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COMPANIES ACT 2014

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

CONSTITUTION

OF

 

BAYSIDE COMMUNITY CENTRE COMPANY LIMITED BY GUARANTEE

 

MEMORANDUM OF ASSOCIATION

 

1. Name

The name of the Company is BAYSIDE COMMUNITY CENTRE COMPANY LIMITED BY

GUARANTEE.

2. Company type

The Company is a company limited by guarantee, registered under Part 18 of the Companies

Act 2014.

3. Main Object

The main object for which the Company is established (the “Main Object”) is to provide a space

(the “Centre”) for local residents to come together to build and maintain a vibrant and diverse

community.

4. Subsidiary Objects

As objects incidental and ancillary to the attainment of the Main Object, the Company shall

have the following subsidiary objects:

4.1 To ensure the financial stability of the Centre.

4.2 To maintain the Centre building and surroundings to the highest possible standards of

cleanliness, safety and comfort.

4.3 To follow best practice with regard to climate action when purchasing materials,

services and in waste management, and, create awareness by promoting the actions

that the Centre takes.

4.4 To provide opportunities to all age groups and interests adhering to best practice in

matters of equality, diversity and inclusion; and ensuring the fair use of the Centre by

all regardless of age, race, religion, gender, sexual orientation, civil status, family

status, disability or membership of the traveller community;

4.5 To consult regularly with stakeholders with regard to strategic planning and reviews;

4.6 To adhere to community development principles when working with groups.

5. Powers

The Company shall in addition to the powers conferred on it by law have the following powers

which are exclusively subsidiary and ancillary to the Main Object and which powers may only

be exercised in promoting the Main Object. Any income generated by the exercise of these

powers is to be applied to the promotion of the Main Object:

 

5.1 To solicit and procure by any lawful means and to accept and receive any donation of

property of any nature and any devise, legacy or annuity, subscription, gift, contribution

or fund, including by means of payroll giving or other similar arrangements, and

including (but so as not to restrict the generality of the foregoing) the holding of lotteries

in accordance with the law for the purpose of promoting the Main Object, and to apply

to such purpose the capital as well as the income of any such legacy, donation or fund.

5.2 To undertake, accept, execute and administer, without remuneration, any charitable

trusts.

5.3 To establish and support or aid in the establishment and support of any charitable

association or institution, trust or fund, and to subscribe or guarantee money for any

charitable purpose which the Company shall consider calculated to promote its Main

Object.

5.4 To collect and to receive voluntary contributions, donations or bequests or money for

any of the purposes aforesaid.

5.5 To make application on behalf of the Company to any authority, whether governmental,

local, philanthropic or otherwise, for financial funding of any kind.

5.6 To apply, petition for or promote any Act of the Oireachtas or other legislation relating

directly to the advancement of the Main Object.

5.7 Subject to Regulation 6, to employ such staff, and on such terms, as are necessary or

desirable for the proper promotion of the Main Object.

5.8 To grant pensions, gratuities, allowances or charitable aid to any person who may have

served the Company as an employee, or to the wives, husbands, children or other

dependents of such person provided that such pensions, gratuities, allowances or

charitable aid shall be no more than that provided by a pension scheme covered by

Part 30 of the Taxes Consolidation Act 1997 and provided that such pension scheme

has been operated by the company and the beneficiary of the pensions, gratuities,

allowances or charitable aid, or their spouse or parent, has been a member of the

pension scheme while employed by the Company; and to make payments towards

insurance and to form and contribute to provident and benefit funds for the benefit of

any persons employed by the Company and to subscribe or guarantee money for

charitable objects.

5.9 To purchase, take on lease or in exchange, hire or otherwise acquire any real or

personal property, patents, copyrights, licences, rights and privileges or any estate or

interest whatsoever and any rights, privileges and easements over or in respect of any

property which may be considered necessary for the purposes of the Company and to

develop and turn to account any land acquired by the Company or in which it is

interested and in particular by laying out and preparing the same for building purposes,

constructing, altering, pulling down, decorating, maintaining, fitting up and improving

buildings and conveniences and by planting, paving, draining, farming, cultivating,

letting or building leases or building agreement and by advancing money to and

entering into contracts and arrangements of all kinds with builders, tenants and others.

5.10 To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of all or any part

of the property of the Company with a view to the promotion, protection or

encouragement of its Main Object and to vary investments.

5.11 To co-operate with any other society or institution in carrying out any investments

hereby authorised in furtherance of the Main Object.

5.12 To borrow and raise money in such manner as may be considered expedient, and to

issue debentures, debenture stock and other securities, and for the purpose of securing

any debt or other obligation of the Company to mortgage or charge all or any part of

the property of the Company, present or future, and collaterally or further to secure any

securities of the Company by a trust deed or other assurance.

5.13 To invest and deal with monies and property of the Company not immediately required

in such manner as will most effectively provide funds for the advancement and

promotion of the purposes aforesaid and this power shall include power from time to

time to vary any investments made thereunder.

5.14 To invest in such ways as shall seem desirable to the Directors any moneys of the

Company not immediately required for the use in connection with its Main Object and

to place any such moneys on deposit with bankers and others; subject nevertheless as

regards the making of investments to such conditions (if any) and such consents (if

any) as may for the time being be imposed or required by law and subject also as

hereinafter provided; prior permission to be obtained from the Revenue Commissioners

where the Company intends to accumulate funds over a period in excess of two years

for any purposes.

5.15 To guarantee, support or secure, whether by personal covenant or by mortgaging or

charging all or any part of the undertaking, property and assets (present and future) of

the Company, or all such methods, the performance of the obligations of and the

repayment or payment of the principal amounts and interest of any person, firm or

company or the dividends or interest of any securities, including (without prejudice to

the generality of the foregoing) any company which is the Company’s holding company

or a subsidiary or associated company.

5.16 To draw, accept, make, endorse, discount, execute, issue and negotiate bills of

exchange, promissory notes, bills of lading, warrants, debentures and other negotiable

or transferable instruments.

5.17 To insure the property of the Company against any foreseeable risk in its full value and

take out other insurance policies to protect the Company when required.

5.18 To insure any or all of the Directors against personal liability incurred in respect of any

act or omission which is or is alleged to be a breach of trust or breach of duty, provided

he or she acted in good faith and in the performance of his or her functions as charity

trustee (as defined in the Charities Act, 2009).

5.19 To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences,

concessions and the like conferring any exclusive or non-exclusive or limited rights to

use or any secret or other information as to any invention which may seem capable of

being used for any of the purposes of the Company or the acquisition of which may

seem calculated directly or indirectly to benefit the Company, and to use, exercise,

develop or grant licences in respect of or otherwise turn to account the property, rights

or information so acquired.

5.20 To adopt such means of making known the products and/or services of the Company

as may seem expedient and in particular by advertising in the press, by circulars, by

purchase and exhibition of works of art or interest, by publication of books and

periodicals and via the internet and by granting prizes, rewards and donations.

5.21 To maintain, improve or provide public amenities including recreational facilities,

childcare, public health, home, welfare and youth facilities generally.

5.22 To enter into any arrangements with any governments or authorities, supreme,

municipal, local or otherwise, that may seem conducive to the Main Object and to

obtain from any such government or authority any rights, privileges and concessions

which the Company may think it desirable to obtain and to carry out, exercise and

comply with any such arrangements, rights, privileges and concessions.

5.23 To enter into a partnership or into any arrangement for sharing profits, union of interest,

co-operation, joint venture, reciprocal concession or otherwise with any person,

company, society, trust or other partnership whose objects are solely charitable,

carrying on or engaged in, or are about to carry on or engage in, any business or

transaction capable of being conducted so as directly or indirectly to benefit the

Company and which prohibits the distribution of income and assets to at least as great

a degree as the Company by virtue of Regulation 6 hereof and to guarantee the

contracts of, otherwise assist any such person, company, society, trust or other

partnership, and to take over or otherwise acquire shares, stock, debentures, or

debenture stock and securities of any such person, company society, trust or other

partnership, and to sell, hold, reissue with or without guarantee or otherwise deal with

same.

5.24 To procure the registration or incorporation of the Company in or under the laws of any

place outside Ireland.

5.25 To pay all expenses of and incidental to the incorporation and establishment of the

Company.

5.26 To carry on alone or in conjunction with others any other trade of business which may

in the opinion of the Directors be advantageously carried on by the Company in

connection with or as ancillary to any of the above businesses or the general business

of the Company in pursuance of the Main Object.

5.27 To found, subsidise, and assist any charitable funds, associations or institutions

calculated to promote or assist the Main Object.

5.28 To establish and maintain links with international and national organisations having

similar objectives.

5.29 To do all such other lawful things as the Company may think incidental and conducive

to the foregoing Main Object.

5.30 To do all or any of the things and matters aforesaid in any part of the world and as

principals, agents, contractors, trustees or otherwise and by or through trustees, agents

or otherwise and either alone or in conjunction with others.

PROVIDED THAT:

(a) in case the Company shall take or hold any property which may be subject to

any trusts, the Company shall only deal with or invest the same in such manner

as allowed by law having regard to such trusts;

(b) nothing hereinbefore contained shall be construed as including in the purposes

for which the Company has been established any purposes which are not

charitable according to law.

 

6. Income and Property

6.1 The income and property of the Company shall be applied solely towards the promotion

of Main Object(s) as set forth in this Constitution. No portion of the Company’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 members of the Company.

6.2 No Director shall be appointed to any office of the Company paid by salary or fees, or

receive any remuneration or other benefit in money or money’s worth from the

Company. However, nothing shall prevent any payment in good faith by the Company

of:

 

(a) reasonable and proper remuneration to any member or servant of the

Company (not being a Director) for any services rendered to the Company;

(b) interest at a rate not exceeding 1% above the Euro Interbank Offered Rate

(Euribor) per annum on money lent by Directors or other members of the

Company to the Company;

(c) reasonable and proper rent for premises demised and let by any member of

the Company (including any Director) to the Company;

(d) reasonable and proper out-of-pocket expenses incurred by any Director in

connection with their attendance to any matter affecting the Company;

(e) fees, remuneration or other benefit in money or money’s worth to any company

of which a Director may be a member holding not more than one hundredth

part of the issued capital of such company.

(f) Nothing shall prevent any payment by the Company to a person pursuant to

an agreement entered into in compliance with section 89 of the Charities Act,

2009 (as for the time being amended, extended or replaced).

 

7. Additions, alterations or amendments

The Company must ensure that the Charities Regulator has a copy of its most recent

Constitution. If it is proposed to make an amendment to the Constitution of the Company which

requires the prior approval of the Charities Regulator, advance notice in writing of the proposed

changes must be given to the Charities Regulator for approval, and the amendment shall not

take effect until such approval is received.

8. Winding Up

If upon the winding up or dissolution of the Company there remains, after satisfaction of all

debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the

members of the Company. 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

Company. The institution or institutions to which the property is to be given or transferred shall

prohibit the distribution of their income and property among their members to an extent at least

as great as is imposed on the Company under or by virtue of Regulation 6 hereof. Members of

the Company 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 with the agreement of the Charities

Regulator. Final accounts will be prepared and submitted that will include a section that

identifies and values any assets transferred along with the details of the recipients and the

terms of the transfer.

9. Limited Liability

The liability of the members is limited.

10. Undertaking to Contribute

Every member of the Company undertakes to contribute to the assets of the Company, if the

Company is wound up while he or she is a member or is wound up within one year after the

date on which he or she ceases to be a member, for

(a) payment of the debts and liabilities of the Company contracted before he or she ceases

to be a member, and the costs, charges and expenses of winding up; and

(b) the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding €1.27

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