COMPANIES ACT 2014
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
BAYSIDE COMMUNITY CENTRE COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
The name of the Company is BAYSIDE COMMUNITY CENTRE COMPANY LIMITED BY
2. Company type
The Company is a company limited by guarantee, registered under Part 18 of the Companies
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
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.
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
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
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
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
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
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
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.
(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
(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