Tara Cove Holidays Limited

Tara Cove Holidays Limited

RULES

As adopted at Annual General Meeting

3rd. May 2015

I.-GENERAL QUALIFICATION ANDINTERPRETATION.

1. In construing these rules, the following words and expressions shall have, respectively, the meanings herein stated, provided that such meaning does not conflict with the subject matter of the rule or the context:-

(a) Words importing the singular or pluralnumber include the plural and singular numbers.

(b) Words importing the masculine gender shallinclude the feminine gender.

(c) "Member" shall mean an individual duly admitted to membership of theSociety and holding the requisite number ofshares.

(d) "The Society" shall mean Tara Cove Holidays Limited.

(e) The "Special Members" shall mean the signatories to the original application for registration of the Society.

(f) "The Committee" shall mean the Committee of Management of the Society for the time being.

(g) "The Acts" shall mean the Industrial and Provident Societies Acts, 1893 to 2014.

(h) "A Society" shall mean a society registered under the Acts.

(i) "Registrar" shall mean the Registrar of Friendly Societies for Ireland.

(j) "Special Resolution" shall mean a resolution passed in accordance with section 51 of the Act of 1893.

(k) The I.C.O.S. shall mean The Irish Co-Operative Organization Society and all references to I.A.O.S. or Irish Agricultural Organization Society in these Rules shall be read as reference to I.C.O.S. or Irish Co-Operative Organization Society".

(l) “The Regulations” shall mean the Regulations under any Act relating to Industrial and Provident Societies for the time being.

(m) “The Department” shall mean the Department of Agriculture, Food aand the Marine.

(n) “Share" shall, unless otherwise stated orimplied, mean "Ordinary Share."

(o) "The Corporation" shall mean The Agricultural Credit Corporation, Limited.

(p) "The Standing Orders" shall mean theStanding Order, if any, adopted or the Governance of General and Committee Meetings respectively, according to whichever may be relevant.

II.- NAME, REGISTERED OFFICE, AND OBJECTS

2. The name of the Society shall be “Tara Cove Holidays Limited”.

3. The registered office of the Society shall be at 6 Newlands Retail Centre, Newlands Coss, Clondalkin, Dublin 22

4. The objects of the Society shall be:-

(a) To acquire the property known as"Tara Cove" in the Townland ofSeafield in the County of Wexfordand to hold the same for the benefitof the members of the Society; tomanage Tara Cove aforesaid and tocollect the income thereof and tosupply services to the members andthe occupiers of the sites comprised therein; to employ porters, stewards, caretakers, cleaners, gardeners andother persons and to provide, retain or set aside at its discretion a place or places of occupation for such person or persons; to repair, maintain, decorate, preserve, improve and insure Tara Cove aforesaid and to make arrangements for collection of refuse and the provision of other services and amenities; to charge and collect service charges including provision for contingency funds for emergencies including structural repairs, improvements, taxation, litigation and such other matters as the Committee of Management may deem appropriate; to make rules, regulations for site users of Tara Cove aforesaid and to alter, vary, amend or add to the same.

(b) To purchase, acquire, hold, sell, exchange, partition, mortgage, charge,lease, dispose of, hire and rentproperty real and personal and toexecute all powers of a Lessor in anyLease which the Society may make oracquire.

(c) To appoint agents to manage Tara Coveand to employ, delegate to and hiresuch persons and firms for suchpurposes and on such terms as to remuneration and otherwise as theCommittee of Management may deemappropriate.

(d) To provide for the social, recreationaland holiday requirements of the members of the Society and to provide suchamenities on Tara Cove aforesaid forthe greater use and enjoyment thereofby the members of the Society as the Committee of Management may deem appropriate

(f) To make arrangements with persons engaged in any trade, business or profession for the concession to members of the Society for any special rights, privileges, and advantages, and in particular in regard to supply of goods.

(g) To advance or lend, subject to the provisions of Rule 20(iv), any of the capital or other moneys of the Society for the time being on satisfactory security to members or others.

(h) To promote and encourage insurance by members and take the necessary steps to secure indemnity to members against losses of property by fire or other accident and against pecuniary liability in respect of claims under the Workmen's Compensation Act or other legislation or otherwise, in respect of accidents or injuries, malicious or accidental, happening to employees or to the property of members or of the Society.

(i) Generally to engage in any business or transaction which may seem to the Society directly or indirectly conducive to the interests or convenience of its members or in pursuance thereof, and to do all things which may be necessary or expedient from time to time for accomplishing the aforesaid objects or any of them.

III.-MEMBERSHIP.

5. The Society shall consist of such persons or bodies as the Special Members and subsequently the Committee of Management may admit to membership. Applicants for membership shall subscribe for only one share in the Society.

IV.-EXPULSION.

6. A member may be expelled if found guilty of conduct detrimental to the Society. Such detrimental conduct shall be deemed to include, but not be exclusive to, the use by any member or any person with his permission of his caravan to cause adisturbance or who shows a lack of consideration for the other members or for the property of the Society. The following procedure shall be adopted in relation to expulsion:-

(a) The Committee of Management shall make all decisions relating to expulsion.

(b) The Committee of Management must receive in writing complete particulars of the complaint or charge alleged against the member.

(c) The first such written complaint shall be noted by the Committee of Management and no further action will be taken on foot thereof.

(d) Any second or subsequent complaint shall be investigated by the Committee of Management.

(e) The Committee of Management shall give in writing three separate warnings to the offending member setting out particulars of the charge or complaint alleged against him.

(f) Should such charge or complaint be deemed to have been well founded the member shall be expelled but such expulsion must be confirmed at a special or general meeting of the Society by a majority of members present and voting at that meeting. The offending member may attend at, vote at and make such representation as he may wish to the said meeting.

(g) On confirmation of his expulsion the member shall remove his caravan from Tara Cove within thirty days of the date of the special or general meeting aforesaid and on the removal of the said caravan the member shall be entitled to a refund of the full amount paid or credited upon the share held by him together with a refund of a proportion of service charge if such charge shall have been paid in advance less such sums as may be due by the member to the Society and less any proportion, if any, of any service charge as shall be in arrear.

(h) On the expulsion of any member an entry of the cancellation of his share shall be made thereupon in the share register

V.- CAPITAL

9.The Capital of the Society shall consist of ordinary shares of £1,700.00 each the entire of which together with such premium (if any) as may be fixed by the Committee of Management shall be paid for on application.

No person shall hold any more than one share in the Society. The holding of such one share in the Society shall entitle the member to the exclusive use of one caravan site in Tara Cove together with the use of all facilities as aforesaid. No member other than a registered Society shall have or claim any interest in the shares of the Society exceeding £3,000.00

The number of ordinary shares issued shall not exceed 151 (one hundred and fifty one).

10. No interest shall be paid on any share. The Liability of members shall be limited to their Shares.

11. Applications for admission to membership for ordinary transferable shares shall be made by individuals in Form I in the Appendix, and by societies in Form II in the Appendix, or in forms respectively as near Forms I and II in the Appendix as the case allows.

Applications shall be considered by the Committee at the next ensuing meeting, and notice of admission or otherwise shall be sent to the applicant within one week after the Committee meeting at which the application is considered. Where an application for shares is rejected the Committee shall not be required to assign any reason for such rejection.

All references in this rule to shares shall be deemed to refer to one share only.

12. A share register book shall be kept by the Secretary in which shall be recorded the names, places of residence and description of the members of the Society, the date of entrance to the Society, the number of the share held by him the date on which he, acquired such share and when he ceased to retain same. Every transfer of a share shall be registered in the same way. If two persons are registered as joint holders of a share one of such persons only may exercise the right to vote at meetings of the Society.

13.Shares shall be transferable as hereinafter mentioned:-

(a) No share shall be transferred without the consent of the Committee of Management. The consent to the transfer of a share, if forthcoming must be in writing and the Committee of Management shall not be bound to assign any reason for refusing to sanction any transfer of a share. In any case in which the Committee of Management refuses to sanction the transfer of a share the holder of such share may have the question determined by arbitration in accordance with Rule 69.

(b) Any application for consent to transfer a share must be by one calendar month's notice in writing to the Secretary stating the full name, place of residence and occupation of such person and the consideration for the transfer.

(c) All transfers shall be in Forms IV and V prescribed in the Appendix with the substitution of the word "share" where it appears, or as near thereto as the case allows and shall be duly stamped.

(d) No share shall be withdrawable.

(e) In the event of a Member making application to transfer his share the share must first be offered to a nominee of the Committee of Management. In the event of the member and the said nominee being unable to agree on a price for the said share then the share shall be valued by the Auditor to the Society and the member shall be compelled to sell the share at such valuation unless the member is in a position to prove conclusively to the Committee of Management that he has been offered and will receive a greater price from some person other than the said nominee PROVIDED HOWEVER that the provisions of Paragraph (a) of this Rule shall apply to such other person and the application to transfer the said share to him.

14. The Society shall, subject to Rules 9, 15, and 16, have a first lien on the Shares held by any member and may set off any sum credited thereon towards the payment of any debt due by the member to the Society; provided, however, that no right shall obtain on the part of any member to set off any payment made on foot of his shareholding against any debt due by him to the Society.

15. The Committee may sell and transfer any Share standing in the name of a member who is indebted to the Society, provided a fortnight's notice in writing has been given to the defaulting member and apply so much of the proceeds as may be necessary to the discharge of the debt due, together with the necessary expenses incidental to its recovery. A member in arrear with the calls duly made on his shares shall forfeit all rights of membership, including attendance at meetings, during the period of his default.

16. All moneys payable by a member to the Society, whether in respect of shares or otherwise, shall be debts due from such member to the Society and shall be recoverable as such in the Circuit Court or District Court, according as the case may be, of the district in which the registered office of the Society is situate, or in that of the district in which such member resides, at the option of the Society, or where the amount involved is within the jurisdiction of the High Court, in the High Court, and the Committee may take legal proceedings for the recovery thereof.

17. The Committee may subject to the provisions of the Industrial and Provident Societies (Amendment) Act, 1978 obtain loans for the purposes of the Society from members, persons, bankers or corporate bodies, particularly “The Corporation," or from " The Department," to an extent not exceeding such amount as may be authorised by a General Meeting of the Society, on such conditions, for such periods and at such rates of interest as such members, persons, bankers, corporate bodies, "The Corporation" or "The Department" may stipulate and as may be authorised by a General Meeting of the Society, or in the absence of a resolution of such General Meeting authorising such conditions, periods or rates of interest, as may be authorised by the Committee.

The Committee may secure the repayment of any such loan and any interest thereon to the members, persons, bankers, corporate bodies, “The Corporation" or “The Department" by any or all of the following means:-

(a) By a mortgage or charge on all, or any, land, premises, plant and fixtures, the property of the Society; and/or

(b) By a mortgage or charge on all, or any, land, premises, plant and fixtures acquired, or to be acquired by the Society by means of the loan to be secured; and/or

(c) By a covenant with The Corporation, The Department, other body or person that as often as any portion of the uncalled capital of the Society is called up or paid in advance of calls, notice of such calls or payment shall be given to the Department, Corporation, or other body or person, so long as the loan to be secured, or any part thereof, is outstanding, and that the amount received on foot thereof shall, if and when the Department, Corporation, other body or person so require, be paid by the Society to the Department, Corporation, other body or person, and be applicable in or towards payment of the money owing on foot of the loan to be secured; and/or

(d) By bonds, agreements or promissory notes; and/or

(e) By Loan Guarantee Shares in accordance with the provisions of Rule 73

The Committee of Management may not obtain a loan of more than £200.00 per member in total at any time without the approval of the majority of shareholders present and voting at a special general meeting convened for this purpose.

18. Should any member of the Committee become personally liable for any debt incurred on behalf of c the Society he shall not be removed from office or be subject to retirement without his prior consent in writing unless either (a) his liability has ceased, or (b) the Committee shall, prior to the date on which his retirement or removal from office would otherwise become effective, have obtained from the creditor or creditors whose debts have been guaranteed by such member an absolute release of all the obligations of such member under his guarantee.

VI.- INVESTMENTS, LOANS TO MEMBERS, Etc.

20. The Committee may invest any portion of the Society's capital as follows:-

(I) In any security in which Trustees are for the time being by law authorised to invest.

(II) In the shares of, loans to, or deposits with any other registered society or company, provided such society or company shall be one with limited liability.

(III) As loans to credit societies registered under the Friendly Societies Act or to societies registered under the Industrial and Provident Societies Acts.

(IV) In advances to members of the Society on the security of real or personal property, subject to the following conditions:-

(a) Loans, when approved by the Committee, shall be granted to members who are able to obtain two sureties approved by the Committee, or who can give such other security as the Committee deem to be sufficient. Loans shall only be granted for some profitable or productive purpose, or one which in the opinion of the Committee, will effect a saving or economy to the borrower. All money lent to members shall be applied to such purposes as the Society or its Committee of Management may approve.

(b) No member who is indebted for money lent to him by the Society shall be accepted as surety for another member requiring a loan, unless the Committee are unanimous that it is safe to do so.

(c) A member desiring to obtain a loan shall fill up a form stating the object for which the loan is intended, the term for which it is required, whether it is proposed to repay the loan by instalments, the names and addresses of the sureties who will sign with him any agreement or promissory note, or such other security as may be offered by the borrower. The application, if forwarded to the Secretary not less than two days prior to a meeting of the Committee, and, if found to be in order, shall be considered at that meeting.

(d) If the Committee are satisfied with the trustworthiness of the applicant, the sufficiency of the security offered, the profitableness by productiveness or saving which the use of the loan may effect, and if they have sufficient funds under their control, they may sanction the loan.