​

1.0 NAME:

1.1 The name of the body is Carrigtwohill Business Association (hereinafter known as

CBA, Business Association, Association etc.).

​

2.0 MAIN OBJECT:

1. 2.1  The main object of Carrigtwohill Business Association is to be a representative body for the business community of Carrigtwohill and it’s hinterland.

2. 2.2  It is the Association’s purpose to promote the interests of businesses located within Carrigtwohill and its hinterlands, through all available marketing opportunities, media outlets etc.

3.0 SUBSIDIARY OBJECTS:

3.1 In furtherance of the Main Objects of this Association, the Association shall have the following subsidiaryobjects:

3.2 to be a Not for Profit voluntary organisation that represents the needs of the business community of Carrigtwohill.

3.3 To engage in any legitimate activity that promotes the needs of local businesses, including: marketing, dissemination of information, referral, seminars, workshops, meetings, publications, sponsorship events, etc.

3.4 To identify appropriate organisations, bodies and individuals with the relevant expertise who can provide appropriate services to the Association and to make such services available to our members as appropriate.

4.0 STRUCTURE & APPOINTMENT OF OFFICERS

4.1The Carrigtwohill Business Association will be formed as an Incorporated Association.

4.2 Every member in the Carrigtwohill Business Association is considered an Ordinary Member.

4.3  An Executive Committee (Committee) will be established under this constitution for the purpose of managing the affairs of the Association on behalf of its members.

4.4  The Executive Committee will will be comprised of Officers and Ordinary Members, as required.

4.5  The Executive Committee will consist of a Chairperson, Vice-Chairperson, Secretary, Vice-Secretary, Treasurer, Vice-Treasurer, Business Development Officer and four (4) Ordinary Members. This gives a total of eleven (11) committee members.

4.6  All officers are to be elected to serve for a period of 2 years.

4.7  Officers and Ordinary Members of the Committee are elected at the Annual General Meeting every two years from their election.

4.8  Where vacancies in officer positions arise between AGMs, replacement officers will be selected from the vice-officers in the first instance, and were failing this, an EGM may be held for the purpose of holding elections for the filling of such vacancies. These appointments will be interim appointments and the elected officers will be required to step down as per all other officers at the next AGM, as per clause 4.7 above.

SUB-COMMITTEES, SUB-GROUPS ETC.

4.9 The Excutive Committee is authorised to establish Sub-Committees, Sub-Groups etc. as the need arises, and to oversee the election of members to such committees and groups.

4.10  The Executive Committee is authorised to develop policies and procedures for the structures and governance of such sub-committees and sub-groups etc.

4.11  Once established, the sub-committees and sub-groups shall report to the Executive Committee on all matters pertaining to their activities.

4.12  Sub-committees and sub-groups shall not act independently of the Executive Committee or of the Association. Such committees and groups shall be governed by the policies and procedures as set out by the Executive Committee.

5.0 DUTIES OF THE CHAIRPERSON

5.1 Calls meetings, and with the secretary, draws up the agenda.

5.2 Presides at meetings, AGMs, EGMs and delegates responsibility to members

5.3  Ensures that the Association’s Constitution and rules, policies and procedures are adhered to.

5.4  Presents a report on the Associations activities over the past year at the AGM.

5.5  Has a casting vote where no agreement is reached on issues voted on at Committee Meetings, EGMs or AGMs.

6.0 DUTIES OF THE VICE-CHAIRPERSON

6.1 The Vice-Chairperson act’s for the Chairperson when he/she is not available.

6.2 Undertakes assignments at the request of the Chairperson.

6.3 The Vice-Chairperson should be very familiar of all workings within the Association to ensure continuity between this role and that of Chairperson.

7.0 DUTIES OF THE SECRETARY

7.1  Record objective, accurate, clear and concise minutes of all meetings, AGMs and EGMs held and circulate minutes to committee members.

7.2  Where it is practicable, the secretary sends out the agenda for all meetings to the committee members prior to the meeting.

7.3  Record attendance of all meetings in writing.

7.4  Keep a complete and up to date list of members and contact details.

7.5  To answer and deal with all correspondence promptly.

8.0 DUTIES OF THE TREASURER

8.1 The Treasurer shall be responsible for the maintenance of accounts subject to the decision of the Executive Committee and in compliance with the regulations set down by the Association.

9.0 DUTIES OF PUBLIC RELATIONS OFFICER

9.1 Responsible for the branding and marketing of the CBA.

9.2 Responsible for increasing and maximising the membership base.

9.3 Responsible for all the promotion of the Association in terms of meetings and publicising events etc.

9.4 Liase with the media and other groups aligned with the Association to promote mutual interests.

9.5 Design, co-ordinate and execute the sales and marketing strategy for the Association.

10.0 HONOURY MEMBERS

10.1 The Executive Committee is authorised that from time to time they may nominate certain persons for honourary positions within the Association based upon Special Merit.

10.2 Nominated Honoury persons will be presented before the AGM for decision by the members.

11.0 POWERS:

11.1  To the extent that the same are essential or ancillary to the promotion of the Main Objects of the Association as heretofore set out, the Executive Committee is Authorised to exercise the following powers:

11.2  To develop various policies and strategies that are in accordance with and furtherance of the Main Objects and Subsidiary Objects of this Association.

11.3  To appoint the various officers (including Chief Executive Officer) of the Association at the Association’s AGM and in the interim, as required.

11.4 To open any bank accounts as required and to ensure that there is at least two (2) signatures on bank cheques etc.

11.5 To appoint the Chairperson and the Treasurer as signataries to this Association’s bank accounts.

11.6 To raise funds for the furtherance of the Main and Subsidiary Objects as outlined above.

11.7The Committee is authorised to appoint a Fundraising Coordinator, where appropriate.

11.8 To recruit employees and to establish appropriate remuneration, as required.

11.9 Further to clause (11.8) above, the Executive Committee of this Association is authorised to provide Contracts of Terms and Conditions of Employment, as required under the relevant legislation; and all appropriate policies and procedures on the governance of the employer – employee relationship within this Association, including disciplinary actions to be taken; and where appropriate, to notify officers and employees of such policies and procedures.

12.0 RULES: Membership:-

12.1 Membership shall be based upon one member per business, irrespective of the size of the member’s business.

12.2 Members are permitted to appear on behalf of their own business or, to nominate a representative to act on their behalf.

12.3 Voting is restricted to fully paid up members and is based upon one vote per business member.

12.4 Voting by proxy is permitted, but only to the officially registered named member. In the event of an open-vote taking place, proxy votes must be signed by the officially registered member/s only.

12.5 The Committee is authorised to develop appropriate policies and procedures regarding rules governing meetings and voting rights, and for their effective implemtation.

Meetings:-

12.1  The normal board meeting will be held once per month.

12.2  Where there is not a full attendance by committee members then an agreed quorum will be set for the holding of meetings. The current quorum is six (6) Committee members.

12.3  The Annual General Meeting shall be held in May of each year following the inauguration meeting.

12.4  The Committee is authorised to hold Emergency General Meetings, where it feels this is necessary to address any issues that cannot be held over to the normal monthly meetings or the Annual General Meeting.

12.5 Additional meetings, including EGM’s shall be held on the agreement of at least six (6) Committee members.

12.6 The location and venue of meetings is to be decided by the Committee, at least one- month prior to each meeting.

12.7 Decisions of the Executive Committee shall be on the basis of majority voting or unanimous consent.

12.8 Were a vote is tied the Chairperson shall have the deciding vote.

12.9 The Executive Committee is authorised to appoint a Chief Executive Officer, whose role will be to implement the policies set out by the Committee.

13.0 INCLUSIVITY & NON-DISCRIMINATION

13.1 It is the policy of Carrigtwohill Business Association to be an open and inclusive Organisation.

13.2 As a Business Association we are fully committed to the principles of equality and non-discrimination in all its forms.

13.3 The Executive Committee is charged with responsibility to develop the appropriate policies and procedures for inclusiveness, equality and non-discrimination, and for their implementation.

14.0 TRANSPARENCY, CONFIDENTIALITY & DATA PROTECTION

14.1 Where reasonably practicable, the Association shall demonstrate full transparency regarding its activities to its members, appropriate bodies and the wider public. However, we must have regard for appropriate confidentiality, privacy and compliance with the relevant Data Protection Legislation.

14.2 The Executive Committee is charged with the duty to develop appropriate policies and procedures on transparency, privacy and data protection, and identify and provide the resources necessary to ensure their implementation.

15.0 INCOME, PROPERTY & PAYMENTS

15.1The income and property of this Association, shall be applied solely towards the promotion of its Main Objects 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.

15.2 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 monies worth from the body. However, nothing shall prevent any payment in good faith by the Association of:

15.3 Authorised, reasonable and proper remuneration to any member of the Association (not being an Officer) for any services rendered to the Association;

15.4 Interest at a rate not exceeding 5% per annum on money loaned by Officers or the members of the Association to the Association;

15.5 Reasonable and proper rent for premises demised and let by any member of the Association (including any Officer) to the Association;

15.6 Authorised, reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the Association;

15.7 Authorised 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.

15.8 The Executive Committee is authorised to develop appropriate policies and procedures on payments to officers and members, and to ensure their implementation.

16.0 WINDING UP

16.1 If upon the winding up or dissolution of the Association, there remains, after the satisfaction of all its debts and liabilities, any property or monies whatsoever, they shall not be paid to or distributed among the members of the Association. Instead, such property and/or monies shall be given or transferred to some Charitable Institution or Association having Main Objects similar to the Main Objects of this Association.

16.2 The institution/s to which the property or monies is to be given or transferred shall prohibit the distribution of these properties and/or monies among their members to an extent at least as great as is imposed under or by virtue of their own Constitution or Rules of Governance.

16.3 The Executive Committee is authorised to conduct a proper Due Diligence of any such prospective bodies, in order to ensure their Constitutions and Rules of Governance are in keeping with the articles herein.

17.0 ADDITIONS, ALTERATIONS & AMENDEMENTS

17.1 No additions, alterations or amendments shall be made by the Executive Committee, Sub-Committees, Sub-Groups or any individual members or groups within the Association.

17.2 Any and all additions, alterations or amendments to this Constitution shall be strictly on the basis of a majority vote of the membership; any such votes to be held within one calendar month of any proposed changes being publicised to the members.

17.3 Where appropriate, 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.

18.0 ANNUAL AUDITED ACCOUNTS

18.1 The Executive Committee is authorised to contract the services of external independent Audtitors for the purpose of preparing the Association’s Annual Accounts.

18.2 Annual Audited Accounts shall be kept and made available at each AGM and voted upon by the memberships.

18.3 Annual Audited Accounts shall be kept and made available to the Revenue Commissioners, or other appropriate bodies on request.