COMPANIES ACT 2014

CONSTITUTION OF A COMPANY LIMITED BY GUARANTEE

CONSTITUTION

OF

NASC, the MIGRANT AND REFUGEERIGHTS CENTRE

  1. The name of the Company is: "Nasc, the Migrantand Refugee Rights Centre Company Limited by Guarantee" ("Nasc").
  1. Nasc is a company limited by guarantee, registered under Part 18of the Companies Act 2014.

INTERPRETATION

  1. The provisions of the 2014 Act which are stated therein to apply to a company limited by guarantee (or a CLG as that term is defined in the 2014 Act), save to the extent that its constitution is permitted to provide or state otherwise, will apply to Nasc subject to the alterations contained in this Constitution, and will, so far as not inconsistent with this Constitution, bind Nascand its Members.
  1. None of the Optional Provisions of the 2014 Act shall apply unless they are expressly included in this Constitution.
  1. Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing the masculine include the feminineand neuter genders and vice versa, and words importing persons include corporations.
  1. Headings are inserted for convenience only and do not affect the construction or interpretation of this Constitution.
  1. Unless the context otherwise requires, reference to Articles and to paragraphs are to this Constitution and the paragraphs of this Constitution.
  1. Unless the context otherwise requires, reference to a "person" include natural persons, legal persons, firms and bodies corporate.
  1. Definitions - In this Constitution, unless the context otherwise requires:

"Nasc" means "Nasc Ireland, the Migrantand Refugee Support Centre Company Limited by Guarantee";

the "2014 Act" means the Companies Act 2014;

the "Acts" means the 2014 Act and every statutory modification, replacement and re-enactment thereof for the time being in force;

"Articles" means the Articles of Association in this Constitution;

the "Board of Directors" means the board of directors of Nascfor the time being;

"Secretary" means any person or persons appointed to perform any of the duties of the Secretary of Nasc;

"Month" means calendar month;

"Member" means a Member of Nascas defined in this Constitution;

the "Office" means the registered office of Nasc;

“Optional Provisions” means the provisions under the 2014 Act that are not mandatory; and

the "State" means Ireland.

OBJECTS

  1. The main object of Nasc is to provide an integrated information and support service to asylum seekers, refugees, migrants and ethnic minority communities in Ireland and to promote integration and anti-discrimination policies and practices.
  1. The following objects set out hereafter are exclusively subsidiary and ancillary to the main object set out at 10 above and these objects are to be used only for the attainment of that main object and any income generated therefrom is to be applied for the main object only:
  1. To provide an information and advice service to asylum seekers, refugees, migrants and ethnic minority communities in Ireland;
  1. To uphold and vindicate the rights of refugees, asylum seekers, migrants, and their families in Ireland;
  1. To advocate for the vindication and promotion of the rights of the rights of asylum seekers, refugees and ethnic minorities;
  1. To engage with our target communities to identify and implement a range of supports and services that foster and promote the effective integration of migrants, refugees, asylum seekers, and ethnic minorities;
  1. To liaise and work in partnership with relevant official and voluntary bodies, locally, nationally and internationally to achieve Nasc ’s mission;
  1. To develop anti-racism programmes, campaigns and initiatives;
  1. To participate in policy development on issues relating to asylum and immigration law and policy;
  1. The doing of all such other things that appears to Nasc to be requisite, advantageous or incidental or to facilitate, the attainment of the above objects and is not inconsistent with any enactment.

POWERS

  1. The powers of Nasc are as follows:
  1. To furnish and provide Nasc's property with such furniture implements, machinery and conveniences as Nasc may think desirable;
  1. To raise funds and help raise funds for any charitable purpose;
  1. To carry on any business which may seem to Nasc 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 Nasc's property, rights or interests;
  1. 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;
  1. To acquire by purchase, exchange, lease, fee farm grant 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 Nasc in cash or debentures or obligations of Nasc, whether fully paid or otherwise, or in any other manner;
  1. 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 Nasc, 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 Nasc's holding company or a subsidiary or associated company;
  1. To carry on any other business which may seem to Nasc capable of being conveniently carried on in connection with the main object;
  1. 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 Nasc 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 Nasc, or possessed of property suitable for the purposes of Nasc, 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;
  1. To promote any company for the purpose of acquiring all or any of the property or liabilities of Nasc, or if undertaking any business or operations which may appear likely to assist or benefit Nasc or to enhance the value of or render more profitable any property, assets or business of Nasc, or for any other purpose which may see directly or indirectly calculated to benefit Nasc;
  1. To accumulate capital for any purposes of Nasc, and to appropriate any of Nasc's assets to specific purposes, either conditionally or unconditionally prior permission to be obtained from Revenue where it is intended to accumulate funds for a period in excess of two years;
  1. To enter into arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to Nasc's main object 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;
  1. 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 of the undertaking, property, assets and rights of Nasc, both present and future, and generally in such other manner and on such terms as may seem expedient, and to issue any of Nasc'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 Nasc of any obligation or liability it may undertake, and to redeem or pay off any such securities;
  1. To create, maintain, invest and deal with any reserve or sinking funds for redemption of obligations of Nasc, or for depreciation of works or stock, or any other purpose to advance the main object of Nasc;
  1. To procure Nasc to be registered or recognised in any foreign country or place;
  1. To pay all or any expenses of, incidental to or incurred in connection with the formation and incorporation of Nasc and the raising of 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 Nasc;
  1. 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 Nasc's main object by any person or company;
  1. To do all such other things as may be deemed incidental or conducive to the attainment of the above objects; and
  1. 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.

INCOME AND PROPERTY

  1. The income and property of Nasc however derived shall be applied solely towards the promotion of the main objects of Nasc as set forth in this Constitution, 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 Nasc. Subject as hereinafter provided, no director shall be appointed to any office of Nasc paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from Nasc provided that nothing shall prevent any payment in good faith by Nasc of:
  1. reasonable and proper remuneration to any officer or servant of Nasc (not being a director) in return for any services actually rendered to Nasc;
  1. interest at a rate not exceeding 1% per annum on money lent above the Euro Interbank Offered Rate (Euribor) per annum on money lent by directors or other Members of Nasc to the Company;
  1. reasonable and proper rent for premises demised and let by any Member of Nasc (including any director) to Nasc;
  1. reasonable and proper out of pocket expenses incurred by any director in connection with the performance of his or her duties as a director of Nasc;
  1. fees, remuneration or other benefit in money or money's worth to any company of which a director may be a member not holding more than a one-hundredth part of the issued capital of such company; or
  1. Nothing shall prevent any payment by the Company to a person pursuant to an agreement entered into in compliance with section 89 of the Charities Act, 2009 (as for the time being amended, extended or replaced).

LIABILITY

  1. The liability of the Members is limited.

OBLIGATIONS ON MEMBERS

  1. Every Member of Nasc undertakes to contribute to the assets of Nasc, if Nasc is wound up while he or she is a Member or is wound up within one year after the date on which he or she ceases to be a Member, for:
  1. the payment of the debts and liabilities of Nasc contracted before he or she ceases to be a Member, and the costs, charges and expenses of winding up; and
  1. the adjustment of the rights of contributories among themselves,

such amount as may be required, not exceeding €1.

WINDING UP

  1. If upon the winding up or dissolution of Nasc there remains, after satisfaction of all debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the Members of Nasc. Instead, such property shall be given or transferred to someother charitable institution or institutions having main objects similar to the main objects of Nasc. The institution or institutions to which the property is to be given ortransferred shall prohibit the distribution of their income and property among their membersto an extent at least as great as is imposed on Nasc under or by virtue of Clause 16 hereof. Members of Nasc shall select the relevant institution or institutions at orbefore the time of dissolution, and if and so far as effect cannot be given to such provisions,then the property shall be given or transferred to some charitable object with the agreementof the Charities Regulatory Authority of Ireland. Final accounts will be prepared and submitted that will include asection that identifies and values any assets transferred along with the details of therecipients and the terms of the transfer.

ADDITIONS, ALTERATIONS AND AMENDMENTS

  1. Any addition, alteration or amendment to the Constitution shall be made by special resolution of Nasc. Nasc will ensure that the Charities Regulator has a copy of its most recent Constitution. If it is proposed to make an amendment to the Constitution of the Company which requires the prior approval of the Charities Regulator, advance notice in writing of the proposed changes must be given to the Charities Regulator for approval, and the amendment shall not take effect until such approval is received.
  1. No alteration or amendment shall be made to the name of Nasc for the time being, without the prior approval of the Charities Regulatory Authority of Ireland.

ANNUAL ACCOUNTS

  1. Annual accounts shall be kept and made available to the Revenue Commissioners on request.

ARTICLES OF ASSOCIATION

The following Regulations shall apply to Nasc.

MEMBERS

  1. The number of Members with which Nasc proposes to be registered is fifty. At no time, shall the number of Members be less than three.
  1. Subject to any resolution of the Board of Directors to increase the limit on the number of Members, the maximum number of Members is fifty.
  1. The subscribers to the Constitution and such other persons as Nasc at its absolute discretion may admit to Membership, shall be Members of Nasc.
  1. Save as herein provided, no person shall be admitted a Member of Nasc unless such person is first approved by the Board of Directors of Nasc and the Board of Directors shall have full discretion as to the admission of any person to Membership. Nasc may delegate its powers of admission to the Board of Directors or another committee.
  1. In addition to existing Members of Nasc, the following may be admitted to Membership:

•Ordinary Membership shall be open to any individual (“Ordinary Members”); and

•Associate Membership shall be open to organisations (“Associate Members”).

  1. Approval for Membership is subject to such terms and conditions as shall be laid down from time to time by or pursuant to the Articles. Admission to Membership will be subject to a once-off fee, which shall be set by Nasc.
  1. A Member of any class may by notice in writing to the Secretary of Nasc resign his Membership of Nasc.
  1. Membership of Nasc shall automatically cease on any Member's death.
  1. Members may, by a resolution of the directors, be expelled from Membership provided that he shall have been given notice of the intended resolution for his expulsion and shall have been afforded an opportunity of giving orally or in writing to the directors any explanation or defence as he may think fit, in the following circumstances:
  1. if any Member shall refuse or wilfully neglect to comply with any of the Articles; or
  1. if any Membershall have been guilty of such conduct as in the opinion of the directors either shall have rendered him unfit to remain a Member of Nasc or shall be injurious to Nasc; or
  1. if the directors shall for any other good reason require that a Member shall be expelled.
  1. Notice under this Article shall be deemed to have been served if it is sent by post or email in accordance with the provisions set out in the 2014 Act, or a notice has been placed in a national newspaper, whether or not the notice is actually received and/or read by the Member intended to be served with such notice.
  1. Ordinary Members shall be entitled to receive notice of and to attend, speak and vote at general meetings. Associate Members shall be entitled to receive notice of and to attend and speak at general meetings but shall not be entitled to vote thereat.
  1. The directors may require a Member to resign his or her Membership by serving notice upon the Member terminating his or her Membership to expire no earlier than the date of service of the notice of termination.

OBLIGATIONS ON MEMBERS

  1. Each AssociateMember may respectively appoint one individual person (being a Member of or employed by such Member) to represent it at meetings of Nasc and may at any time and from time to time remove such representative and appoint another individual to represent it in his or her stead. In the event of such individual person ceasing to be a Member of or employed by the Associate Member, which he or she represents, he or she shall forthwith cease to be a representative of such Associate Member and the AssociateMember shall notify Nasc of the new representative.
  1. Individual Membership of Nasc shall be personal to the Member and shall not be transferable or transmissible by the act of the Member or by operation of law.
  1. Every Member shall further, to the best of his or her ability or its ability, the objects, interests and influence of Nasc and shall observe all regulations of Nasc made pursuant to the powers in that behalf hereinafter contained.
  1. Members are not entitled to legally bind or otherwise commit Nasc financially or in any other way. For the avoidance of doubt, Members may not purport to speak on behalf of, or represent, Nasc in any way, unless approved in advance by the Board of Directors.

BOARD OF DIRECTORS