Leinster Hockey Association

Articles of Association

ARTICLES OF ASSOCIATION OF THE LEINSTER HOCKEY ASSOCIATION LIMITED [The Company]

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

DEFINITIONS

1. In these Articles the following expressions shall have the following meanings unless inconsistent with the subject or context:-

The ActsThe Companies Act 1963 to 2009 and every statutory modification amendment or re-enactment thereof for the time being in force

The ActMeans The Companies Act, 1963

The BranchThe Leinster Hockey Association Limited. The Branch is affiliated as a province to the Irish Hockey Association (IHA), hereinafter referred to as the “Branch”.

The IHA The Irish Hockey Association or other such Association with which the IHA may amalgamate or be replaced by.

Hockey The sport of hockey, both Field and Indoor, in all its forms, but always excluding Ice Hockey and Street/Roller Hockey.

The Province The Province of Leinster in Ireland

The DirectorsThe directors for the time being of the Branch 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

The Management Committee Those persons of the Branch elected at General Meeting by the members of the Branch to serve as Committee members. Members of the Management Committee shall be deemed to be Directors of the Branch as defined in the Acts.

MembersA Club admitted as a member of the Branch in accordance with these Articles and the members of the management committee elected from time to time. A new club must tender the application fee, submit the application form, and be admitted by the Board of Directors.

ClubA group of people so organised to play the sport of hockey who have agreed to be at all times affiliated to the Branch. Where a Club has a Men’s section and a Ladies’ section then each section is deemed to be a Club.

The PresidentThat person who has been elected as president for the time being, in accordance with Article 40 in a General Meeting, to perform the duties of Chairperson of the Management Committee.

The Vice-presidentThat person elected at General Meeting, in accordance with Article 39, to deputise for the president and is nominated to succeed the president without further vote.

The SecretaryThe person electedto perform the duties of the Secretary of the Branch;

The SealThe common seal of the Branch.

The OfficeThe registered office for the time being of the Branch.

MonthCalendar month

In writingExpressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, computer technology, lithography, photography and any other modes of representing or reproducing words in a visible form.

Bye-LawsThe sets of Rules covering the day-to-day governance of the Branch and or its constituent parts.

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 Branch.

Words importing the singular include the plural and vice versa.

Words importing the masculine gender shall include the feminine gender and vice versa.

  1. The Branch is established for the purpose expressed in the Memorandum of Association.

MEMBERS

  1. The number of members with which the Branch proposes to be registered is unlimited.
  1. The directors for the time being are members of the Branch and shall at all General Meetings of the Branch have one vote each and
  1. All hockey clubs situated in the Province and such other clubs as may be approved by the Branch are eligible for membership of the Branch. The present clubs which are members of the Leinster Ladies Hockey Union Limited and The Leinster Branch IHA and the South East Branch IHA are deemed to be members of the Branch. Every Club which wishes hereafter to become a member shall deliver to the Branch an application for membership in such form and shall contain such particulars as the Directors may from time to time determine executed by it, together with the current affiliation fee. All clubs shall be bound by the Memorandum of Association and Articles of Association of the Branch and the relevant Bye-Laws of the Branch.
  1. The Honorary Members appointed by Article 9 hereof.
  1. Any member wishing to withdraw from the Branchshall notify the Secretary [in accordance with Article 8 hereof]in writing but shall remain liable for its subscription for the then current year and shall remain liable for any moneys due to the Branch and refund any grant given to the member by the Branch or relieve the Branch of any Guarantee given to the member. Any club may be removed from the membership of the Branch by a resolution of the members in General Meeting passed by a majority of not less than 67% of those present and entitled to vote and voting of which not less than fourteen days notice in writing specifying the intention to propose such resolution and the grounds therefor shall have been given to the member concerned as well as to all the members of the Branch at which the member concerned shall have been given an opportunity to be heard on its behalf.
  1. Subject to Article 7 supra a member of the Branchmay withdraw from the Branch on giving not less than 28 clear days notice to the Branch. Withdrawal shall not be effective unless the Directors are satisfied that it has been executed by a person duly authorised to act on behalf of the Club. Membership shall not be transferable.
  1. The directors may appoint as Honorary Members any person who in the opinion of the Directors has given distinguished service to the sport of hockey. The Directors shall also have the power, at their unfettered discretion, to remove from the roll of Honorary Members any person enrolled in this category referred to in this Article at any time. At any one time there shall not be more thantwenty-fiveHonorary Members.
  1. The Outgoing President shall be appointed Honorary Vice President for a term of five years.

GENERAL MEETINGS

  1. All General Meetings of theBranch shall be held in the province.
  1. TheBranchshall 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. The Annual General Meeting shall be held not later than the 30th Junein each year.
  1. All General Meetings other than the AGM shall be called Special General Meetings.

CONVENING GENERAL MEETINGS

  1. The Management Committee may convene General Meetings. At least twenty-onedays notice in writing shall be given in writing to all those entitled to vote and attend. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and in the case of an annual General Meeting shall specify the meeting as such. The notice shall be given to all members and to the Directors and if the Branch has an auditor at the time the notice is dispatched to any such auditor. The notice shall also be given to any such other organisation or person(s) as specified, from time to time, by the Directors.
  1. The accidental omission to give notice of a meeting, or the non-receipt of such notice, to any person entitled to receive notice thereof shall not invalidate any resolution passed at any meeting.
  1. Special General Meetings may also be convened on the requisition of the Management Committee or at least thirty three percentofaffiliated clubs. A special General Meeting shall be convened within twenty one days of the receipt of such requisition. The requisition shall set out the purpose for which the special meeting is to be convened, and when made otherwise than the Management Committee shall be accompanied by a fee as determined in the Bye-Laws of theBranch. The fee shall be retained by theBranch unless the special General Meeting decides otherwise.

PROCEEDINGS AT GENERAL MEETINGS

  1. The President of the Branch shall act as chairperson at General Meetings. In his absence the Vice President shall take the chair. In the absence of the president and vice-president the meeting shall elect a director as chairperson.
  1. The quorum for a General Meeting shall be twenty-five members entitled to attend and vote exclusive of members of the Management Committee. No business shall be transacted unless a quorum of members is present.
  1. If a quorum is not present within thirty minutes of the appointed time the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned until a suitable date, within twenty one days of the adjourned meeting, has been set by the Management Committee.
  1. The meeting Chairperson may adjourn the meeting from time to time and from place to place, with the consent of any meeting at which a quorum is present, if so directed by the meeting, but no business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place.

VOTING AT MEETINGS

  1. The following shall be entitled to attend, speak and vote:

(a) The members of the Management Committee

(b) One authorised delegate of every affiliated club or in the absence of such authorisation the Secretary of the affiliated club.

  1. The following shall be entitled to attend and speak but are not entitled to vote:

The Honorary Members

Honorary Vice Presidents

The Auditor.

Other organisations or persons that have been sent a notice of the meeting by the Directors (as per Article 14.)

  1. Each person present and entitled to vote at a General Meeting of the Branchor of a Management Committee including the chairperson shall have one vote. In the event of a tie in voting the chairperson shall have a second or casting vote. At all meetings voting shall normally be by show of hands but any other suitable method may with the consent of the meeting, by simple majority, be adopted. Each person entitled to vote will be issued with a voting card at the commencement of the meeting or on his arrival after the start of the meeting, having signed the attendance record. Only holders of a voting card may vote by whichever means of voting is determined by the meeting. A simple majority of those present and entitled to vote and voting is required to pass any resolution other than those specified in Article 24.
  1. The following propositions shall require to be passed by at least 75% of the votes of those present and entitled to vote and actually voting:

- Alteration or rescission of resolutions passed at General Meetings of the Branch;

- Proposed alterations to the Memorandum of Association and/or

the Articles of Association, subject to the Acts.

-Any Financial or Investment transaction with a value of €25,000 or greater.

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ADJOURNMENT OF MEETINGS

  1. The chairman of any meeting may, with the consent of a simple majority of those present and entitled to vote and actually voting, adjourn such meeting from time to time and from place to place. No notice of the adjourned meeting or of the business to be transacted thereat other than that given at the time of adjournment shall be necessary.

DIRECTORS

  1. The number of Directors shall not be more than 10 and shall consist of The President, Vice President Secretary, Treasurer five Directors and an ex officio in accordance with Article 27 until and unless determined by the Branch in General Meeting. The minimum number of Directors shall be five. The names of the first directors shall be determined in writing by the subscribers of the Memorandum of Association or a majority of them.
  1. Save the President who may serve as President for 2 years the Vice President who may serve as VicePresidentfor 2 years the other directors may serve for a maximum period of five consecutive years on the Management Committee in any one term.
  1. The Directors will not receive any remuneration unless determined by the Branch in General Meeting. The directors may be paid all travelling, hotel and other reasonable expenses incurred in connection with the business of the Branch.
  1. The Management Committee may from time to time and at any time co-opt any person as a director, either to fill a casual vacancy or by way of addition to the Management committee, provided that the prescribed maximum be not thereby exceeded. Any person so co-opted shall hold office until the date of the next following Annual General Meeting of the Branch.

FINANCIAL and INVESTMENT POWERS

  1. The directors may exercise all the powers of the Branch 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 Branch or of any third party.
  1. Any Financial or Investment transaction with a value of €25,000 or greater may not proceed without the agreement of the members and directors in general meeting under the voting terms set out in Article 24.

POWERS AND DUTIES OF DIRECTORS

  1. The business of the Branch shall be managed by the directors, who may pay all expenses incurred in promoting and registering the Branch, and may exercise all such powers of the Branch as are not by the Act or by these Articles required to be exercised by the Branch 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 Branch in General Meeting: but no direction given by the Branch in General Meeting shall invalidate any prior act of the directors which would have been valid if that direction had not been given.

  1. The directors may from time to time and at any time by power of attorney appoint any Branch, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the Branch 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.
  1. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Branch, 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.
  1. The Directors shall propose the level of affiliation fees for vote at General Meeting in accordance with Article 37 and shall subsequently collectthe agreed affiliation fees and also levies, fines and such other monies as detailed in the Bye Laws due by each member to be used for the continued running of the Branch or the IHA in pursuance of the Objects.
  1. The amounts of affiliation fees and annual subscriptions for the first three years following the setting up of the company shall be set at the discretion of the Management Committee. Thereafter the affiliation fees and annual subscriptions for the year next but one shall be decided by a vote at the Annual General Meeting of the Branch on the recommendation by the Management Committee.
  1. The directors shall cause minutes to be made in books provided for the purpose or recorded in a form falling within the definition of “in writing” as defined in Section 1 above –

(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;

(c) of all resolutions and proceedings at all meetings of the Branch, and of the directors and of

committees of directors.

APPOINTMENT AND RETIREMENT OF DIRECTORS

  1. The Vice-President shall be appointed for a period of up to two years by election at the Annual General Meeting.
  1. The President shall retire after two years in office and will be succeeded in office by the Vice-President. In the event of the Vice-President being unable or unwilling to take up the position of President then the President shall be elected at a General Meeting.
  1. All other Directors shall retire annually and will be eligible for re-election at the Annual general meeting subject to the provisions of Article28 supra.

  1. The Branch may from time to time by ordinary resolution increase or reduce the number of directors.
  1. 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.
  1. The Branch may by ordinary resolution of which extended notice has been given in accordance with section142of the 1963 Act remove any director before the expiration of his period of office, notwithstanding anything in these Articles or in any agreement between the Branch 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 Branch.
  1. The Branch may by ordinary resolution appoint another person in place of a director removed from office under Article44. Without prejudice to the powers of the directors under Article43, the Branch 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.
  1. 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. Three directors may, and the Honorary Secretary on the requisition of three directors 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.
  1. The directors may delegate any of their powers to committees consisting of such member or members 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.

BRANCH SECRETARY