TIIE SKERRIES COMMUNITY ASSOCIATION LIMITED

COMPANIES ACT 1963-2003

PRIVATE LIMITED BY GUARANTEE WITHOUT A SHARE CAPITAL

 

Interpretation

1. In these articles: –

“the Act^” means the Companies Act, 1963 (No. 33 of 1963):

“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;

“secretary” means any person appointed to perform the duties

of the secretary of the company;

“the seal” means the common seal of the company;

“the office^” means the registered office for the time being

of the company.

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.

 

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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.

Members

2. The number of members with which the company proposes to

be registered is 5,0OO, but the directors may from time to time register an increase of members.

3. The subscribers to the memorandum of association and such

other persons as the directors shall admit to membership shall

 

 

 

be members of the company.

The directors shall admit to

 

 

 

membership any person resident in the electoral districts of Skerries or Holmpatrick and over the age of 18 years who applies to become a member of the company.

General Meetings

4. All general meetings of the company shall be held in the State.
5. (1) Subject to paragraph (2), 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 15 months shall elapse between the date

of one annual general meeting of the company and that of the

next.

 

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(2) So long as the company holds its first annual general

meeting within 18 months of its incorporation, it need not

hold it in the year of its incorporation or in the following

 

 

 

year.

Subject to article 4, the annual general meeting

 

 

 

shall be held at such time and at such place in the State

as the directors shall appoint.

6. All general meetings other than annual general meetings shall

be called extraordinary general meetings.

7. The directors may, whenever they think fit, convene an

extraordinary general meeting and extraordinary general meetings

shall also be convened on such requisition, or, in default,

may be convened by such requisitionists, as provided by

 

 

 

section 132 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 Meetings

8. Subject to sections 133 and 141 of the Act, an annual general

meeting and a meeting called for the passing of a special

resolution shall be called by 21 days’ notice in writing at

the least, and a meeting of the company (other than an annual

general meeting or a meeting for the passing of a special

resolution) shall be called by 14 days’ notice in writing at

 

 

 

the least.

The notice shall be exclusive of the day on which

 

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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 manner hereinafter mentioned, to such persons as are, under the articles of

the company, entitled to receive such notices from the company.

9. 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

10. All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is

transacted at an annual general meeting with the exception

of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the directors and auditors, the election of directors in the place of those retiring, the re-appointment of the retiring auditors, and the fixing of the remuneration of the auditors.

11. 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, three

members present in person shall be a quorum.

 

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12. 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.
13. The chairman, if any, of the board of directors shall preside as chairman at every general meeting of the company, or if there is no such chairman, 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.

14. 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 members present shall choose one of their number to be chairman of the meeting.
15. 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

 

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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.

16. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded –

(a) by a chairman; or

(b) by at least five members present in person; or

(c) by any member or members present in person and 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 chairman 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 the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

The demand for a poll may be withdrawn.

 

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17. Except as provided in article 19, if a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
18. Where there is an equality of votes, whether on a show of hands or on a poll, the chairman 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.
19. A poll demanded on the election of a chairman, 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 chairman 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.
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 (or being bodies corporate by their duly authorised representatives)

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.

 

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Votes of Members

21. Every member shall have one vote.
22. No member shall be entitled to vote at any general meeting unless all moneys immediately payable by him to the company have been paid.
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. Votes shall be given personally.

Directors

25. The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.
26. The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day.

The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning

 

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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.

Borrowing Powers

27. 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.

Powers and Duties of Directors

28. 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 Act or by these articles required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Act and of these articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the company in general meeting: but no direction given by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that direction had not been given.

 

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29. 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 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.

30. 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.

31. 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;

 

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(c) of all resolutions and proceedings at all meetings

of the company, and of the directors and of committees of directors.

Disqualification of Directors

32. The office of director shall be vacated if the director –

(a) without the consent of the company in general meeting holds any other office or place of profit under

the company; or

(b) is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or

(c) becomes prohibited from being a director by reason of any order made under section 184 of the Act; or

(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the company; or

(f) is convicted of an indictable offence unless the directors otherwise determine; or

(g) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 194 of the Act.

 

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Voting on Contracts

33. A director may vote in respect of any contract in which he

is interested or any matter arising thereout, provided he declares such interest before so voting.

Rotation of Directors

34. At the first annual general meeting of the company, all the directors shall retire from office and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.
35. The directors to retire in every year shall be those who have been longest 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.
36. A retiring director shall be eligible for re-election.
37. The company, at the meeting at which a director retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself 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.

 

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38. No person other than a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for the meeting, there has been left at the office notice in writing, signed by a member duly qualified to attend and

vote at the meeting for which such notice is given, of his intention to propose such a person for election, and also notice in writing signed by that person of his willingness to be elected.

39. The company may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.
40. The 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 director so appointed shall hold office only until the

next annual general meeting, and shall -then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.

41. 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

 

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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.

42. The company may by ordinary resolution appoint another person in place of a director removed from office under article 41. Without prejudice to the powers of the directors under article 40, the company in general meeting may appoint any person to

be a director, either to fill a casual vacancy or as an

 

 

 

additional director.

A person appointed in place of a director

 

 

 

so removed or to fill such a vacancy 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.

Proceedings of Directors

43. The directors may meet together for the despatch of business,

adjourn and otherwise regulate their meetings as 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 a meeting

of directors to any director who being resident in the State

is for the time being absent from the State.

 

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44. The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.
45. 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.

46. The directors may elect a 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 5 minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
47. The directors may delegate any of their powers to committees consisting of 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.
48. 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 5 minutes after the time appointed for holding

 

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the same, the members present may choose one of their number to be chairman of the meeting.

49. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and when there is an equality

of votes, the chairman shall have a second or casting vote.

50. All acts done by any meeting of the directors or of a committee of directors or 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 were disqualified, be as valid as if every such person had been duly appointed

and was qualified to be a director.

51. 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

52. The secretary shall be appointed by the directors for such term and at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

 

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53. 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.

The Seal

54. 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.

Accounts

55. 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 (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 company’s affairs and to explain its transactions.

 

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56. 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.

57. 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 gooks 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.

58. 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.

59. 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 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.

 

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Audit

60. Auditors shall be appointed and their duties regulated in accordance with section 160 to 163 of the Act.

Notices

61. 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. 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 24 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.

62. 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.

No other person shall be entitled to receive notices of general meetings.

 

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Transfer of Assets on Winding up

63. In the event of a voluntary winding up of the company, any

assets of the company remaining after satisfaction of its liabilities shall be transferred to such organisation or organisations having charitable purposes or purposes connected with the development or improvement of Skerries as the members may decide in the following manner: any five members of

the company may nominate in writing such an organsiation

which nomination shall be delivered to the liquidator within seven days of the publication of the advertisement calling

the final meeting to be held under section 273 of the Act

and the liquidator shall within a further period of seven

days communicate to the membership the name of every

organisation so nominated and not disallowed by him. The liquidator shall disallow the nomination of any organisation which is not an organisation having charitable purposes or purposes connected with the development or improvement of Skerries. If only one such organisation stands nominated the liquidator shall upon dissolution transfer the assets of the company to that organisation; if more than one such organisation stands nominated a poll shall be taken at the final meeting

among all the members present each of whom may vote for anyone of such organisations nominated. If any organisation secures three-quarters of the votes cast at the final meeting the liquidator shall upon dissolution transfer all the assets of

the company to that organisation; in any other case the liquidator shall transfer the assets to each organisation securing the votes of at least one-tenth of the votes cast in

proportion to the votes cast for each such organisation.

 

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Names and Addresses of Subscribers

1. Jim Quigley of 15, Hillside Close, Skerries in the County of Dublin.
2. Mary Conway of 27, Mill Hill Park, Skerries, in the County of Dublin
3. Declan O’Sullivan of 66 Townparks, Skerries, in the County of Dublin.
4. Tom Derham of 72, Holmpatrick, Skerries in the County of Dublin.
5. Michael Carr of 27, St. Patrick’s Close, Skerries, in the County of Dublin.

Peadar

6. ~ Clerkin of 47, Shenick Road, Skerries,

in the County of Dublin.

7. Angela O’Connor of 23, Church Street, Skerries, in the County of Dublin.

 

 

 

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Padraic Murray of 58, Townparks, Skerries, in the County of Dublin.