COMPANIES ACTS, 1963 TO 1990
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES AND MEMORANDUM OF ASSOCIATION OF NA PÍOBAIRÍ UILLEANN TEORANTA
1. The name of the Company (hereinafter called the society) is Na Píobairí Uilleann Teoranta.
2. The main objects for which the society is established are the promotion of traditional music in general, and uilleann piping in particular and the doing of all such other things as are incidental or conducive to the attainment of the above objects.
3. The following are the powers of the Company - to borrow or to raise money in furtherance of the main objects.
4. The liability of the members is limited.
5. Every member of the society undertakes to contribute to the assets of the society in the event of its being wound up while he/she is a member, or within one year afterwards, for payment of the debts and liabilities of the society contracted before he/she ceases to be a member, and the costs charges and expenses of winding up, and for the adjustments of the rights of the contributories among themselves, such amount as may be required not exceeding €1.27.
6. If upon the winding up or dissolution of the company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the company but shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the company and which shall prohibit the distribution of its or their income and property among its of their members to an extent at least as great as is imposed on the company under or by virtue to Clause 7 hereof, such institution or institutions to be determined by the members of the company at or before the time or dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.
7. The income and property of the company, whencesoever derived, shall be applied solely towards the main objects of the company as set forth in this memorandum and no portion thereof 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.
Provided that nothing herein shall prevent, in good faith, of reasonable and proper remuneration to any officer or servant of the company, or to any member of the company, in return for any services actually rendered to the company, nor prevent the payment of interest at a rate not exceeding five per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member of the company; but so that no Director of the company shall be appointed to any salaried office of the company or any office of the company paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the company to any such Director, except payment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the company: provided that the provision last aforesaid shall not apply to any payment to any company of which the Director of the company may be a member, and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits (s)he may receive in respect of any such payment.
8. No addition, alteration or amendment shall be made to or in the provisions of this memorandum for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
9. Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.
COMPANIES ACTS, 1963 TO 1990
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
NA PÍOBAIRÍ UILLEANN TEORANTA
1. For the purpose of registration the company is declared to consist of 7 members, but the committee may register an increase in the number of members whenever it may think fit.
2. 'The Society' or 'The Company' shall mean ‘Na Píobairí Uilleann Teoranta'
'Member' shall mean any person of the classes embraced by the definitions in Article 3.
'Member of the Committee' shall mean a Director.
'Writing' or 'Written' shall mean printing or typing.
'Month' shall mean Calendar Month.
Words importing the singular shall include the plural and the masculine the feminine and vice-versa.
3. The subscribers to the Memorandum of Association shall be directors and such other persons as the Committee shall admit to membership shall be members of the society and shall be ordinary members.
4.
1. The admission of members shall be made by the Committee and shall take place at such times and in such manner as the Committee shall prescribe.
2. Prior to the admission of a person as a Member he shall be required to complete the following form or such other form as the Committee may from time to time prescribe and return it to the Secretary together with his subscription.
NA PÍOBAIRÍ UILLEANN TEORANTA
I,____________________
of ___________________in the county of________________
hereby agree to be bound by the Memorandum and Articles of Association of the Society and in particular I undertake to contribute to the assets of the Society, in the event of it being wound up while I am a Member, or within one year afterwards for payment of the debts and liabilities of the Society contracted before I cease to be a Member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the Contributories among themselves such amount as may be required not exceeding €1.27.
Dated this_____________day of__________20________
Signed____________________________________
NOTE - A copy of the Memorandum and Articles of Association of the Society can be inspected at the office of the Secretary at any reasonable time.
5. A member shall cease to be a member of the Society:-
1. If his annual subscription remains due after a period of one calendar month after the annual subscription falls due.
2. Upon his retirement to be signified in writing to the Society or upon his death.
3. Upon a resolution to that effect being passed by not less than three fourths of the members present at a general meeting of the Society of which he has received notice in writing at least 28 days beforehand and at which he shall have a reasonable opportunity of attending and being heard.
GENERAL MEETINGS
6.
1. Subject to paragraph (2) the Society shall in each year hold a general meeting as its annual general meeting in addition to any other meeting 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 Society and the next.
2. So long as the Society 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. The annual general meeting shall be held at such time and at such place in the State as the Committee shall appoint. Notice of the annual general meeting shall be sent to all members at least two calendar months before the date fixed.
NOTICE OF GENERAL MEETINGS
7. Subject to Sections 133 and 141 of the Companies Act, 1963, a Meeting called for the passing of a Special resolution shall be called by twenty one days' Notice in writing at the latest, and a Meeting of the Society (other than an Annual General Meeting or a meeting for the passing of a Special Resolution) shall be called by twenty one 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, 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 Society, entitled to receive such Notices from the Society.
8. The accidental omission to give notice of a meeting to, or the non receipt of a notice by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
9. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Ordinary Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the ordinary report of the Committee and Auditors, the election of the Committee and other officers in the place of those retiring, the reappointment of the retiring Auditors and the fixing of the remuneration of the Auditors.
10. No business shall be transacted at any General Meeting unless a quorum of Ordinary Members is present at the commencement of the business; save as herein otherwise provided ten members shall be a quorum.
11. If within half an hour from the time appointed for the meeting a quorum of Ordinary Members is not present, the Meeting shall be dissolved. In any other case it shall stand adjourned to the to the same day in the following week at the same time and place or to such other day and at such other time and place as the Committee may determine, and if at the adjourned meeting a quorum of Ordinary Members is not present within half an hour from the time appointed for the Meeting the Ordinary Members then present shall form a quorum.
12. The committee shall submit to the Annual General Meeting the report of the work done by the Society during the past year, and a full statement of accounts showing the receipts and expenditure of the preceding financial year.
13. The Chairman, if any, of the committee 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 members of the Committee present shall elect one of their number to be Chairman of the meeting.
14. If at any meeting no member of the Committee is willing to act as a Chairman or if no member of the Committee 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 the 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 thirty days or more, twenty one days’ notice of the adjourned meeting shall be given. Save as aforesaid, it shall not be necessary to give any notice of the adjournment or of the business to be transacted at the adjourned meeting.
16. No business not included on the agenda paper shall be discussed at the Annual General Meeting.
17. 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: -
1. By the Chairman: or
2. By at least five Members present in person. 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 Society 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.
18. 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.
19. If a poll is demanded in manner aforesaid, the same 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.
VOTES OF MEMBERS
20.
1. Every Ordinary Member personally present at any General Meeting shall have one vote and no more. No vote shall be given by proxy.
2. When 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.
21. The Chairman at any meeting shall be the sole judge of the validity of every vote at such meeting. The presiding Officer at the taking of the poll shall be the sole judge of the validity of every vote at such poll.
No objection shall be raised as 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.
OFFICERS, COMMITTEE, AND DIRECTORS
22. The number of members of the Committee shall not be less than six nor more than ten and the first members of the Committee shall be the subscribers to the memorandum of the Society.
23. The Committee shall consist of the members of the Society elected at the Annual General Meeting of the Society.
24. The members of the Committee shall be the Directors of the Society, officers may be appointed as the Committee shall from time to time decide.
25. The members of the Committee shall be elected individually by open voting of the Ordinary Members present and entitled to vote at the Annual General Meeting of the Society and they shall hold office until the next Annual General Meeting when they shall retire but shall be eligible for re-election.
26. No person who is not a member of the Society shall in any circumstances be eligible to hold office as a member of the Committee.
27. Subject to Article 31 a director or member of the Committee shall hold office only so long as he continues to be an officer or member of the Committee of the Society. The Committee of the Society may from time to time appoint any member of the Society to be a member of the Committee either to fill a casual vacancy or by way of any addition to the Committee provided that the prescribed maximum be not exceeded and may from time to time remove any member of the Committee. Any such appointment or removal shall be by instrument in writing signed by two members of the Committee of the Society acting in pursuance of a resolution in that behalf passed at a meeting of such Committee and shall take effect upon being lodged at the Companies Office together with a copy of such resolution certified by the Secretary of the Society to be a true copy thereof
28. The Committee may exercise all the powers of the Society 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 Society or of any third party.
29. The business of the Society shall be managed by the Committee 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 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 meetings shall invalidate any prior act of the Committee which would have been valid if that direction had not been given.
30. The Committee may from time to time and at anytime by power of attorney appoint any Company, firm or person or body of persons, whether nominated directly or indirectly by the Committee 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 Committee 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 Committee may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities or discretions vested in him.
31. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Society 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 Committee shall, from time to time by resolution, determine.
32. The Committee shall cause minutes to be made in books provided for the purpose:-
1. of all appointments of officers made by the Committee.
2. of the names of the Committee members present at each meeting of the Committee and of any sub-committee of the Committee.
3. of all resolutions and proceedings at all meetings of the Society and of the Committee and of any sub-committee of the Committee.
33. The continuing members of the Committee may act notwithstanding any vacancy in their numbers provided always that in case the members of the Committee shall at any time be reduced to less than the minimum number prescribed by these Articles it shall be lawful for them to act as the Committee for the purpose of summoning a general meeting but not for any other purpose.
34. The office of a member of the Committee shall be vacated
1. if he is adjudicated bankrupt in the State or Northern Ireland or Great Britain or makes any arrangements or composition with his creditors generally: or
2. becomes prohibited from being a director by reason of any order made under Section 184 of the Act: or
3. becomes of unsound mind: or
4. resigns his office by notice in writing to the Society: or
5. if he is removed from office in accordance with the provisions of these articles, or:
6. if directly or indirectly interested in any contract with the Society and fails to declare the nature of his interest in manner required by Section 194 of the Act.
35. A director may vote in respect of any contract in which he is interested or any matter arising thereout.
36. The Committee may meet together for the despatch of business, adjourn and otherwise regulate their meeting 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 member of the Committee may and the secretary on the requisition of a member of the Committee shall at any time summon a meeting of the Committee. If the Committee so resolves it shall not be necessary to give notice of a meeting of the Committee to any member of the Committee who being resident in the Republic of Ireland is for the time being absent from the Republic of Ireland.
37. The quorum necessary for the transaction of the business of the Committee may be fixed by the Committee and unless so fixed shall be four.
38. The Committee shall from time to time elect a chairman who shall preside at all meetings of the Committee at which he shall be present and the Committee may determine for what period he is to hold office but if no such chairman be elected or if at any meeting the chairman be not present within five minutes after the time appointed for holding a meeting, the members of the Committee present shall choose some one of their number to be chairman of the meeting.
39. A meeting of the members of the Committee for the time being at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Society for the time being vested in the Committee generally.
40. The Committee may delegate any of their powers to subcommittees consisting of such members of the Committee as they think fit and any subcommittee so formed shall conform to any regulations imposed on it by the Committee. The meeting and proceedings of any sub-committee shall be governed by the provisions of these presents for the regulation of the meetings and proceedings of the Committee so far as applicable and so far as the same shall not be superseded by any regulations made by the Committee as aforesaid.
41. All acts bona fide done by any meeting of the Committee or any sub-committee of the Committee or by any person acting as a member of the Committee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment of any such member 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 and had continued to be a member of the Committee.
42. A resolution in writing signed by all the members for the time being of the Committee or of any sub-committee shall be as valid and effectual as if it has been passed at a meeting of the Committee or of any such sub-committee duly convened and constituted.
43. The Secretary shall be appointed by the Committee 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.
44. 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 the place of, the secretary.
45. The seal shall be used only by the authority of the Committee or of a sub-committee authorised by the Committee in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the Committee and shall be countersigned by the secretary or by a second member of the Committee or by some other person appointed by the Committee for the purpose and in favour of any purchaser or person bona fide dealing with the Society. Such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
46. The Committee shall cause proper books of account to be kept relating to,
1. all sums of money received and expended by the Society and the matters in respect of which the receipts and expenditure takes place;
2. all sales and purchases of goods by the Society; and
3. the assets and liabilities of the Society.
Proper books shall be deemed to be kept if there are kept such books of account as are necessary to give a true and fair view of the state of the Society's affairs and to explain its transactions.
47. The books of account shall be kept at the office or subject to section 147 of the Act, at such other place as the Committee thinks fit, and shall at all reasonable times be open to the inspection of the Committee.
48. The Committee shall from time to time in accordance with sections 148, 157 and 158 of the Act cause to be prepared and to be laid before the annual general meeting of the Society 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 Society.
49. 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 Society together with a copy of the Committee's report and auditor's report shall not less than twenty eight days before the date of the annual general meeting be made available to every person entitled under the provisions of the Act to receive them.
50. The auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the Act.
51. A notice may be given by the Society 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.
52. Notice of every general meeting shall be given in any manner hereinbefore authorised to: -
1. every member;
2. every person being a personal representative or the Official Assignee in a bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting, and
3. the auditor for the time being of the Society.
No other person shall be entitled to receive notice of general meetings.
53. Clause 5 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provision thereof were repeated in these Articles.
WINDING UP
54. If upon the winding up or dissolution of the company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the company but shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the company and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the company under or by virtue to Clause 55 hereof, such institution or institutions to be determined by the members of the company at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.
