CUMANN SEANCHAIS CHLOCHAIR

CLOGHER HISTORICAL SOCIETY

RESOLUTION OF ADOPTION

WHEREAS Cumann Seanchais Chlochair / Clogher Historical Society has desired for some time to renew and update its Constitution

And

WHEREAS the members of Cumannn Seanchais Chlochair / Clogher Historical Society desire to have the Society registered as a Charity with the relevant authorities

And

WHEREAS the members of Cumann Seanchais Chlochair / Clogher Historical Society, having always acknowledged the efficient manner in which the affairs of the Society have been administered, do now desire that its Constitution should reflect modern, legal and organisational requirements so as to enhance the role and status of the Society,

And

WHEREAS it being the Golden Jubilee Year of the Society’s foundation

IT IS RESOLVED

That the Constitution of Cumann Seanchais Chlochair / Clogher Historical Society, as submitted to this Special General meeting, held in the town of Clogher on Friday, 9 August 2002, is hereby adopted and enacted and shall henceforth, until otherwise determined by the appropriate body, be the Instrument for organisation of the good government of the Society.

Dated this 9th Day of August 2002

Signed on behalf of the Society:

PRESIDENT    Jack Johnston

CHAIRPERSON    + Joseph Duffy

HONORARY SECRETARY       June Browne

HONORARY TREASURER      Gary Carville

Part (B)

ARTICLES OF THE SOCIETY

TITLE, OBJECTS & STATUS:

1. The name of the Society is the Clogher Historical Society or Cumann Seanchais Chlochair, (hereinafter called ‘the Society’).
2. The aims of the Society are:
(i) to promote the study of local history in the diocese of Clogher, that is in the counties of Monaghan, Fermanagh, and parts of South and West Tyrone and South Donegal together with parts of Counties Cavan and Louth.
(ii) to promote interest in and study of historical links between the diocese and other regions in Ireland, Europe and elsewhere.
(iii) to interact with other local historical groups and bodies within the diocese, where possible, with a view to promoting interest in the study of our history.
3. The Society is a charitable society. Its membership and resources shall be utilised for and dedicated solely to the aims of the Society.
4. The Society is non-political and non-sectarian.

PUBLICATIONS & ACTIVITIES:

5.
(i) The journal of the Society is the Clogher Record.
(ii) The Society may publish, or be associated with publication, from time to time, of other such publications or media which conform to the aims of the Society.
6. The Society may organise and sponsor lectures, field outings, studies and other initiatives which aim to promote the study and appreciation of the history of the diocese and which conform to the aims as set out in Article 2 hereof.

MEMBERSHIP:

7.    
(i)    The granting of all classes of membership shall be vested in the Executive Committee of the Society (hereinafter called the ‘Executive Committee’).
(ii)    The classes of Membership shall be:
(a) Institutional
(b) Ordinary
(iii))    Institutional Membership shall be confined to those libraries, museums, educational institutions, religious houses, public bodies and organisations who apply for membership. The term of membership is for one membership year. An Institutional Member shall be deemed to be a Body Corporate and shall have only one vote at Annual General or General Meetings of the Society.
(iv)    Ordinary Membership is open to those who apply to join the Society. The term of membership is for one membership year. Each member shall have one vote at Annual General or General Meetings of the Society.
(v)    The annual subscription for membership of the Society shall be paid to the Honorary Secretary, who shall cause a record of the member’s name and address and details of payment to be kept. Power to determine the rate of annual subscription for each class of membership is vested in the Executive Committee.
(vi)    Membership of the Society becomes effective once the Honorary Treasurer receives the member’s annual subscription, i.e. when it is received in a bank account of the Society. Membership remains in effect until the next due date for Annual Subscription.
(vii)    The ‘due date’ for annual subscription is January 1st of each year.
(viii)    The ‘membership year’ shall be a calendar year, that is January to December.
(ix)    The Executive Committee may make provision for credit card, direct debit, and electronic payment of annual subscriptions.
(x)    The list of paid-up members shall be published in the Clogher Record.
(xi)    In exceptional circumstances, where an application for membership is refused by the Executive Committee, an explanation shall be given to the applicant through the Honorary Secretary.

OFFICERS:

8. The Officers of the Society shall be (a) The President, (b) Chairperson, (c) Honorary Secretary, (d) Honorary Treasurer, (e) Honorary Editor and (f) Honorary Public Relations Officer.
9. The Executive Committee, on an annual basis, shall elect the President. He/she shall take office at the Annual General Meeting of the Society and hold office until the completion of the next Annual General Meeting. The President shall chair the Annual General Meeting and General Meetings and shall also preside at any general function of the Society which He/she attends. He/she shall also represent the Society at other functions.
10. The Chairperson shall chair the Executive Committee and shall report to the members of the Executive Committee in the first instance and to the Annual General Meeting of the Society or a General Meeting of the Society. He/she shall also ensure the co-ordination of all the work of the Executive Committee and its Sub Committees. In addition, the Chairperson shall act at functions or meetings (including the Annual General Meeting) in the event of the President being absent.
11. The Chairperson may appoint any member of the Executive Committee to act as Vice-Chairperson. The term of a Vice-Chairperson shall be for the term of the Executive Committee. A Vice-Chairperson, so appointed, shall preside when the Chairperson is not available to carry out the functions of that office. If neither the Chairperson or Vice-Chairperson is available, the Executive Committee may elect another member to act as Chairperson pro tem.
12. The Honorary Secretary of the Society shall deal with all administrative matters concerning the work of the Society. The Honorary Secretary shall also arrange for the presentation of an Annual Report on the activities of the Society.
13. The Honorary Secretary shall take responsibility for the promotion, recording and administration of membership matters, in accordance with good practice and the provisions of this Constitution.
14. The Honorary Secretary shall take responsibility for ensuring that adequate insurance cover is put in place for Society activities and property.
15. The Honorary Secretary may arrange to have persons employed to assist with the clerical and administrative duties. The Executive Committee must approve the terms of such employment.
16. The Honorary Secretary may co-opt as an Assistant Secretary, any member of the Executive Committee to take charge of any aspect of the planning and organisation of events or other such matters as may be assigned, from time to time by the Executive Committee. The term of an Assistant Secretary shall be for the term of the Executive Committee.
17. The Honorary Treasurer shall take charge of all financial matters of the Society and shall keep proper financial records. He/she shall arrange to have an audited financial statement of the Society presented to the Annual General Meeting.
18. The Honorary Public Relations Officer shall act as the Press Officer of the Society and shall keep the members of the Society informed of events and activities. He/she shall also utilise, insofar as possible, all means of communications to promote the work of the Society. A Communications Sub-Committee may assist him/her if the Executive Committee so determines.
19. The Honorary Editor shall be responsible for the editing of the Clogher Record and any other publication which the Society may publish. An Editorial Sub-Committee may assist him/her if the Executive Committee so determines.
20. The Triennial General Meeting shall, subject to the provisions of this Constitution, elect the Officers of the Society, with the exception of the President, that is every three years.
21. Each Officer shall report to the Executive Committee and, through it, to the Annual General Meeting or General Meeting of the Society.

THE EXECUTIVE COMMITTEE:

22. The Executive Committee of the Society shall consist of:
(i)    The 6 Officers of the Society set out in Article 8 hereof.
(ii)    10 Ordinary members elected by the Triennial General Meeting on the basis of Regional representation throughout the diocese. The Executive Committee shall determine the basis for such regional representation at least one month prior to the Triennial General Meeting. The procedures governing the election of Committee members shall be in accordance with the provisions of this Constitution.
(iii)    Up to 5 other members who may be co-opted by the incoming Executive Committee following the Triennial General Meeting. Co-opted members may be Ordinary members or representatives of Institutional Members.
23. The Executive Committee shall hold office for three years. It shall cease to hold office at the completion of the next Triennial General Meeting whereupon a new Executive Committee shall take office, having been duly elected by that Triennial General Meeting in accordance with the provisions of this Constitution.
24. The Executive Committee shall be responsible for the business and affairs of the Society and it shall be the controlling body of the Society, including any property held in the name of the Society. It shall also have powers of interpretation of this Constitution. The Executive Committee members shall act with collective responsibility.
25. It shall be the sole right of the Executive Committee to fill casual vacancies among the Officers of the Society between Triennial General Meetings and also to fill casual vacancies among the membership of the Executive Committee. In the event that a duly appointed Vice-Chairperson or Assistant Secretary vacates his or her post between Triennial General Meetings, the vacancy shall be filled in accordance with Articles 11 and 16 hereof.
26. The Executive Committee of the Society shall meet at least twice annually.
27. The quorum for meetings of the Executive Committee shall be seven members of the Executive Committee.
28. Any member who shall have absented himself or herself from more than three consecutive meetings of the Executive Committee without reasonable explanation, shall be considered to have vacated his or her post.
29. A special meeting of the Executive Committee shall be called by
(a)    the Honorary Secretary or
(b)    the Honorary Secretary within three days of the receipt by him or her of a requisition, duly signed by 7 members of the Executive Committee and setting out the purpose for which the meeting is being called.
30. It shall be the sole right of the Executive Committee to establish Sub-Committees and to make appointments to such Sub-Committees. The Executive Committee shall determine Terms of Reference for Sub-Committees. It shall retain power in such matters as it determines necessary for the general welfare of the Society. The Chairperson and Honorary Secretary of the Society shall be ex-officio members of all sub committees, but not necessarily the convenors of such Sub-Committees.
31. The Executive Committee may delegate plenary powers to a Sub Committee.
32. The Executive Committee is empowered to deal with technical issues associated with revenue and legal authority and to make any consequent amendments.

VOTING:

33. Voting at elections held at Triennial General Meetings shall be by Secret Ballot.
34. For the purposes of Voting at Annual General Meetings or General Meetings of the Society, each member, whether Ordinary or Institutional, shall have one vote.
35. Elections for Officers and Executive Committee members held at Triennial General Meetings shall be based on the Proportional Representation System – Single Transferable Vote. Only the votes of those present and validly voting can be used to determine a quota.
36. Voting at General Meetings of the Society shall be by show of hands unless a majority of those present and voting determine, by show of hands, or alternatively, the President, in his/her absolute discretion, determines that a secret ballot shall take place.
37. The presiding Chairperson at any General Meeting or Executive Committee or Sub-Committee meeting shall have a second or casting vote in the event of a tie.

GENERAL MEETING:

38. A General Meeting of the Society may be convened by the Honorary Secretary.
39. The President shall preside and chair General Meetings of the Society.
40. Twenty five Ordinary or Institutional members shall constitute a quorum for a General Meeting.

ANNUAL GENERAL MEETING:

41. The Annual General Meeting shall take place on a date and at a place to be determined by the Executive Committee, provided that not more than 15 months shall have elapsed since the last Annual General Meeting.
42. The Annual General Meeting of each third year shall, for the purposes of this Constitution, be deemed to be the Triennial General Meeting of the Society.
43. Only those paid up Ordinary and Institutional members on the Register of Members on December 31st of the previous year (i.e. the year prior to the Annual General Meeting) may be entitled to vote at the Annual General Meeting.
44. Notice of the Annual General Meeting shall be forwarded to all paid up Ordinary and Institutional members on the Register of Members of the Society as at December 31st of the previous year by not later than 14 days before the date of the Annual General Meeting.
45. In a year when the Annual General Meeting is deemed to be the Triennial General Meeting the following provisions shall apply:
(i)    candidates for election to the posts of Officers (other than President) and the number of members to be elected by the Triennial General Meeting to the Executive Committee must be nominated in writing by at least two Ordinary or Institutional members.
(ii)    the required number of nominations for a candidate must be in the hands of the Honorary Secretary of the Society not later than 7 days prior to the Triennial General Meeting. For the purposes of this section, the date of the Triennial General Meeting shall be ‘Day Number One’.
(iii)    A validly nominated candidate shall be informed by the Honorary Secretary of the fact that He/she is nominated and must indicate to the Honorary Secretary or to the Triennial General Meeting a willingness to go forward for the position.
46. The Triennial General Meeting may, by Resolution, delegate the election of some Officers or Executive Committee members to the incoming Executive Committee, provided that at least 9 of the posts to be filled by the Triennial General Meeting have been filled. In such cases, the Executive Committee shall carry out such a request at its first meeting following the Triennial General Meeting, or as soon as is practicable thereafter.
47. Business to be laid before the Annual General Meeting shall include:
(i)    Minutes of previous Annual General Meeting
(ii)    Annual Report submitted by the Honorary Secretary
(iii)    Annual Financial Statement
(iv)    Election of Officers and Members of Executive Committee (at Triennial General Meetings only)
(v)    Amendments to Constitution
(vi)    Notices of Motion
(vii)    Appointment of Auditors
(viii)    Installation of New President of the Society.
48. The Annual Lecture or a similar event shall follow the Annual General Meeting.
49. If there is to be an Annual General Meeting of any Company Incorporated for the purposes of furthering the aims of the Society, pursuant to Articles 51 to 56 hereof, that Annual General Meeting shall take place after the Annual General Meeting of the Society, unless the Annual General Meeting of the Society so determines otherwise.
50. For the purposes of elections, Twenty Five (25) Ordinary or Institutional members shall constitute a quorum for the Triennial General Meeting.

INCORPORATION:

51. The Society may be formed into a Limited Company for the purposes of legal status. Such Companies shall be limited by share capital or guarantee as determined by the Executive Committee of the Society from time to time and ratified by a General or Annual General meeting of the Company concerned.

52. It shall be the responsibility of the Directors of the Companies to ensure that the statutory requirements of the Companies are complied with. The Directors shall report to the Executive Committee from time to time on any matters which pertain to the wellbeing and development of the Society. The Executive Committee may convene the Directors to meet, if deemed appropriate.

53. Directors of any Companies so formed in compliance with this Article shall be appointed by the Annual General Meeting of the Company. Such an Annual General Meeting shall be held on the same date as the Annual General Meeting of the Society unless the Annual General Meeting of the Society so decides otherwise.

54. Any Directors of any Company formed for the purposes of Society business must be paid up Ordinary members of the Society.

55. The Executive Committee of the Society shall have the power to nominate Directors to the AGM of the Company provided that such nomination is put before the said AGM of the Company by members of the Executive Committee, in their role as members of the Society and Company, for ratification.

56. All paid up Ordinary members of the Society shall be deemed to be members of the Companies formed for the purposes of this Constitution.

EMPLOYMENT:

57. The Society may employ persons to carry out specific tasks or research on its behalf. Such employment may be on a full-time or part-time basis. The terms of such employment must be authorised and approved by the Executive Committee.

ASSETS & TRUSTEES:

58. The Society shall have power to acquire and hold and to sell, lease, mortgage or charge real and personal property. The real property shall be vested 7 members of the Society who shall hold same in accordance with the Aims and Constitution of the Society and rules thereof, and subject to the covenants and conditions contained in the approved Declaration of Trust and who shall sell, lease, mortgage or charge the said property when directed to do so by the Executive Committee of the Society, subject to the approval of a General Meeting or Annual General Meeting of the Society.
59. The personal property of the Society shall be vested in the Chairperson, Honorary Secretary and Honorary Treasurer for the time being of the Society who shall hold same in trust for the Society. The said Trustees shall invest the funds of the Society in accordance with the directions of the Executive Committee of which an entry in the Minute Book of the Society shall be conclusive evidence.
60. A Bank Account or Bank Accounts shall be opened by the Executive Committee in the name of the Society and all cheques drawn on the Account or Accounts shall be signed by the Honorary Treasurer and another authorised Executive Committee member, an entry in the Minute Book of the Society being conclusive evidence of such authority being granted. The Society may operate its Bank Accounts by means of electronic banking, provided that safe and secure procedures are put in place under the authority of the Executive Committee.
61. The Society shall indemnify and save harmless a Trustee in respect of any out of pocket expenses, bona fide incurred by him or her in or about the execution of his or her trust or powers.
62. In the event of the Society being wound up, no member of the Society may benefit financially from the distribution of assets and funds. Any balance of funds shall be distributed to a charity which conforms to the broad aims of the Society, as determined by a General Meeting.

ALTERATION OF RULES:

63. Proposals for Alterations and additions to this Constitution may be made only at the Annual General Meeting or at a Special General Meeting called for the purpose.
64. Notice of proposed amendments to the Constitution shall be given to the Honorary Secretary on or before December 31st in any year and such proposals shall be put before the subsequent Annual General Meeting. Notice of intention to change the Constitution must be given to all members by the Honorary Secretary at least 14 days before the meeting.
65. The Executive Committee shall have the power to put forward Amendments to the Constitution and shall have the power to instruct the Honorary Secretary to convene a General Meeting to adjudicate on such proposed amendments, if it deems such a course to be necessary. All members shall be given 14 days notice of such a General Meeting.
66. An amendment or addition to this Constitution may only become effective when passed by a two-thirds majority of the members present and voting at an Annual General Meeting or at a General Meeting called for the purpose.

IMPLEMENTATION:

67. As soon as possible after the adoption of this Constitution, the Executive Committee of the Society is empowered to and shall make arrangements for the full implementation of the provisions of the Constitution, including the declaration of the first Triennial General Meeting and the formation of Company or Companies as required by Statute and the Honorary Secretary shall communicate this declaration to the Registrar of Charitable Societies.

68. For a period of 12 months from the date of the Annual General meeting following the adoption of this Constitution, the Executive Committee shall be empowered to make any technical amendments to this Constitution, upon legal, revenue or other professional advice as the Executive Committee may seek.

INCOME AND PROPERTY:

69. The income and property of the body, shall be applied solely towards the promotion of its main object(s) as set forth in this Constitution. No portion of the association'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 association. No Officer shall be appointed to any office of the association paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the association. However, nothing shall prevent any payment in good faith by the association of:
a) reasonable and proper remuneration to any member of the association (not being an Officer) for any services rendered to the association;
b) interest at a rate not exceeding 5% per annum on money lent by Officers or other members of the association to the association;
c) reasonable and proper rent for premises demised and let by any member of the association (including any Officer) to the association;
d) reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the association;
e) fees, remuneration or other benefit in money or money's worth to any Company of which an Officer may be a member holding not more than one hundredth part of the issued capital of such Company.

WINDING-UP:

70. If upon the winding up or dissolution of the association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the association. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the association. The institution or institutions to which the property is to be given or transferred 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 association under or by virtue of Clause…69…hereof. Members of the association shall select the relevant institution or institutions at or before 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.

KEEPING OF ACCOUNTS:

71.
Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.

ADDITIONS, ALTERATIONS OR AMENDMENTS:

72. No addition, alteration or amendment shall be made to or in the provisions of this Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.

Signed on behalf of the Society:

PRESIDENT    Larry McDermott

CHAIRPERSON    + Joseph Duffy

HONORARY SECRETARY    June Browne

HONORARY TREASURER    Gary Carville

Dated this 28th Day of November 2005