Companies Acts 1963 to 2006

Company Limited by Guarantee
And
Not Having A Share Capital

Articles of Company
Of
Irish Association of Alcohol and Addiction Counsellors Limited

(As amended by Special Resolution dated 24th day of April 2010)

Preliminary and Definitions.

1.   The Regulations of Table C as set out in the First Schedule of the Companies Act 1963, and as amended by later Companies Acts, shall be deemed to be incorporated with these Articles and shall apply to the Company, save in so far as they are excluded or varied hereby.
2.   In these Articles:-


  1. 'Board' means the Board of Directors of the Company.

  2. 'Chairperson' means the Chairperson of the Board.

  3. 'Company' means Irish Association of Alcohol and Addiction Counsellors Limited.

  4. 'Executive' means the Chairperson, Vice-Chair, Secretary and Treasurer.

  5. 'Secretary' means the person appointed to perform the duties of the company secretary of the Company.

  6. 'Treasurer' means the Treasurer of the Board.

  7. 'Vice Chair' means the Vice Chairperson of the Board. Any reference to the singular includes a reference to the plural and vice versa and reference to the masculine includes a reference to the feminine and vica versa and “any time” includes from time to time.
Membership.
3. 3.1. The number of members with which the Company proposes to be registered is 10,000 but the Board may from time to time, subject to these Articles of Association, register an increase of members.

Regulation 2 of Table C shall be amended accordingly.
  3.2. The Company shall have 3 classes of Members.
    (i) Accredited Member. An individual who is accredited by the Company as an accredited member having:

    1. Achieved a recognised standard of competence in addiction counselling/psychotherapy;
    2. Fulfilled the educational and work experience criteria as prescribed by the Company from time to time;
    3. Subscribed to the Code of Ethics, as prescribed by the Company, from time to time;
    4. Subscribed to the guarantee of the Memorandum and Articles of Association of the Company; and
    5. Who is resident and/or practices in Ireland.

    (ii) Pre-Accredited Member.

    An individual who, having achieved the educational and practical experience (as prescribed by the Company from time to time), is working towards fulfilling the criteria required by the Company to become an Accredited Member. (iii) Associate Member.

    An individual, firm, company, body, group or other entity that supports the aims of the Company.
  3.3. An Accredited Member of the Company shall be entitled to receive notice of, attend and vote at any general meeting of the Company and shall be eligible for membership of the Board.
  3.4. An Associate Member or Pre-Accredited Member of the Company is entitled to receive notice of and attend at any general meeting of the Company. For the avoidance of doubt, Associate Members and Pre-Accredited Members shall not be entitled to vote thereat and shall not be eligible for membership of the Board except as provided for in Article 10.4 herein. Regulation 21 of Table C shall be modified accordingly.
  3.5. Accredited Membership, Pre-Accredited Membership and Associate Membership of the Company shall be at the discretion of the Board, who may from time to time accept or refuse, limit, or restrict Accredited Membership, Pre-Accredited Membership and/or Associate Membership.
  3.6. The Secretary shall notify the successful applicants for Accredited Membership, Pre-Accredited Membership and Associate Membership in writing, as soon as practical after the meeting of the Board at which such membership was accepted.
  3.7 All newly Accredited Members shall sign the consent to the guarantee set out in the Memorandum of the Company as soon as possible thereafter (no later than 30 days of having been accepted as an Accredited Member. Failing which the membership shall automatically lapse.
  3.8 All Members shall comply with the provisions of both the Memorandum and Articles of Association of the Company and any other requirements specified time to time by the Board.
  3.9 The Secretary shall maintain a Register of Accredited Members, Pre- Accredited Members and Associate Members of the Company.
  3.10. Accredited Membership shall be renewed every five years.
  3.11. Accredited Members, Pre-Accredited Members and Associate Members may, upon fulfilling certain criteria as set down by the Board from time to time, register Membership with the Company (as is required for annual subscriptions).
  3.12. Accredited Members, Pre-Accredited Members and Associate Members shall pay the appropriate fee, as prescribed by the Board from time to time, on application for membership and/or registration.
  3.13. Accredited membership, Pre-Accredited membership or Associate membership of the Company shall cease upon:
  1. An Accredited Member, Pre-Accredited Member or Associate Member sending a signed notice of cessation to the Secretary at the Registered Office of the Company and upon receiving acceptance of such cessation by the Board.
  2. The death of an Accredited Member, Pre-Accredited Member or Associate Member.
  3. Any member (Accredited, Pre-Accredited or Associate) refusing or willfully neglecting to abide by the provisions of the Memorandum and Articles of Association of the Company, or such other internal regulations, or rules adopted by the Board, including the Code of Ethics as set by the Board from time to time.
  4. Service of Membership (Accredited, Pre-Accredited or Associate) removal procedures as set out herein, by the Board for the reasons set out in these Articles of Association, or whatever reason(s) that the Board thinks fit as being in the best interests of the Company.
  5. The bankruptcy of any member (Accredited, Pre- Accredited or Associate) or in the case of a company or corporation, upon the passing of a resolution for winding up, or if the company or corporation becomes the subject of an order of the Courts for winding up.
  6. Where applicable, subscription amounts being due and payable and in arrears for such periods as may from time to time be set by the Board as being just cause for cessation of membership.
  7. Where an Accredited Member, Pre-Accredited Member or Associate Member is convicted of fraud or crimes by any Court of Law, or is guilty of conduct which in the opinion of the Board is injurious to the character and interests of the Company or any of its members.
  3.14 The Board shall have the right, at its discretion, by a majority decision of the Board to cancel or suspend Accredited, Pre-accredited or Associate Membership, upon serving 21 days notice in writing of such cessation or suspension upon an Accredited, Pre-accredited and/or Associated member at his address entered in the Company's Register of Members and such cessation, suspension or cancellation of Accredited, Pre-accredited and/or Associate Membership shall be effective from the conclusion of the said notice period.
  3.15 The Board shall have the right, at its discretion, by a majority decision of the Board, to impose such fiscal penalty as it sees fit, where in the opinion of the Board a breach of the Memorandum and Articles of Association of the Company, or such other internal regulations, or rules adopted by the Board, including the Code of Ethics as set by the Board, from time to time.
Board of Directors
4.   The general management of the affairs of the Company shall be vested in the Board, who shall perform all such acts as may be deemed necessary or expedient to further the objects of the Company. The Board shall have power to manage and control the affairs of the Company in all matters as provided by Table C and the Companies Acts, 1963 to 2006.
4.   Unless and until the Company in general meeting shall otherwise determine the Board shall consist of the Executive (as defined herein) and such number of ordinary members of the Board as shall be determined from time to time by election by the Board or the Members in general meeting, so however, that the total number of members of the Board, which shall include the Executive, shall not exceed at any time thirteen in number. Regulation 32 of Table C shall not apply.
6.   The Board may, from time to time and at any time appoint any Accredited Member of the Company as a member of the Board to fill a casual vacancy. Any such appointee shall hold office only until the next General Meeting, but shall be eligible for re-election. Regulation 47 of Table C shall be modified accordingly.
7.   Meetings of the Board shall be held in the State. Meetings shall be in accordance with previously issued agendas. Each Board member shall be entitled to at least seven days (which may include days forming a weekend) notice in writing for Board meetings.
8.   A meeting of the Board, other than the monthly meeting or a meeting arranged at said monthly meeting, may be called by the Secretary on presentation to him of a written request signed by at least five members of the Board. However seven days notice must be given to all Board members. Regulation 50 of Table C, shall not apply.
8.   A meeting of the Board may be convened on forty eight hours notice in circumstances which the Chairperson in his absolute discretion deems to be of an urgent nature and requiring the prompt and immediate attention of the Board.
10. 10.1 Subject as may be otherwise provided herein, the term of office for Directors shall be 3 years.
  10.2 Upon completion of a 3 year term, a Director may, on proposal and being seconded by two Accredited Members of the Company at general meeting, be offered to the Members for reelection to the Board.
  10.3 Where a Director has served as an executive officer on the Board for 3 consecutive years, he, if re-elected as per 10.2 above, may not be re-appointed to the executive of the Board of the Company for at least one year.
  10.4 The Pre Accredited Members as a class and the Associate Members as a class shall be entitled to elect one member to the Board to represent their class of membership. However that elected member shall not have a voting right at Board level. The term of office for elected representatives for Pre-Accredited Members and Associate Members is one year.
  10.5 At the Annual General Meeting following adoption of these Articles of Association, the number of members of the Board required to retire shall be four. This number shall include those who will not be offering himself for re-election. If the number retiring, including those not offering themselves for re-election, does not reach 4, the names of those members serving the longest on the Board shall be included in the number offered for re-election. If the number does not reach 4 the remaining number shall be selected by lot. At the second and third Annual General Meetings 4 and 5 members of the Board, (respectively) will retire and may offer themselves for re-election. At every subsequent Annual General Meeting those members who have served 3 years on the Board must retire and may on proposal and seconding by two members of the Board stand for re-election. Regulations 41 and 42 of Table C shall not apply.
11.   The Board of Directors will meet at least 10 times each year. The date, venue and time of the first meeting will be agreed at the first business meeting after the General Meeting. Agenda for every Board meeting thereafter will be determined at each preceding meeting of the Board.
12.   No business shall be transacted at any meeting of the Board unless a quorum of members is present when the meeting begins. Seven members shall be a quorum. Regulation 51 of Table C shall not apply.
13.   If neither the Chair of the Board nor the Vice Chair is present at any meeting of the Board the members of the Board present shall choose one of their members to be Chair of that meeting.
14.   The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any member of the Board, shall not invalidate the proceedings of any meeting of the Board.
15.   Where time constraints dictate a decision be made by the Board before the convening of the subsequent Board meeting and it is impossible to hold a Board meeting in the intervening period, a vote may be, at the discretion of the Chair and approval of the Board, taken by electronic mail. In the event of an e-vote being deemed necessary all members of the Board shall be notified of the issue and relevant facts by e-mail. The office manager will act as the returning officer. On conclusion of the vote any member of the Board may call upon the returning officer to disclose the voting preference of all Board members.
16.   A member of the Board may not vote in respect of any contract in which the member is interested or of any matter arising there from. The member shall declare such interest prior to the vote being taken and shall decline to vote. The Chair has the casting vote. Regulation 40 of Table C shall be modified accordingly.
17. 17.1 The Board shall elect a Chair, Secretary, Vice-Chair and Treasurer of the Board at its first business meeting after the Annual General Meeting. Regulation 59 of Table C is modified accordingly.
  17.2 The first business meeting shall be chaired by the Pre-Accredited Member or Associated Member representatives on the Board until the election of a Chairperson.
  17.3 The Chair shall be elected, first, on the proposal and seconding by two members of the Board, by secret ballot. The election of the Chair shall be overseen by the Pre-Accredited Members and Associated Members representatives on the Board. They shall distribute, collect, count the votes and announce the name of the Board member elected.
  17.4 Upon election the Chair shall preside over the remainder of the meeting.
Sub - Committees.
18.   The Board may from time to time delegate any of their powers to Sub - Committees consisting of such member or members of The Board, as the Board deems appropriate. Any Committee so formed shall, in the exercise of the powers so delegated conform to an regulations that may from time to time be imposed on it by the Board.
19.   Such sub-committees shall:
  1. Consist of any other Sub Committee which the Board deems necessary to fulfill its obligations whether statutory or a result of the Articles of Association of the Company.
  2. Comprise of at least 3 members and be governed by the dictates and policies of the Board.
  3. Each sub-committee shall be chaired by a Member of the Board.
  4. Report to the Board with recommended actions for discussion and action by the Board.
20.   The quorum for the transaction of business at meetings of any sub-committee shall be one half plus one of the total number of members of the relevant sub-committee, at least one of whom shall be a member of the Board (other than a Director with no voting rights). Regulations 54 to 57 of Table C shall be amended accordingly.
21.   A member of any sub-committee, other than the Chairperson, need not be a member of the Company.
22.   The requirements as regards notice, voting, adjournment and related matters set out in Regulations 8 to 31 (inclusive) of Table C, shall apply in regard to meetings of the Members of the Company.
General Meetings
23.   No business shall be transacted at any meeting of Members of the Company unless a quorum of members is present when the meeting proceeds to business; save as otherwise provided herein, the quorum shall be such number as is equivalent to 10% of the Accredited Membership of the Company on the day preceding the Annual General Meeting in the current year. Regulation 11 of Table C shall not apply.
Profits, Dividends and Reserves
24.   The Company is a non profit making organization and the income and property of the Company, shall be applied solely towards the promotion of its main objects as set forth in the Memorandum of the Company. 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 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. However, nothing herein shall prevent the payment in good faith by the Company of:
  1. Reasonable and proper remuneration to any officer or servant of the Company (not being a Director) for any services rendered to the Company.
  2. Interest at a rate not exceeding 5% per annum on money lent by Directors, or Members of the Company to the Company.
  3. Reasonable and proper rent for premises demised and let by any Member of the Company to the Company.
  4. Reasonable and proper out-of-pocket expenses incurred in connection with their attendance to any matter affecting the Company.
  5. Fees, remuneration or other benefit in money or money's worth to any company of which a Director may be a member holding not more than one hundredth part of the issued Capital of such Company.
Winding Up
25.   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 be given or transferred to some other institution or institutions having objects similar to the 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 of Clause 5 of the Memorandum hereof of the Company, such institution or institutions to be determined by the members of the Board at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
Books and Records and Accounts
26.   The Board and its sub committees shall keep and maintain records of all business transacted at meetings, and all minute books shall be retained as permanent records and shall be the property of the Company. Records of all receipts and payments, purchases and sales received or made on behalf of the Company shall be retained for at least 6 years.
27.   The books of the Company shall be audited annually to the financial year end of the Company, by a qualified accountant (not being a member of the Company, the Board or any sub committee) who shall certify that he has received all the information and explanations which he has considered necessary for his audit and that the accounts prepared by him are correct in accordance therewith. Regulations 38, 62 and 65 of Table C shall be amended accordingly.
28.   The books of account, including electronically stored data, shall be kept at the registered office of the Company or such other place as the Board shall think fit, and shall be available for inspection to any member of the Board at any reasonable time.
29.   Annual Audited Accounts shall be kept and made available to the Revenue Commissioners on request.
Alterations
30.   No addition, alteration or amendments of any kind shall be made to or in the provisions of the Memorandum or Articles of Association of the Company for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
Indemnity
30.   Each Member of the Board, or any sub-committee, and any officer or servant of the Company shall be indemnified against all claims, damages, costs or expenses which he may incur or become liable to pay by reason of any act or thing done by or to him in the proper discharge of his duties to the Company, and the amount for which such indemnity is provided shall immediately attach as a lien on the property of the Company, and have priority over all other claims.
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