests, annu­ities, life  poli­cies and any oth­er prop­er­ty real or per­son­al, mov­able or immov­able, either absolute­ly or con­di­tion­al­ly and either sub­ject to or not to any mort­gage, charge, ground rent or oth­er rents or  encum­brances and to pay for any lands, ten­e­ments, hered­i­ta­ments or assets acquired by the Com­pa­ny in cash or deben­tures or  oblig­a­tions of the Com­pa­ny, whether ful­ly paid or oth­er­wise, or in any oth­er man­ner.

(d) To guar­an­tee, sup­port or secure, whether by per­son­al covenant or by mort­gag­ing or charg­ing all or any part of the under­tak­ing, prop­er­ty and assets (present and future) of the Com­pa­ny, or all such meth­ods, the per­for­mance of the oblig­a­tions of and the repay­ment or pay­ment of the prin­ci­ple amounts and inter­est of any per­son, firm or Com­pa­ny or the div­i­dends or inter­est of any secu­ri­ties, includ­ing (with­out prej­u­dice to the gen­er­al­i­ty of the fore­go­ing) any com­pa­ny which is the Company’s hold­ing com­pa­ny or a sub­sidiary or asso­ci­at­ed com­pa­ny.

(e) To solic­it and pro­cure by any law­ful means and to accept and receive any dona­tion of prop­er­ty of any nature and any devise, lega­cy or annu­ity, sub­scrip­tion, gift, con­tri­bu­tion or fund, includ­ing by means of pay­roll giv­ing or oth­er sim­i­lar arrange­ments, and includ­ing (but so as not to restrict the gen­er­al­i­ty of the fore­go­ing) the hold­ing of lot­ter­ies in accor­dance with the law for the pur­pose of pro­mot­ing the Main Object, and to apply to such pur­pose the cap­i­tal as well as the income of any such lega­cy, dona­tion or fund.

(f) To pur­chase or oth­er­wise acquire and car­ry on the whole or any part of the busi­ness prop­er­ty, good­will and assets of any com­pa­ny car­ry­ing on or propos­ing to car­ry on any busi­ness which the Com­pa­ny is autho­rised to car­ry  on or which can be con­ve­nient­ly car­ried on in con­nec­tion with the same, or may seem cal­cu­lat­ed direct­ly or indi­rect­ly to ben­e­fit the com­pa­ny, or pos­sessed of  prop­er­ty suit­able for the pur­pos­es of the Com­pa­ny, and as part of the con­sid­er­a­tion for any of the acts or things afore­said or  prop­er­ty acquired to under­take all or any of the lia­bil­i­ties of such com­pa­ny or to acquire an inter­est there­in, amal­ga­mat­ed with or enter into any arrange­ment for shar­ing prof­its, or for co-oper­a­tion, or for lim­it­ing com­pe­ti­tion or for mutu­al assis­tance with any such com­pa­ny and to give, issue or accept cash or any shares, deben­tures or oth­er secu­ri­ties that may be agreed upon, and to hold and retain or sell, mort­gage and deal with any shares, deben­tures or secu­ri­ties so received.

(g) To pro­mote any com­pa­ny for the pur­pose of acquir­ing all or any of the prop­er­ty or lia­bil­i­ties of the Com­pa­ny, or if under­tak­ing any busi­ness or oper­a­tions which may appear like­ly to assist or ben­e­fit the Com­pa­ny or to enhance the val­ue of or ren­der more prof­itable any prop­er­ty, assets or busi­ness of the Com­pa­ny, or for any oth­er pur­pose which may see direct­ly or indi­rect­ly cal­cu­lat­ed to ben­e­fit the Com­pa­ny.

(h) To accu­mu­late cap­i­tal for any pur­pos­es of the Com­pa­ny, and to appro­pri­ate any of the Company’s assets to spe­cif­ic pur­pos­es, either con­di­tion­al­ly or uncon­di­tion­al­ly.

(i) To enter into any arrange­ments with any gov­ern­ment or author­i­ty,    supreme, munic­i­pal, local or oth­er­wise, or com­pa­ny that may  seem con­ducive to the Company’s main object(s), and to obtain from any such gov­ern­ment author­i­ty or com­pa­ny, any char­ters, con­tracts, decrees, rights, priv­i­leges and con­ces­sions and to car­ry out, exer­cise and com­ply with any such arrange­ments, char­ters, con­tracts, decrees, rights, priv­i­leges and con­ces­sions.

(j) To raise or bor­row mon­ey, and to secure the pay­ment of mon­ey by the issue of or upon deben­tures or deben­ture stock, per­pet­u­al, ter­minable or oth­er­wise, or bonds or oth­er oblig­a­tions, charged or  not charged upon, or by mort­gage, charge , hypoth­e­ca­tion, lien or  pledge of the whole or any part of the under­tak­ing, prop­er­ty, assets and rights of the Com­pa­ny, both present and future, and gen­er­al­ly in such oth­er man­ner and on such terms as may seem expe­di­ent, and to issue any of the Company’s secu­ri­ties, for such con­sid­er­a­tion and on such terms as may be thought fit, includ­ing   the pow­er to pay inter­est on any mon­ey so raised or bor­rowed:   and also by a sim­i­lar mort­gage, charge, hypoth­e­ca­tion, lien or   pledge, to secure and guar­an­tee the per­for­mance by the Com­pa­ny of any oblig­a­tion or lia­bil­i­ty it may under­take,  and to redeem or  pay off any such secu­ri­ties.

(k) To, cre­ate, main­tain, invest and deal with any reserve or sink­ing funds for redemp­tion of oblig­a­tions of the Com­pa­ny, or for depre­ci­a­tion of works or stock, or any oth­er pur­pose to advance the main object(s) of the Com­pa­ny.

(l) To pro­mote free­dom of con­tact and to resist, insure against,  coun­ter­act and dis­cour­age inter­fer­ence there­with to join any law­ful fed­er­a­tion, union, asso­ci­a­tion or par­ty and to con­tribute to the funds there­of, or do any oth­er law­ful act or thing with a view to pre­vent­ing or resist­ing direct­ly or indi­rect­ly any inter­rup­tion of or inter­fer­ence with the Com­pa­ny or any oth­er trade or busi­ness or pro­vid­ing or safe­guard­ing against the same, or resist­ing or oppos­ing any strike move­ment or organ­i­sa­tion which may be thought detri­men­tal to the inter­est of the Com­pa­ny or its employ­ees and to sub­scribe to any asso­ci­a­tion or fund for any such pur­pos­es.

(m) To pro­cure the Com­pa­ny to be reg­is­tered or recog­nised in any for­eign coun­try, colony, depen­den­cy or place.

(n) To pay all or any expens­es of, inci­den­tal to or incurred in con­nec­tion with the for­ma­tion and incor­po­ra­tion of the Com­pa­ny and the rais­ing if its loan cap­i­tal, or to con­tract with any per­son or com­pa­ny to pay the same, and to pay com­mis­sions to bro­kers and oth­ers for under­writ­ing, plac­ing, sell­ing or guar­an­tee­ing the sub­scrip­tion of any deben­tures or secu­ri­ties of the Com­pa­ny.

(o) To do all or any of the above things on any part of the world, and as prin­ci­pals, agents, con­trac­tors, trustees or oth­er­wise, and either by or through trustees, agents, sub-con­trac­tors or oth­er­wise and either alone in part­ner­ship or con­junc­tion with any per­son or com­pa­ny, and to con­tract for the car­ry­ing on of any oper­a­tion con­nect­ed with the Company’s main object by any per­son or com­pa­ny.

℗ To do all such oth­er things as may be deemed inci­den­tal or con­ducive to the attain­ment of the above main object.

And it is here­by declared that in the con­struc­tion of this Clause, the word “com­pa­ny”, except where used in ref­er­ence to this Com­pa­ny, shall be deemed to include any per­son or part­ner­ship or oth­er body of per­sons, whether incor­po­rat­ed or not incor­po­rat­ed and whether domi­ciled in Ire­land or else­where, and words denot­ing the sin­gu­lar num­ber only shall include the plur­al num­ber and vice ver­sa.

WINDING UP

8. If upon the wind­ing up or dis­so­lu­tion of the Com­pa­ny there remains after the sat­is­fac­tion of all its debts and lia­bil­i­ties, any prop­er­ty what­so­ev­er, then same shall be paid to or dis­trib­uted among the then exist­ing mem­bers of the Com­pa­ny pro ‑rata to the mem­ber­ship funds paid by each respec­tive mem­ber up to the date of wind­ing up.

INCOME AND PROPERTY

      9.  The income and prop­er­ty of the Com­pa­ny shall be applied sole­ly towards the pro­mo­tion if its main object as set forth in this Con­sti­tu­tion.  No por­tion of the Company’s income and prop­er­ty shall be paid or trans­ferred direct­ly or indi­rect­ly by way of div­i­dend, bonus or oth­er­wise how­so­ev­er by way of prof­it to mem­bers of the Com­pa­ny.  No Direc­tor shall be appoint­ed to any office of the Com­pa­ny paid by salary or fees, or receive any remu­ner­a­tion or oth­er ben­e­fit in mon­ey or money’s worth from the Com­pa­ny.  How­ev­er, noth­ing shall pre­vent any pay­ment in good faith by the com­pa­ny of:

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

•  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 any mem­ber of the com­pa­ny (includ­ing any Direc­tor) to the com­pa­ny;

• rea­son­able and prop­er out of pock­et expens­es incurred by any Direc­tor in con­nec­tion with atten­dance to any mat­ter affect­ing the Com­pa­ny; or

• fees, remu­ner­a­tion or oth­er ben­e­fit in money’s worth to any Com­pa­ny of which a Direc­tor may be a mem­ber hold­ing nor more than one hun­dredth part of the issued cap­i­tal of such Com­pa­ny.

ADDITIONS, ALTERATIONS OR AMENDMENTS

10.   No addi­tion, alter­ation or amend­ment shall be made to or in the pro­vi­sions of this Con­sti­tu­tion for the time being in force unless the same shall have been pre­vi­ous­ly approved in writ­ing by the Rev­enue Com­mis­sion­ers.

KEEPING ACCOUNTS

11.  Annu­al finan­cial state­ments shall be kept and made avail­able to the Rev­enue Com­mis­sion­ers on request.

    

12.                   12.   The lia­bil­i­ty of the mem­bers is lim­it­ed.

              13.   Every mem­ber of the Com­pa­ny under­takes to con­tribute to the assets of the Com­pa­ny in the event of its being wound up while he is a mem­ber or with­in one year after­wards, for pay­ment of debts and lia­bil­i­ties of the Com­pa­ny con­tract­ed before 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 One Euro.

                 ARTICLES OF ASSOCIATION

PRELIMINARY

14.     In this Con­sti­tu­tion:

(a)“The Act” means the Com­pa­nies Acts 2014 and any amend­ment, re-enact­ment or mod­i­fi­ca­tion there­of;

(b)“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 by what­ev­er name called;

©“The Sec­re­tary” means any per­son appoint­ed to per­form the duties of the Sec­re­tary of the Com­pa­ny;

  (d)       “The Seal” means the Com­mon Seal of the Com­pa­ny;

         (e) “The Office” means the reg­is­tered office for the time being of the Com­pa­ny.

MEMBERSHIP

15. The num­ber of mem­bers with which the Com­pa­ny pro­pos­es to be reg­is­tered is10, how­ev­er, from time to time this num­ber may increase.

16. The sub­scribers to the Con­sti­tu­tion and such oth­er per­sons as the Direc­tors shall admit to mem­ber­ship shall be mem­bers of the Com­pa­ny.

17. The rights and lia­bil­i­ties attach­ing to any Mem­bers of the Com­pa­ny may be var­ied from time to time by Spe­cial Res­o­lu­tion of the Com­pa­ny.

18. Mem­ber­ship of the com­pa­ny shall cease:

(a) on a Member’s death

(b) if the mem­ber resigned by notice in writ­ing to the Sec­re­tary at the Reg­is­tered Office

© if the Gov­ern­ing Body resolve that they have ceased to be a mem­ber and notice in writ­ing of such deci­sion is giv­en to them or sent to their last known address

GENERAL MEETINGS

19. All Gen­er­al Meet­ings of the Com­pa­ny shall be held in the State.

20.  (1) The Com­pa­ny shall in each year hold a Gen­er­al Meet­ing as its Annu­al Gen­er­al Meet­ing in addi­tion to any oth­er meet­ings in that year and shall spec­i­fy the Meet­ing as such in the Notices call­ing it; and not more than fif­teen months shall elapse between the date of one Annu­al Gen­er­al Meet­ing of the Com­pa­ny and that of the next.

(2)So long as the Com­pa­ny holds its First Annu­al Gen­er­al Meet­ing with­in eigh­teen months of its incor­po­ra­tion, it need not hold it in the year of its incor­po­ra­tion or in the fol­low­ing year.  The Annu­al Gen­er­al Meet­ing shall be held at such time and at such place in the State as the Direc­tors shall appoint.

21. All Gen­er­al Meet­ings oth­er than Annu­al Gen­er­al Meet­ings shall be called Extra­or­di­nary Gen­er­al Meet­ings.

22. The Direc­tors may, when­ev­er they think fit, con­vene an Extra­or­di­nary Gen­er­al Meet­ing and Extra­or­di­nary Gen­er­al Meet­ings shall also be con­vened as pro­vid­ed for in sec­tion 1203 of the Act.If at any time there are not with­in the State suf­fi­cient Direc­tors capa­ble of act­ing to form a quo­rum, any Direc­tor or any two mem­bers of the Com­pa­ny 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 MEETING

23. Sub­ject to the Com­pa­nies Act 2014 an Annu­al Gen­er­al Meet­ing and a Meet­ing called for the pass­ing of a Spe­cial Res­o­lu­tion shall be called by twen­ty-one days notice in writ­ing at the least, and a meet­ing of the Com­pa­ny (oth­er than the Annu­al Gen­er­al Meet­ing or a Meet­ing for the pass­ing of a Spe­cial Res­o­lu­tion) shall be called by four­teen days notice in writ­ing 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 the Meet­ing and, in the case of spe­cial busi­ness, the gen­er­al nature of that busi­ness shall be giv­en in man­ner here­inafter men­tioned to such per­sons as are, under the Con­sti­tu­tion of the Com­pa­ny enti­tled, to receive such Notices from the Com­pa­ny.

24. 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

25. All busi­ness shall be deemed spe­cial that is trans­act­ed at an Extra­or­di­nary Gen­er­al Meet­ing and also all that is trans­act­ed at the Annu­al Gen­er­al Meet­ing with the excep­tion of the 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 the retir­ing Audi­tors and the fix­ing of the remu­ner­a­tion of the Audi­tors if Audi­tors are required under com­pa­nies leg­is­la­tion.

26. 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; save as here­in oth­er­wise pro­vid­ed ten mem­bers shall be a quo­rum.

27. 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.

28. The Chair­man, if any, of the Board of Direc­tors, shall pre­side as 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, the Direc­tors present shall elect one of their num­ber to be Chair­per­son of the Meet­ing.

29. 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 Chair­per­son of the Meet­ing.

30. The Chair­per­son 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 then 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.

31. At any Gen­er­al Meet­ing a Res­o­lu­tion put to the vote of the Meet­ing shall be decid­ed upon a show of hands unless a poll is (before or on the dec­la­ra­tion of the result of the show of hands) demand­ed — (a) by the Chair­per­son; or (b) by at least three mem­bers present in per­son rep­re­sent­ing not less than one-tenth of the total vot­ing rights of all the mem­bers hav­ing the right to vote at the Meet­ing.  Unless a poll is so demand­ed a dec­la­ra­tion by the Chair­per­son that a Res­o­lu­tion has, on a show of hands, 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 that fact with­out proof of the num­ber of pro­por­tion of the votes record­ed in favour of or against such Res­o­lu­tion.  The demand for a poll may be with­drawn.

32. Except as pro­vid­ed in Sec­tion 189 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 the Res­o­lu­tion of the Meet­ing at which the poll was demand­ed.

33. Where there is an equal­i­ty of votes, whether on a show of hands or on a poll, the Chair­per­son of the Meet­ing at which the show of hands takes place or at which the poll is demand­ed, shall be enti­tled to a sec­ond or cast­ing vote.

34. A poll demand­ed on the elec­tion of Chair­per­son or on a ques­tion of adjourn­ment shall be tak­en forth­with.  A poll demand­ed on any oth­er ques­tion shall be tak­en at such time as the Chair­per­son of the Meet­ing directs, and any busi­ness oth­er than that upon which a poll has been demand­ed may be pro­ceed­ed with pend­ing the tak­ing of the poll.

VOTES OF MEMBERS

35. Every mem­ber shall have one vote.

36. A mem­ber of unsound mind or in respect of whom an order has been made by any court hav­ing juris­dic­tion in luna­cy may vote, whether on a show of hands or on a poll, by his com­mit­tee, receiv­er, guardian, or the per­son appoint­ed by that court, and any such com­mit­tee, receiv­er guardian or oth­er per­son may vote by proxy on a show of hands or on a poll.

37. No mem­ber shall be enti­tled to vote at any Gen­er­al Meet­ing unless all monies imme­di­ate­ly payable by him to the Com­pa­ny have been paid.

38. 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 ren­dered, 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 Chair­per­son of the Meet­ing whose deci­sion shall be final and con­clu­sive.

DIRECTORS

39. The num­ber of Direc­tors and the names of the first Direc­tors shall be deter­mined in writ­ing by the Sub­scribers to the Con­sti­tu­tion or a major­i­ty of them.  The first Direc­tors shall hold office until the first Gen­er­al Meet­ing of the Com­pa­ny and pro­vi­sions here­inafter con­tained as to the retire­ment of Direc­tors by rota­tion shall not apply until the first Annu­al Gen­er­al Meet­ing of the Com­pa­ny and if any of the first Direc­tors shall vacate office before the first Annu­al Gen­er­al Meet­ing of the Com­pa­ny the remain­ing first Direc­tors may resolve to co-opt any per­son to fill the vacan­cy and such per­son shall there­upon be treat­ed for all the pur­pos­es of this Con­sti­tu­tion as if he had been appoint­ed a first Direc­tor by the sub­scribers to the Con­sti­tu­tion.

40. No salaries or remu­ner­a­tion of any kind will be payable to any Direc­tor save any essen­tial receipt­ed expens­es incurred and record­ed in the car­ry­ing out of the func­tions of the com­pa­ny.

BORROWING POWERS

41. 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 here­of, and to issue deben­tures, deben­ture stock and oth­er secu­ri­ties, whether out­right or as secu­ri­ty for any debts, lia­bil­i­ty or oblig­a­tion of the Com­pa­ny or of any third par­ty.

POWERS AND DUTIES OF DIRECTORS

42. The Busi­ness of the Com­pa­ny shall be man­aged by the Direc­tors who may pay all expens­es incurred in pro­mot­ing and reg­is­ter­ing the Com­pa­ny and may exer­cise all such pow­ers of the Com­pa­ny as are not by the Act or by this Con­sti­tu­tion required to be exer­cised by the Com­pa­ny in Gen­er­al Meet­ings, sub­ject nev­er­the­less to the pro­vi­sions of the Act and of this Con­sti­tu­tion and to such direc­tions, being not incon­sis­tent with the afore­said pro­vi­sions, as may be giv­en by the Com­pa­ny in the Gen­er­al Meet­ings; but no direc­tion giv­en by the Com­pa­ny in Gen­er­al Meet­ings shall inval­i­date any pri­or act of the Direc­tors which would have been valid if that direc­tion had not been giv­en. There shall be a min­i­mum of 9 and a max­i­mum of 13 Direc­tors.

43. 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 such pow­ers, author­i­ties and dis­cre­tions (not exceed­ing those vest­ed in or exer­cis­able by the Direc­tors under this Con­sti­tu­tion) and for such peri­od and sub­ject to such con­di­tions as they may think fit, and any such pow­ers of the attor­ney may con­tain such pro­vi­sions for the pro­tec­tion and con­ve­nience of per­sons deal­ing with any such attor­ney to del­e­gate all or any of the pow­ers, author­i­ties and dis­cre­tions vest­ed in him.

44. All cheques, promis­so­ry notes, drafts, bills of exchange and oth­er nego­tiable instru­ments and all receipts of 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.

45. 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;

©of all res­o­lu­tions of pro­ceed­ings at all Meet­ings of the Com­pa­ny and of the Direc­tors and of Com­mit­tees of Direc­tors.

46. The Office of Direc­tor shall be vacat­ed if the Direc­tor:

(a)becomes pro­hib­it­ed from being a Direc­tor by rea­son of any Order made; or

(b)becomes or is declared to be of unsound mind; or

©resigns his office by notice in writ­ing to the Com­pa­ny; or

(d)is con­vict­ed of an indictable offence not aris­ing out of the dri­ving of a motor vehi­cle by him, unless the Direc­tors oth­er­wise deter­mine.

VOTING ON CONTRACTS

47. A Direc­tor may not vote in respect of any con­tract in which he is inter­est­ed or any mat­ter aris­ing there­out.

ROTATION OF DIRECTORS

48. Direc­tors can serve a min­i­mum of one year.

49. At the annu­al gen­er­al meet­ing of the Com­pa­ny in each year one third of the Direc­tors for the time being, or, if their num­ber is not 3 or a mul­ti­ple of 3, then the num­ber near­est one third shall retire from office.

50.     The Direc­tors to retire in every year shall be those per­sons 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 the agree oth­er­wise among them­selves) be deter­mined by lot.

51.      A retir­ing Direc­tor shall be eli­gi­ble for re-elec­tion for a fur­ther term or terms of office which, when aggre­gat­ed with the terms already served, shall not exceed 6 years, but not for any longer peri­od.  A ‘year’ for this pur­pose shall mean the peri­od from on annu­al gen­er­al meet­ing of the Com­pa­ny to the next.

PROCEEDINGS OF DIRECTORS

52. The Direc­tors may meet togeth­er for the despatch of busi­ness, adjourn and oth­er­wise reg­u­late their Meet­ings quar­ter­ly or as often they think fit.  Ques­tions aris­ing at any Meet­ing shall be decid­ed by a major­i­ty of votes.  Where there is an equal­i­ty of votes, the Chair­man 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.  If the Direc­tors so resolve it shall not be nec­es­sary to give notice of meet­ings of Direc­tors to any Direc­tor who being res­i­dent in the State is for the time being absent from the State.

53. The quo­rum nec­es­sary for the trans­ac­tion of the busi­ness of the Direc­tors may be fixed by the Direc­tors and unless so fixed shall be five.

54. 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  Con­sti­tu­tion of the Com­pa­ny as the nec­es­sary quo­rum of the Direc­tors, the con­tin­u­ing Direc­tor or Direc­tors 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.

55. The Direc­tors will elect a Chair­man and a Vice-Chair­man of their Meet­ings and deter­mine the peri­od for which he is to hold office; but, if no such Chair­man is elect­ed, or if at any Meet­ing the Chair­man is not present with­in five min­utes after the time appoint­ed for hold­ing the same, the Direc­tors present may choose one of their num­ber to be Chair­man of the Meet­ing.

56. The Direc­tors may del­e­gate any of their pow­ers to com­mit­tees con­sist­ing of such Direc­tor or Direc­tors of the Board and such mem­ber or mem­bers of the Com­pa­ny 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 on it by the Direc­tors.

57. A Com­mit­tee may elect a Chair­man of its Meet­ings; if no such Chair­man is elect­ed, or if at any Meet­ing the Chair­man is not present with­in five min­utes after the time appoint­ed for hold­ing the same, those present may choose one of their num­ber to be Chair­man of the Meet­ing.

58. A Com­mit­tee may meet and adjourn as it thinks prop­er.  Ques­tions aris­ing at any Meet­ing shall be deter­mined by a major­i­ty of votes of those present, and when there is an equal­i­ty of votes, the Chair­man shall have a sec­ond or cast­ing vote.

59. All acts done by any Meet­ing of the Direc­tors or of a Com­mit­tee of Direc­tors or Com­mit­tee estab­lished by the Direc­tors by any per­son act­ing as a Direc­tor shall, notwith­stand­ing that it is after­wards dis­cov­ered that there was some defect in the appoint­ment of any such Direc­tor or per­son act­ing as afore­said, or that they or any of them are dis­qual­i­fied, be as valid as if every such per­son had been duly appoint­ed and was qual­i­fied to be a Direc­tor.

60. A Res­o­lu­tion in writ­ing, signed by all the Direc­tors for the time being enti­tled to receive notice of a meet­ing of the direc­tors, shall be as valid as if it had been passed at a meet­ing of the Direc­tors duly con­vened and held.

SECRETARY

61. 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.

62. A pro­vi­sion of the Act or of this Con­sti­tu­tion 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 a Direc­tor and as, or in place, of, the Sec­re­tary.

THE SEAL

63. 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 counter-signed by the Sec­re­tary or by a sec­ond Direc­tor or by some oth­er per­son appoint­ed by the Direc­tors for that pur­pose.

ACCOUNTS

64. The 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

©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 Com­pa­ny’ affairs and to explain its trans­ac­tions.

65. The books of account shall be kept at the Reg­is­tered Office of the Com­pa­ny, or at such oth­er place as the Direc­tors think fit, and shall at all rea­son­able times be open to the inspec­tion of the Direc­tors.

66. The Direc­tors shall from time to time deter­mine whether and to what extent and at what times and places and under what con­di­tions and reg­u­la­tions the Accounts and Books of the Com­pa­ny or any of them shall be open to the inspec­tion of Mem­ber not being Direc­tors, and no Mem­ber (not being a Direc­tor) shall have any right of inspect­ing any accounts or books or doc­u­ments of the Com­pa­ny except as con­ferred by Statute or autho­rised by the Direc­tors or by the Com­pa­ny in Gen­er­al Meet­ing.

67. The Direc­tors shall from time to time cause to be pre­pared and to be laid before an 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.

68. 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 days before the date of the Annu­al Gen­er­al Meet­ing, be sent to every per­son enti­tled under the pro­vi­sions of the Act to receive them.

                                                                   AUDIT

69. Audi­tors shall be appoint­ed if required under com­pa­nies leg­is­la­tion.

NOTICES

70. 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 email to the email address pro­vid­ed by the mem­ber.  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 twen­ty-four hours after the let­ter con­tain­ing the same was post­ed and in any oth­er case at the time at which the let­ter would be deliv­ered in the ordi­nary course of post. Where  notice is served by email the ser­vice shall be deemed to have been effect­ed at the expi­ra­tion of twen­ty-four hours after the email has been sent unless there is a noti­fi­ca­tion of fail­ure or error in deliv­ery in that peri­od.

71. Notice of every Gen­er­al Meet­ing shall be giv­en in any man­ner here­in­be­fore autho­rised to :

(a)every Mem­ber;

(b)the audi­tors for the time being of the Com­pa­ny if audi­tors are required under com­pa­nies leg­is­la­tion.

No oth­er per­son shall be enti­tled to receive notice of Gen­er­al Meet­ings.

INDEMNITY

72. Every Direc­tor, Man­ag­ing Direc­tor, Agent, Audi­tor, Sec­re­tary or oth­er offi­cer of the Com­pa­ny, shall be enti­tled to be indem­ni­fied out of the assets of the Com­pa­ny against all loss­es or lia­bil­i­ties which he may sus­tain or incur in or about the exe­cu­tion of the duties of his office or oth­er­wise in rela­tion there­to, includ­ing any lia­bil­i­ty incurred by him in defend­ing any pro­ceed­ings, whether civ­il or crim­i­nal, in which judge­ment is giv­en in his favour or in which he is acquit­ted or in con­nec­tion with any appli­ca­tion in which relief is grant­ed to him by the Court and no Direc­tor or oth­er offi­cer shall be liable for any loss, dam­age or mis­for­tune which may hap­pen to or be incurred by the Com­pa­ny in the exe­cu­tion of the duties of his office or in rela­tion there­to.