Irish Grassland Association CLG

Constitution

The Association shall be called the Irish Grassland Association CLG.

2. Main Object

The main object for which the Association is established is to advance and spread the knowledge of the best grassland production and management practices available for the economic and sustainable development of Irish grass-based dairy, beef and sheep producers.

3. Subsidiary Objects

In furtherance exclusively of the foregoing main object, the Association shall have the following subsidiary objects:

1. To provide opportunities for leading farmers, research workers, advisors, consultants, and industry stakeholders to meet and exchange information on developments in the science and economics of sustainable grass-based farming enterprises aimed at maximising farm profits.

1. To co-operate with organisations having mutual interests.

To the extent that the same are essential or ancillary to the promotion of the main object of the Association as heretofore set out, the Association may exercise the following powers:

1. To hold meetings or conferences.

1. To organise study tours either in Ireland or abroad.

1. To publish original articles or abstracts from periodicals or other literature consistent with the objects.

1. To maintain on-going contacts with grassland authorities and others abroad and disseminating useful information so acquired.

1. To co-operate with other societies concerned with grassland.

1. To conduct any other activity consistent with the objects.

1. To derive its funds and income from Members’ annual subscriptions (including corporate members) and to accept legitimate donations either in money or property or by other methods approved by the the presidential team and directors in the furtherance of its objects.

1. The financial affairs of the Association shall be the responsibility of the Management team and directors or as may be delegated by it and the Management team and directors may open bank accounts in the name of the Association. The monies of the Association shall be lodged with such Bank as the Management team and directors may direct. All and any payments can be made by cheque, electronic funds transfer, bank transfer, bank card or postal order. The approval of any payment more than €10,000 is to be sought by the Office Manager and approved in advance in writing by two of the following office holders: President, Vice-President, and Past-President. Any withdrawals or transfers from the deposit account must have the approval in writing of two of the following office holders: President, Vice-President, and Past-President.

The Financial Year of the Association will close on 31st September and the Annual Accounts will be prepared by accountants appointed by the Management team.

The Management team and directors shall have the power to borrow for the purposes of the Association either at one time or from time to time whether on the security of the Association’s assets and property or otherwise such amounts of money as may be sanctioned by resolution of a general meeting but shall not pledge the personal liability of any Member for the repayment of any sums so borrowed.

1. The Management team shall have the power, in the name of and for and on behalf of the Association, to employ or engage, following an open interview, an Office Manager to assist with the administration (Secretarial and Financial) of the Association, or appoint or engage in a similar fashion such other paid employees or contractors as may be deemed necessary. The Presidential team, may determine the terms and conditions of any person so employed or engaged and may dismiss, suspend, discipline, or terminate the engagement of any such person.

The Office Manager, acting as Honorary Secretary, shall be responsible for providing a headquarters address and arranging accommodation for Council Meetings. He/she will be responsible for all correspondence undertaken by the Association and informing Members of the Association’s activities. On the instruction of the President, the Office Manager will be responsible for summoning meetings and, under the direction of the Management team and directors, for initiating activities consistent with the objects of the Association.

The Office Manager, acting as Honorary Treasurer, overseen by Council, will be responsible for the monies of the Association, collection of annual subscriptions and payment of accounts.

1. Specialist Committees may be appointed by the Management team and directors with such constitution and terms of reference as may be deemed necessary.

1. The Management team and directors shall have power to authorise the formation of regional branches of the Association provided such branches accept the Constitution and Rules of the Association.

5. Rules

Membership of the Association shall be available to all persons keen to promote the objects of the Association, acceptance of applications being subject to the approval of and confirmation by the Management team and directors. Membership may be revoked by a decision of the Management team and directors (requiring at least a 70% majority).

No person shall be considered for Membership until a valid application and appropriate subscription fee has been received by the Honorary Secretary.

A member shall cease to be a member if he/she/it; (i) gives written notice to the Honorary Secretary or (ii) fails to pay the relevant subscription fee within one year of it falling due.

The governance of the Association shall be initially in the hands of the two company directors. They will in turn have the powers to appoint a management team (initially a President, Vice President, and honorary President (in the absence of a Past President and directors) – which in future years will have the immediate Past President taking over from the inaugural honorary Presidential role. and a council to establish the formation of the organisation. The ongoing governance will be in the hands of the Management team and directors, and they be responsible for the management of the business and affairs of the Association.

The Council in future shall then in future years consist of the President, one Vice-President, the immediate Past-President and eighteen other elected Members. The President shall retire annually and, with the approval of the Members at the Annual General Meeting, be succeeded to that office by the Vice-President, who shall have been previously chosen by the President and approved by the Management team and directors. The retiring President shall automatically be a member of the Council for one year.

One-third of the Council, having served three years, shall retire annually by rotation at the Annual General Meeting, but shall be eligible for re-election.

Following two terms of office (six years) on the Council, Members may be eligible for re-election following a break of one year.

In exceptional cases, the President, with the approval of the Management team and directors would have power to co-opt retiring Members, who would then be eligible for re-election the following year.

At least six Members of the Council shall be active farmers.

All elections to the Council shall be by ballot at the Annual General Meeting, election being by a simple majority of those present and voting.

Voting shall be by secret ballot with two sitting members of the Management team or directors. Each Member present will have as many votes as there are vacancies on council with each vote being counted as having equal weight.

Nominations for election must be in the hands of the Office Manager/Honorary Secretary at least thirty days before the Annual General Meeting of which fourteen days notice must be given. Nominations shall be seconded in writing / email by another Member.

The attendance record of Council members at meetings of the Council can be notified to Members at the Annual General Meeting. A Council Member with a poor attendance at Council meetings or a poor contribution to the running of the Association may be required by the President to retire from Council.

The Council shall meet at least at quarterly intervals, five to form a quorum and may in addition be summoned by the Office Manager/Honorary Secretary on the instruction of the President or at the written request of any three Council Members. It shall have the power to fill vacancies or add to its numbers by co-opting not more than three Members who must stand for election at the following Annual General Meeting if they wish to remain on Council. It shall hold its first stated meeting as soon as possible after the Annual General Meeting.

The Management team and directors shall be responsible for all assets of the Association.

The Council shall have no power to enter any contract whereby the Members are personally liable for performance of such contract.

The Members of the Council shall be indemnified by the Members of the Association against all liabilities properly incurred by them in the management affairs of the Association.

5.3 Duties of Honorary Officers

The President will be responsible to the Members for conducting the objects of the Association under the direction of the Council. He/she will function as Chairperson at all meetings of the Association or its Committees or Council and appoint the Vice-President or other Council Member to deputise in his/her absence.

5.4. Liabilities of Members

Every Member shall pay to the funds of the Association such annual subscription as may be fixed at the Annual General Meeting from time to time. Every Member shall be deemed to have bound themselves to the Constitution and Rules of the Association.

Pursuant to the provisions of section 34(1)(b) of the Civil Liability Act 1961, Members waive their legal entitlement to claim against a fellow Member, Officer or Council Member compensation for personal injury, loss, or damage, howsoever caused.

5.5. Privileges of Members

Every Member shall be entitled to attend any general meeting and to avail of study tours or conferences at a reduced fee. Every Member present shall be entitled to vote at all general meetings of the Association. Every Member shall be eligible for any Office of the Association, subject to adherence to procedures for electing such officers. Every Member shall be entitled to receive free of charge or at such sum as the Council may decide, one copy of each publication of the Association subject to availability.

5.6.  Honorary Members

The Management team and directors shall have power to elect as Honorary Members persons who have rendered notable service to the advancement of grassland knowledge. Such Honorary Members shall have the same privileges as Ordinary Members but shall not pay membership to the organisation. The number of Honorary Members can be at the discretion of the Council.

5.7. Complaints, suspension, expulsion.

All complaints must be made to the Honorary Secretary in writing who if unable to resolve the complaint will submit it to the Council and their decision thereon shall be final.

Should the conduct of a Member be deemed to be detrimental to the good name, interests or standing of the Association, a Disciplinary Sub-Committee of the Council comprising of at least 3 members of the Council shall, having first made known in writing the nature of the allegations to the offending Member call upon such Member to give an explanation in writing within seven days.  If any such Member fails to give such explanation or if the explanation given is deemed unsatisfactory the Disciplinary Sub-Committee may suspend such Member for a stated period from receiving the privileges of membership of the Association or request such Member to resign. Should the Member fail to resign, the Member shall have his/her/its membership revoked.

An appeal against the decision of the Disciplinary Sub-Committee may be taken by the Member concerned to a special meeting of the Disciplinary Appeals Sub-Committee of the Council which shall be called by the Honorary Secretary for a date not more than 28 days after receipt of such appeal. The appeal must be made by way of a request in writing by the Member to the Honorary Secretary within one week of the decision of the Disciplinary Sub-Committee. The Disciplinary Appeals Sub-Committee shall comprise of at least 3 Council members. A member of the Disciplinary Sub-Committee cannot sit as a member of the Disciplinary Appeals Sub-Committee. A Member who appeals a decision of the Disciplinary Sub-Committee can request an oral hearing before the Disciplinary Appeals Sub-Committee.

6. Income, Funds and Property

The income and property of the Association shall be applied solely towards the promotion of its main object 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:

1. reasonable and proper remuneration to any Member of the Association (not being an Officer) for any services rendered to the Association.

1. interest at a rate not exceeding 5% per annum on money lent by Officers or other Members of the Association to the Association.

1. reasonable and proper rent for premises demised and let by any Member of the Association (including any Officer) to the Association.

1. reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affecting the Association.

1. 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.

6. Alterations to and Interpretation of the Constitution

Members may propose alterations to the Constitution of the Association at any general meeting. Such proposals must be received by the Office Manager/ Honorary Secretary at least 21 days prior to the general meeting and must be circulated to Members at least seven clear days before the date of the meeting together with the names of the Proposer and Seconder. Any alteration of the Constitution will require a majority of not less than 70% of those present and eligible to vote.

All questions as to the interpretation of the Constitution shall be referred to the Management team and directors whose decision shall be final.

The Association (or any branches of the Association) may be dissolved (i) by a resolution at a General Meeting specifically called for that purpose and carried by 70% of the Members present and eligible to vote or (ii) by the Council if the number of Members is less than 50 (5 in the case of a branch) for a period of not less than 12 months. The Management team and directors shall be responsible for the winding up of the assets and liabilities of the Association.

If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any assets whatsoever, it shall not be paid to or distributed among the Members of the Association. Instead, such assets shall be given or transferred to some other institution or institutions having main objects similar to the main objects of the Association. The institution or institutions to which the assets are to be given or transferred shall prohibit the distribution of its or their income and assets among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 6 hereof. The Management team who may wish to engage with the council, shall select the relevant institution or institutions at or before the time of dissolution, and if and as far as effect cannot be given to such provisions, then the property shall be given or transferred to some object.