Proposed Changes to Articles of Association

 

Changes can be seen below in italics.

Articles of Association

Of
Lifford Clonleigh Resource Centre

 

Company Limited by Guarantee and Not Having a Share Capital

 

The regulations contained in Table C of the Companies Acts, 1963 to 1990 shall apply to the Company save in so far as they are excluded or verified hereby.

 

INTERPRETATION

  1. In these Articles:

 

“THE ACT” means the Companies Act 1963 including any statutory modification or re-enactment thereof for the time being in force

 

“THE ARTICLES” mean the Articles of the Company

 

“CLEAR DAYS” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect

 

“EXECUTED” includes any mode of execution

 

“OFFICE” means the registered office of the Company

 

“THE SEAL” means the common seal of the Company

 

“SECRETARY” means the Secretary of the Company or any other person appointed to perform the duties of the Secretary of the Company, including a joint, assistant or deputy secretary

 

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company.

 

MEMBERS

 

  1. 2.      The subscribers to the Memorandum of Association of the Company and other such persons as are admitted to membership in accordance with the Articles shall be members of the Company. Membership shall be restricted to [residents of the Lifford Clonleigh area.] the Board of Directors upon payment of a membership fee as fixed by a Resolution of the Board of Directors. No person shall be admitted a member of the Company unless he is approved by the directors. Every person who wishes to become a member shall deliver to the Company an application for membership in such form as the directors require executed by him.  Membership and payment of the appropriate membership fee shall cease on 31st December each year and is renewable by the Resolution of the Directors upon application.
  2. A member may at any given time withdraw from the Company by giving at least 7 clear days’ notice to the Company. Membership shall not be transferable and shall cease on death.
  3. The directors may also at their discretion terminate the membership of any member but the requirements of natural justice shall be respected and a member shall be entitled to be heard in his own defence by the directors or a committee of the directors.
  4. The Company is established for the purpose expressed in the Memorandum of Association.
  5. It shall be lawful for the directors to provide for the admission of such persons as they may think fit to be friends or associates of the Company and for the rights, duties and liabilities (if any) of such friends or associates but so that such persons shall not by virtue of being friends or associates as aforesaid be members of the Company and their rights (if any) shall not include a right to speak or vote at general meetings of the Company. The secretary shall keep an accurate register of such friends or associates of the Company.

 

GENERAL MEETINGS

 

  1. The Company shall in each calendar 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; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that so long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting in each year shall be held at such time and place as the directors shall appoint.

All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

  1. The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act shall forthwith proceed to convene an extraordinary general meeting for a date not later than 8 weeks after receipt of the requisition. If there are not within the State sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting.

 

 

NOTICE OF GENERAL MEETINGS

  1. Subject to Sections 133 and 141 of the Act an annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least 21 Clear Days’ notice. All other extraordinary general meetings shall be called by at least [14] 28 Clear Day’s notice but a general meeting may be called by shorter notice if it is so agreed:

(a)    In the case of an annual general meeting, by all members entitled to attend and vote thereat; and

(b)   In the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than 95% of the total voting rights at the meeting of all the members.

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 the annual general   meeting, shall specify the meeting as such.

 

The notice shall be given to all the members and to the directors and auditors.

 

  1. The accidental omission to give notice of a meeting to, or the non- receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

 

  1. No business shall be transacted at any meeting unless a quorum is present. [Seven] Four persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation shall be a quorum.
  2. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time as the directors may determine.
  3. The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman, and, if there is only one director present and willing to act, he shall be chairman.
  4. If no director is willing to act as chairman, or if no director is present within the first 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
  5. A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting.
  6. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least 7 Clear Days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted, otherwise it shall not be necessary to give any such notice.
  7. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is truly demanded. Subject to the provisions of the Act, a poll may be demanded:

(a)    by the chairman; or

(b)   by at least two members having the right to vote at the meeting; or

(c)    by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;

            and a demand by a person as proxy for a member shall be the same as a      demand by the member.

  1. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried out or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
  2. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
  3. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
  4. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
  5. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such other time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
  6. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.
  7. Subject to Section 141 of the Act a resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.

 

VOTES OF MEMBERS

 

  1. On a show of hands every member present in person shall have one vote. On a poll every member present in person or by proxy shall have a vote.
  2. A member in respect of whom an order has been made by any court having jurisdiction in matters concerning mental disorder may vote, whether on a        show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by the court, and any such receiver, curator bonis or other person, may on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
  3. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

 

[Articles 28, 29 and 30 of current Articles of Association to be deleted, numbering of following articles change to take account of proposed deletion, i.e. Article 31 of the current Articles of Association becomes Article 28 of the proposed new Articles of Association]

BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS

  1. Any body corporate which is a member of the Company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an Individual Company.

 

 

ANNUAL SUBSCRIPTIONS

 

  1. The Directors shall be entitled from time to time to determine any Annual Subscription to be payable by any member of the Company. Such subscription shall be payable in advance on the 1st day of January each year. A person becoming a member of the Company after the first day of January in any year may be required by the directors to pay the entire Annual subscription in respect of that year. In the event that any member shall cease to be a member prior to the 1st day of January in any year, that member shall not be entitled to any rebate of his annual Subscription paid for that year. The terms and conditions attaching to Life Subscriptions shall be determined by the Directors in their absolute discretion from time to time.

 

NUMBER OF DIRECTORS

 

  1. (1) The number of Directors and the names of the first Director shall be determined in writing by the subscribers of the Memorandum of Association or a majority of them.

(2) The first Directors shall be the subscribers of the Memorandum of Association who shall have satisfactorily completed the management training course run by the Combat Poverty Agency.

(3) The maximum number of Directors shall be thirteen

 

POWER OF DIRECTORS

 

  1. Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum and the Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if the alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the directors by the Articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.
  2. The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

DELEGATION OF DIRECTORS’ POWERS

 

  1. The directors may delegate any of their powers to any committee consisting of one or more directors or other persons. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of directors so far as they are capable of applying. 

 

MANAGEMENT ADVISORY COMMITTEE

 

  1. A Management Advisory Committee [shall] may be set up by the Directors to operate until the end of each current calendar year. This body will be made up of a variety of people who by virtue of their particular expertise or experience may be able to make up a valuable contribution. Their number may vary according to the needs identified by the directors from time to time. The role of this committee will be to meet with the directors not more than quarterly to advise on matters of policy, they shall have no executive authority in their own right.

 

APPOINTMENT AND RETIREMENT OF DIRECTORS

 

  1. At the first annual general meeting only directors wishing to retire shall do so, at every subsequent annual general meeting one third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one third shall retire from office, but, if there is only one director who is subject to retirement by rotation, he shall retire.

In so far as is practicable all user groups and areas as defined by the directors shall be fairly represented on the board of directors.

  1.  Subject to the provision of the Act, the directors to retire by rotation shall be those who have been the longest in office since their last appointment or re-appointment but as between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
  2. If the Company, at the meeting at which a director retires by rotation, does not fill the vacancy the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the appointment of the director is put to the meeting and lost.
  3. No person other than a director retiring by rotation shall be appointed or re-appointed a director at any general meeting unless:

(a)    he is recommended by the directors; or

(b)   not less than 14 nor more than 35 Clear Days’ before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the company of the intention to propose that person given for appointment or re-appointment stating the particulars which would, if he were so appointed or re-appointed, be require to be included in the company’s register of directors together with notice executed by that person of his willingness to be appointed or re-appointed.

  1. Not less than 7 nor more than 28 Clear Days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a director retiring by rotation at the meeting) who is recommended by the directors for appointment or re-appointment as a director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment or re-appointment as a director. The notice shall give the particulars of that person which would, if he were so appointed be required to be included in the Company’s register of directors.
  2. Subject to aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a director either to fill a vacancy or as an additional director and may also determine the rotation in which any additional directors are to retire.
  3. The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. A director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he shall vacate his office at the conclusion thereof.
  4. Subject as aforesaid, a director who retires at an annual general meeting may, if willing to act, be re-appointed. If he is not re-appointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.

 

DISQUALIFCATION AND REMOVAL OF DIRECTORS

 

  1. The office of a Director shall be vacated if the Director:

(a)    holds any office or place of profit under the Company; or

(b)   is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or

(c)    becomes prohibited from being a director by reason of any order made under Section 184 of the Act; or

(d)   becomes of unsound mind;

(e)    resigns his office by notice in writing to the Company; or

(f)    is convicted of an indictable offence unless the directors otherwise determine; or

(g)   is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by Section 194 of the Act; or

(h)   shall for more than 3 consecutive meetings have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated.

(i)     is an elected representative of the local authority or national parliament.

 

REMUNERATION OF DIRECTORS

 

  1. The provisions of the Memorandum of ~Association as to the remuneration of directors shall apply.
  2. The directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of directors or committee of directors or general meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.
  3. Subject to the provisions of the Act and of the Memorandum of Association, the directors may appoint one or more of their number to the office of managing director or to any other executive office under the company and may enter into an agreement or arrangement with any director for his employment for the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the company.
  4. Subject to the provisions of the Act and the Memorandum of Association and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:

(a)    may be a party to or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b)   may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(c)    shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

  1. For the purpose of regulation 47:

(a)    a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and

(b)   an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

 

DIRECTORS GRATUITIES AND PENSIONS

 

PROCEEDINGS OF DIRECTORS

 

  1. Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit. A director may, and the Secretary at the request of a director shall, call a meeting of the directors. It shall not be necessary to give notice of a meeting to a director who is absent from the State. Questions arising at a meeting shall be decided in the first instance through the attainment of a consensus; should this fail any director may propose a vote which shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
  2. The quorum for the transactions of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be seven.
  3. The continuing directors or a sole continuing director may act not withstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of fulfilling vacancies or of calling a general meeting.
  4. The directors may appoint one of their number to be the chairman of the board of directors and may at any time remove him from that office. Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present. But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.
  5. All acts done by a meeting of directors, or a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from withholding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.
  6. A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors as (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors.
  7. Save as otherwise provided by the Articles, a director shall not vote at a meeting of directors or of a committee of directors on any resolution concerning a matter in which he has directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following paragraphs:

(a)    the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries;

(b)   the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;

(c)    his interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of the Company or any of its subsidiaries or by virtue of his being, or intending to become, a participant in the underwriting or sub-underwriting of an offer of any such debentures by the Company or any of its subsidiaries for subscription, purchase or exchange;

(d)   the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Revenue Commissioners for taxation purposes.

For the purpose of this regulation, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Company), connected with a director shall be treated as an interest of the director.

  1. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
  2. the Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a director from voting as a meeting of directors of a committee of directors.
  3. Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or an corporate in which the Company is interested the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
  4. If a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.

 

SECRETARY

 

  1. Subject to the provisions of the Act, the Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.

 

MINUTES

 

  1. The directors shall cause minutes to be made in books kept for the purpose:

(a)    of all appointments of officers made by the directors; and

(b)   of all proceedings at meetings of the Company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

 

THE SEAL

 

  1. The Seal shall only be used by the authority of the directors or of a committee of directors authorised by the directors. The directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by two directors.

 

PRESIDENT, VICE-PRESIDENT AND PATRONS

 

  1. The directors may appoint any person to be the president and any persons to be vice-president or patrons of the Company for such term or terms specified at the time of appointment as they shall think fit. Such persons shall not be virtue only of such appointments be directors or members of the Company.

 

ACCOUNTS

 

  1. The directors shall cause proper books of account to be kept relating to:-

(a)    all sums of money received and expanded by the Company and the matters in respect of which the receipt and expenditure takes place;

(b)   all sales and purchases of goods by the Company; and

(c)    the assets and liabilities of the Company

Proper books shall not be deemed to be kept if there are kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

 

  1. The books of account shall be kept at the office or, subject to Section 147 of the Act, at such other place as the Directors think fit, and shall at all reasonable times be open to the inspection of the directors.
  2. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document except as conferred by statute or authorised by the directors or by the Company in general meeting.
  3. The directors shall from time to time in accordance with Sections 148, 150, 157 and 158 of the Act cause to be prepared and to be laid before the annual general meeting of the Company such profit and loss accounts, balance sheets, group accounts and reports as are required by those Sections to be prepared and laid before the annual general meeting of the Company.
  4. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Annual General Meeting of the Company together with a copy of the director’s report and the auditor’s report shall not less than 21 days before the date of the Annual General Meeting, be sent to every person entitled under the provisions of the Act to receive them.

 

AUDIT

 

  1. Auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the Act.

 

NOTICES

 

  1. Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the directors need not be in writing.
  2. The Company may give any notice to a member either personally or by sending it in the post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the State and who gives to the Company an address within the State at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.
  3. A member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purpose for which it was called.
  4. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

 

WINDING UP

 

  1. On the winding up and dissolution of the Company the provisions of the Memorandum of Association shall have effect as if repeated in these Articles.

 

INDEMNITY

 

  1. Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

 

CHANGES TO ARTICLES

 

  1. Any changes to these Articles shall be notified to the Revenue Commissioners.

 

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

Kevin Martin, 41 Croaghan Heights, Lifford, Ex-Soldier

Rose Mary Martin, 41 Croaghan Heights, Lifford, Housewife

Noeleen o’ Donovan,35 Croaghan Heights, Lifford, Machinist

John Lyons, 49 Croaghan Heights, Lifford, Technician

Edward Mc Grath, 463 Croaghan Heights, Lifford, Unemployed

Maire O’Leary, Ballykeeran, Kilmacrennan, Community Worker

Margaret Nesbitt, 97 Croaghan Heights, Lifford, Housewife

Kathleen French, 69 Croaghan Heights, Lifford,Craft Instructor

Ann Mc Grath, 463 Croaghan Heights, Lifford, Housewife

Ethel White, 66 Croaghan Heights, Lifford, Housewife

Ann Doherty, 95 Croaghan Heights, Lifford, Housewife

Hugh Doherty, 95 Croaghan Heights, Lifford, Unemployed Machinist

Finnoula Mc Geever,5 Leckview Tce, Letterkenny, Asst. Director N.V.C.D.I

 

Dated this 19th day of April 1993

Witnesses to the above signatures:-

Sean Porter, P.C

Lifford, Co. Donegal

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertisements