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THE COMPANIES ACT 2014

CONSTITUTION

OF

INSTITUTE OF GUIDANCE COUNSELLORS

COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION

(As amended by Special Resolution dated 28th day of February 2016)

1. The name of the Company is INSTITUTE OF GUIDANCE

COUNSELLORS COMPANY LIMITED BY GUARANTEE.

2. The company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014.

3. The main objects for which the Company is established are advancement of the personal, social, educational and career development of individuals and groups through supporting guidance counselling practice; discussing, promoting and researching matters relating to guidance counselling services, and the sharing of the results with the general public, statutory bodies and government departments, promotion of the highest professional standards pertaining in guidance counselling practice, training and the provision and delivery of guidance counselling services and the doing of all such other things as are incidental or conducive to the attainment of the above objects.

4. In furtherance exclusively of the above main objects the Company shall have the following powers:

4.1. To raise funds and help raise funds further to the main object and for any other charitable purpose.

4.2. To seek and accept donations, undertake or organise money raising and selling schemes, public and private appeals, the sale of products, the preparation and sale of publications and training activities provided always that such activities are ancillary to the main objects.

4.3. To carry on any business which may seem to the Company capable of being conveniently carried on in connection with the above main object or calculated directly or indirectly to enhance


the value of or render profitable any of the Company's property, rights or interests.

4.4. To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, circular notes and other mercantile instruments.

4.5. To acquire by purchase, exchange, lease, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or interest, whether immediately or reversionary, and whether vested or contingent: any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances and to hold and farm and work or manage or to sell, let, alienate, mortgage, lease or charge land, house property, shops, flats, maisonettes, reversions, interests, annuities, life policies and any other property real or personal, movable or immovable, either absolutely or conditionally and either subject or not to any mortgage, charge, ground rent or other rents or encumbrances and to pay for any lands, tenements, hereditaments or assets acquired by the Company in cash or debentures or obligations of the Company, whether fully paid or otherwise, or in any other manner.

4.6. 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 or a subsidiary or company which is the Company's holding associated company.

4.7. To carry on any other business which may seem to the Company to be capable of being conveniently carried on in connection with the main object(s).

4.8. To purchase or otherwise acquire and carry on the whole or any part of the business property, goodwill and assets of any company carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the company, or possessed of property suitable for the purposes of the Company, and as part of the consideration for any of the acts or things aforesaid or property acquired to undertake all or any of the liabilities of such company or to acquire an interest therein, amalgamated with or enter into any arrangement for sharing profits, or for cooperation, or for limiting competition or for mutual assistance with any such company and to give, issue or accept cash or any shares, debentures or other securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures or securities so received.

4.9. To promote any company for the purpose of acquiring all or any of the property or liabilities of the Company, or if undertaking any


business or operations which may appear likely to assist or benefit the Company or to enhance the value of or render more profitable any property, assets or business of the Company, or for any other purpose which may seem directly or indirectly calculated to benefit the Company.

4.10. To accumulate capital for any purposes of the Company, and to appropriate any of the Company's assets to specific purposes, either conditionally or unconditionally. Prior permission to be obtained from Revenue where it is intended to accumulate funds for a period in excess of two (2) years.

4.11. To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to the Company’s main objects, and to obtain from any such government authority or company, any charters, contracts, decrees, rights, privileges and concessions, and to carry out, exercise and comply with any such arrangements any charters, contracts, decrees, rights, privileges and concessions.

4.12. To raise or borrow money, and to secure the payment of money by the issue of or upon debentures or debenture stock, perpetual, terminable or otherwise, or bonds or other obligations, charged or not charged upon, or by mortgage, charge , hypothecation, lien or pledge of the whole or any part of the undertaking, property, assets and rights of the Company, both present and future, and generally in such other manner and on such terms as may seem expedient, and to issue any of the Company's securities, for such consideration and on such terms as may be thought fit, including the power to pay interest on any money so raised or borrowed: and also by a similar mortgage, charge, hypothecation, lien or pledge, to secure and guarantee the performance by the Company of any obligation or liability it may undertake, and to redeem or pay off any such securities.

4.13. To, create, maintain, invest and deal with any reserve or sinking funds for redemption of obligations of the Company, or for depreciation of works or stock, or any other purpose to advance the main object(s) of the Company.

4.14. 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 that 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


4.15. To promote freedom of contact and to resist, insure against, counteract and discourage interference therewith to join any lawful federation, union, association or party and to contribute to the funds thereof, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike movement or organisation which may be thought detrimental to the interest of the Company or its employees and to subscribe to any association or fund for any such purposes.

4.16. To procure the Company to be registered or recognised in any foreign country, colony, dependency or place.

4.17. To pay all or any expenses of, incidental to or incurred in connection with the formation and incorporation of the Company and the raising of its loan capital, or to contract with any person or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any debentures or securities of the Company.

4.18. To do all or any of the above things in any part of the world, as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, subcontractors or otherwise and either alone in partnership or conjunction with any person or company, and to contract for the carrying on of any operation connected with the Company's main object(s) by any person or company.

4.19. To do all such other things as may be deemed incidental or conducive to the attainment of the above main object(s).

And it is hereby declared that in the construction of this Clause, the word "company", except where used in reference to this Company, shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated and whether domiciled in Ireland or elsewhere, and words denoting the singular number only shall include the plural number and vice versa.

WINDING UP

5. If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company but shall be given or transferred to some other charitable institution or institutions having main objects similar to the main object(s) of the Company and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as imposed on the company under or by virtue of Clause 6 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.


INCOME AND PROPERTY

6. The income and property of the Company shall be applied solely towards the promotion of its main object(s) as set forth in this Memorandum of Association. No portion of the Company's income and properly shall be paid directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Company. No member of the National Executive Committee 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:

6.1. reasonable and proper remuneration to any member, or servant of the company (not being a member of the National Executive Committee or Officer) for any services rendered to the Company;

6.2. interest at a rate not exceeding 5% per annum on money lent by the National Executive Committee or other members of the Company to the Company;

6.3. reasonable and proper rent for premises demised and let by any member of the company (including any member of the National Executive Committee or Officer) to the company;

6.4. reasonable and proper out of pocket expenses incurred by any member of the Company in connection with attendance to any matter affecting the Company; or

6.5. fees, remuneration or other benefit in money's worth to any Company of which a member of the National Executive Committee or Officer may be a member holding not more than one hundredth part of the issued capital of such Company.

ADDITIONS, ALTERATIONS OR AMENDM ENTS

7. No addition, alteration or amendment shall be made to or in the provisions of this Memorandum of Association for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.

KEEPING ACCOUNTS

8. Annual audited accounts and accounting records shall be kept and made available to the Revenue Commissioners on request.

9. The liability of the members is limited.

10. Every member if the Company undertakes to contribute to the assets of the Company in the event of its being wound up while he/she is a member or within one year afterwards, for payment of debts and liabilities of the Company contracted before he/she ceases to be a member and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding One Euro.


THE COMPANIES ACT 2014

CONSTITUTION

OF

INSTITUTE OF GUIDANCE COUNSELLORS

COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

(As amended by Special Resolution dated 28th day of February 2016)

PRELIMINARY

The following Regulations shall apply to the company:

1. The provisions of the Companies Act 2014 are adopted and shall apply save in so far as they are excluded or verified hereby.

2. In these Articles:

"the Act" means the Companies Act, 2014.

“the Branch” means a unit of the Company comprising members within a geographical area or place of work as approved from time to time by the National Executive Committee.

"ByeLaws" means byelaws made by the National Executive Committee under these Articles.

“the Code of Ethics” means a code of ethics and professional responsibility adopted by the National Executive Committee;

"the members of the National Executive Committee " means the Directors for the time being of the Company or the Directors present at a meeting of the National Executive Committee and includes any person occupying the position of Director by whatever name called;

“the National Executive Committee” means the Board of Directors, and references to the National Executive Committee members are to be construed accordingly;

"the National Secretary" means any person appointed to perform the duties of the Secretary of the Company;


“The Officers” means the President, VicePresident, National Secretary, National Treasurer and the National Public Relations Officer.

“The President” means the President of the Company and the National Executive Committee and constitutes the Chairman of the Board of Directors in the context of the Act.

"the Seal" means the Common Seal of the Company;

"the office" means the registered office for the time being of the Company.

Expressions referring to writing shall, unless the contrary intention appears, be construed as including reference to printing, lithography, electronic media, photography and any other modes of representing or reproducing words in a visible form.

Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company

MEMBERS

3. The number of members with which the Company proposes to be registered is 20 but the National Executive Committee may from time to time register an increase of members.

4. The subscribers to the Memorandum of Association and such other persons as the National Executive Committee shall admit to membership shall be members of the Company.

5. Any person being desirous of being enrolled as a Member shall:

5.1. Agree to abide by the Company’s Constitution and Code of Ethics;

5.2. Undertake to pay the sum of One Euro into the funds of the Company in the event of it being wound up;

5.3. Make an application in the form from time to time prescribed by the Company;

5.4. Pay the prescribed membership fee;

5.5. Provide evidence of attendance at counselling supervision for the first five years following acceptance as a member in the case of persons practising as guidance counsellors.

6. Membership fees shall be fixed annually by the Annual General Meeting. Annual fees shall be payable in advance and shall become due on the first day of November in each year.


7. The rights and liabilities attaching to any membership of the Company may be varied from time to time by a Special Resolution of the Company.

GENERAL MEETINGS

8. All general meetings of the Company shall be held in the State.

9.

9.1. Subject to Article 9.2, the Company shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings 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.

9.2. 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.

9.3. The Annual General Meeting shall be held at such time and at such place in the State as the National Executive Committee shall appoint.

10. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

11. The National Executive Committee may, whenever it thinks fit, convene an Extraordinary General Meeting and Extraordinary General Meetings may also be convened by two thirds of the Branches, or in default may be convened by such requisitions as provided by Section 178 of the Act. If at any time there are not within the State sufficient members of the National Executive Committee to form a quorum any member of the National Executive Committee or any two members of Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the National Executive Committee.

NOTICE OF GENERAL MEETINGS

12. Subject to Sections 181 and 191 of the Act an Annual General Meeting and a meeting called for by passing of a special resolution shall be called by 21 days’ notice in writing at the least and a meeting of the Company (other than an Annual General Meeting or a meeting for the passing of a special resolution) shall be called by 14 days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of meeting and in the case of special business the general nature of that business, and shall be given in the manner hereinafter mentioned to such persons as are


under these Articles of the company entitled to receive notices from the company.

13. The accidental omission to give notice of a meeting to or the non receipt of notices of a meeting by any person entitled to receive the notice shall not invalidate the proceeding at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

14. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the Company’s statutory financial statements and the reports of the National Executive Committee and Auditors, the election of the National Executive Committee in the place of those retiring, the reappointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

15. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, twenty five members present in person shall be a quorum.

16. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved: in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the National Executive Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

17. The President, or in his/her absence the Vice President shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he/she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the National Executive Committee present shall elect one of their number to be chairman of the meeting.

18. If at any meeting no member of the National Executive Committee is willing to act as chairman or if no member of the National Executive Committee is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their numbers to be chairman of the meeting.

19. The chairman may with the consent of any 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 any adjourned meeting other that the business left unfinished at the meeting at which the adjournment took place. When a


meeting is adjourned for 30 days or more notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

20. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

20.1. by the chairman, or

20.2. by at least three members present , or

20.3. by any member or members present and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting.

21. Unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the book containing the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

22. Except as provided in Article 24 if a poll is duly demanded it shall be taken in such a manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

23. Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

24. 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 questions shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has demanded may be preceded with pending the taking of the poll.

25. Subject to Section 191 of the Act, a resolution in writing signed by all members for the time being entitled to attend and vote on such resolution at a General Meeting shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.

26. Every member entitled to vote shall have one vote.


27. No member shall be entitled to vote at any general meeting unless all moneys immediately payable by him/her to the Company have been paid.

28. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the objection is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.

29. Votes may be given only in person.

ANNUAL SUBSCRIPTIONS

30. The National Executive Committee shall be entitled from time to time to determine any annual subscriptions or membership fees to be payable by any member of the Company. Such subscriptions or membership fees shall be payable in advance of the 1st day of November in each year. A person becoming a member of the Company after the 1st day of November in any year may be required by the National Executive Committee 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 1st day of November in any year that member shall not be entitled to any rebate of his/her Annual Subscription paid for that year. The terms and conditions attached to Life Subscriptions shall be determined by the National Executive Committee in their absolute discretion from time to time.

OFFICERS OF THE COMPANY

31. The President and VicePresident shall be elected to hold office for a continuous two year term and shall be eligible for reelection to these posts for one further consecutive term. After completing the specific period, the office holders shall be ineligible for reelection to these posts for a period of six years.

32. Each Branch shall have the right to nominate one person for the position of President and one for the position of VicePresident. The names of nominees must be sent to the National Secretary by the Branch Secretary three months prior to the Annual General Meeting.

33. The outgoing President may remain as a nonvoting member of the National Executive Committee until the morning session of the first National Executive Meeting after the Annual General Meeting following the cessation of his/her term of office and shall thereafter be ineligible to become a member of the National Executive in any capacity for a period of two terms.


34. The outgoing Vice President shall be ineligible to become a member of the National Executive in any capacity for a period of two terms, except in the role of President.

35. The election of the President and VicePresident shall be decided by a postal ballot of all eligible members.

36. The ballot shall take place by the 1st May of the year in which the office falls vacant, and the candidates elected shall assume office on the 1st July of that year.

37. In the event of the office of President becoming vacant, the Vice President shall assume the office of President and shall complete the remainder of the term of office. The National Executive Committee at its next meeting shall elect a new Vice President from amongst its members.

38. In the event of the offices of President and Vice President becoming vacant simultaneously, the National Executive Committee shall, at its next meeting, elect a new President and Vice President from among its members to complete the remainder of the terms of both offices.

39. Following consultation with the Branch where a newly elected President or VicePresident is a member, the National Executive Committee shall coopt a member from the relevant branch to fill each vacancy arising.

40. In circumstances where Articles 37 or 38 apply, the persons so elected as President and/or VicePresident shall be entitled to serve a further period of two terms in these offices if so elected.

THE NATIONAL EXECUTIVE COMMITTEE (BOARD OF DIRECTORS)

41. The number of Directors referred to as the members of the National Executive Committee and the names of the first Directors shall be determined in writing by the subscribers to the Memorandum of Association or a majority of them.

42. The National Executive Committee shall consist of the President and the VicePresident of the Company and at least one representative from each Branch.

43. Members of the National Executive Committee shall hold office for two years from the date of appointment, unless previously removed from office. They shall be eligible for reappointment, but no person shall hold office for more than three successive periods of appointment

44. The National Executive Committee shall select from its members persons to fill the position of the National Secretary, National Treasurer and National Public Relations Officer.


RESIGNATION, CESSATION AND EXPULSION FROM MEMBERSHIP

45. A member of any class may by notice in writing to the Secretary of the Company resign his membership of the Company.

46. Membership of the Company shall automatically cease on:

46.1. any member's death.

46.2. failure to pay the annual membership fee one month prior to the holding of the annual General Meeting in the academic year in which the membership fee falls due

47. If any member shall refuse or wilfully neglect to comply with any of these Articles of Association or shall have been guilty of such conduct as in the opinion of the National Executive Committee either shall have rendered him/her unfit to remain a Member of the Company or shall be injurious to the Company or if the National Executive Committee shall for any other good reason require that a member shall be expelled such members may by a resolution of the National Executive Committee be expelled from membership provided that he/she shall have been given notice of the intended resolution for his/her expulsion and shall have been afforded an opportunity giving orally or in writing to the National Executive Committee any explanation or defence as he/she may think fit.

48. Notice under Article 47 shall be deemed to have been served if it is sent by post in accordance with the provisions set out in Article 90 of these Articles whether or not it is actually received by the member intended to be served with such notice.

BORROWING POWERS

49. The National Executive Committee may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

POWERS AND DUTIES OF THE NATIONAL EXECUTIVE COMMITTEE

50.

50.1 The AGM shall be the supreme governing body of the

Company.

50.2 The day-to-day business and the affairs of the Company shall be managed by the National Executive Committee, which may exercise all such powers of the Company as are not by the Act or Articles required to be exercised by the Company in general meeting subject nevertheless to the provision of the Act and these Articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the Company in general meeting, but no direction given by the Company in general meeting shall invalidate any prior act of the National Executive Committee which would have been valid if that direction has not been given.

51. The National Executive Committee may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the National Executive Committee to be the attorney or attorneys of the Company for such purposes and with powers, authorities and discretions (not exceeding those vested in or exercisable by the National Executive Committee and under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the National Executive Committee may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in it.

52. Without prejudice to the general powers and authorities conferred by these Articles or any statute on the National Executive Committee, the National Executive Committee is hereby empowered to make, vary and repeal all such ByeLaws as it may deem necessary or expedient or convenient for the proper conduct and management of the affairs of the Company. The National Executive Committee shall adopt such means as it deems sufficient to bring to the notice of the members all such ByeLaws and variations and repeals thereof, and all such byelaws so long as they are in force shall be binding upon all the members of the Institute, provided always that no ByeLaws shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Company or constitute such an amendment of or addition to these Articles as could lawfully be made only by special resolution

53. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the National Executive Committee shall from time to time by resolution determine.

54. The National Executive Committee may at any time constitute sub committees for a specific purpose or otherwise and may regulate as it thinks fit the procedure, powers, quorum and membership of each such committee. Such constitution and regulation may be effected by resolution of the National Executive Committee and/or by ByeLaws made pursuant to these Articles.

55. The National Executive Committee may from time to time by resolution and subject to ratification by members of the Company at a General Meeting make or alter or revoke ByeLaws comprising rules and other requirements (including, without limitation, the Code of Ethics) which will be binding on members of the Company. Notice of the making, alteration or revocation of any ByeLaw shall be published or given in such manner as the National Executive Committee may from time to time determine.

56. No ByeLaws made shall operate so as to abrogate, modify or vary any provisions contained in the Memorandum of Association of the Company or these Articles, and in the case of any conflict or inconsistency the Memorandum and Articles shall prevail.

57. The National Executive Committee shall cause minutes to be made in books provided for the purpose:

57.1. of all appointments of officers made by the National Executive Committee;

57.2. of the names of the members of the National Executive Committee present at each meeting of the National Executive Committee and of any subcommittee of the National Executive Committee;

57.3. of all resolutions and proceedings at all meetings of the Company, and the National Executive Committee and of sub committees of the National Executive Committee.

DISQUALIFICATION OF DIRECTORS/ MEMBERS OF THE NATIONAL

EXECUTIVE COMMITTEE

58. The office of member of the National Executive Committee shall be vacated if such member:

58.1. holds any office or place of profit under the Company; or

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

58.3. becomes disqualified or restricted from being a Director or has given a disqualification or restriction undertaking; or

58.4. becomes of unsound mind; or

58.5. resigns his/her office by notice in writing to the Company; or

58.6. is convicted of an indictable offence unless the National Executive Committee otherwise determine; or

58.7. is directly or indirectly interested in any contract with the Company and fails to declare the nature of his/her interest in the manner required by section 231 of the Act.

VOTING ON CONTRACTS

59. A member of the National Executive Committee may not vote in respect of any contract in which he/she is interested or any matter arising therefrom.


ROTATION OF DIRECTORS/ MEMBERS OF THE NATIONAL EXECUTIVE

COMMITTEE

60. At the first Annual General Meeting of the Company, all the Directors shall retire from office and at the Annual General Meeting in every subsequent year onethird of the members of the National Executive Committee for the time being, or if their number is not three or a multiple of three, then the number nearest onethird, shall retire from office.

61. No member of the National Executive Committee may serve consecutively for more than three twoyear terms.

62. The members of the National Executive Committee to retire in every year shall be those who have been longest in office since the last election, but as between persons who became members of the National Executive Committee on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.

63. A retiring member of the National Executive Committee shall be eligible for reelection.

64. The Company, at the meeting at which a member of the National Executive Committee retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default the retiring member of the National Executive Committee shall, if offering him/herself for re election, be deemed to have been reelected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the reelection of such member of the National Executive Committee has been put to the meeting and lost.

65. No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for reelection to the office of Director at any general meeting unless, not less than three nor more than 21 days before the date appointed for the meeting, there has been left at the office notice in writing, signed by a Member duly qualified to attend and vote at the meeting for which notice is given, of his intention to propose such a person for election, and also notice in writing signed by that person of his willingness to be elected.

66. The Company may from time to time by ordinary resolution increase or reduce the number of members of the National Executive Committee, and may also determine in what rotation the increased or reduced number is to go out of office.

67. The National Executive Committee shall have power at any time, and from time to time, to appoint any person to be a member of the National Executive Committee either to fill a casual vacancy or as an addition to the existing members of the National Executive Committee, but so that the total number of members of the National Executive Committee shall


not at any time exceed the number fixed in accordance with these Articles. Any member of the National Executive Committee so appointed shall hold office only until the next Annual General Meeting, and shall then be eligible for reelection, but shall not be taken into account in determining the members of the National Executive Committee who are to retire by rotation at such meeting.

68. The Company may by ordinary resolution of which extended notice has been given in accordance with Section 146 of the Act remove any member of the National Executive Committee before the expiration of his/her period of office, notwithstanding anything in these Articles or in any agreement between the Company and such member of the National Executive Committee. Such removal shall be without prejudice to any claim such member of the National Executive Committee may have for damages for breach of any contract of service between him and the Company.

69. The Company may by ordinary resolution appoint another person in place of a member of the National Executive Committee removed from office. Without prejudice to the powers of the National Executive Committee under Article 67 the Company in general meeting may appoint any person to be a Director, either to fill a casual vacancy or as additional member of the National Executive Committee. A person appointed in place of a Director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he/she had become a member of the National Executive Committee on the day on which the member in whose place he/she is appointed was last elected a member of the National Executive Committee.

PROCEEDINGS OF THE NATIONAL EXECUTIVE COMMITTEE

70. The National Executive Committee may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is any equality of votes, the chairman shall have a second or casting vote. A member of the National Executive Committee may, and the Secretary on the requisition of a member of the National Executive Committee shall, at any time summon a meeting of the National Executive Committee. If the National Executive Committee so resolve it shall not be necessary to give notice of a meeting of the National Executive Committee to any member of the National Executive Committee who being resident in the State is for the time being absent from the State.

71. The quorum necessary for the transaction of the business of the National Executive Committee may be fixed by the National Executive Committee, and unless so fixed shall be seven.

72. The continuing members of the National Executive Committee may act notwithstanding any vacancy in their number if and so long as their


number is reduced below the number fixed by or pursuant to the Articles of the Company as the necessary quorum of the National Executive Committee, the continuing members of the National Executive Committee may act for the purpose of increasing the number of members of the National Executive Committee to that number or of summoning a general meeting of the Company, but for no other purpose.

73. The chairman of the National Executive Committee meetings shall be nominated by the Committee from among its members and the National Executive Committee shall determine the period for which he/she is to hold office; if no such chairman is elected or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same, the members of the National Executive Committee present may choose one of their number to be chairman of the meeting.

74. The National Executive Committee may delegate any of its powers to subcommittees consisting of such member or members of the National Executive Committee as it thinks fit; any subcommittee so formed shall, in exercise of the powers so delegated, conform to any regulations that may be imposed on it by the National Executive Committee.

75. A subcommittee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 15 minutes after the time appointed for holding the same the members present may choose one of their numbers to be chairman of the meeting.

76. A subcommittee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and when there is an equality of votes, the chairman shall have a second or casting vote.

77. All acts done by any meeting of the members of the National Executive Committee or of a subcommittee of the National Executive Committee or by any person acting as a member of the National Executive Committee or an Officer shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the National Executive Committee or an Officer or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the National Executive Committee or an Officer.

78. A resolution in writing, signed by all the members of the National Executive Committee for the time being entitled to receive notice of a meeting of the National Executive Committee, shall be as valid as if it had been passed at a meeting of the National Executive Committee duly convened and held.


SECRETARY

79. The Secretary shall be appointed by the members of the National Executive Committee for such term and upon such conditions as they think fit; and any Secretary so appointed may be removed by them.

80. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a member of the National Executive Committee and the Secretary shall not be satisfied by its being done by or to the same person acting both as a member of the National Executive Committee and as, or in place of, the Secretary.

THE SEAL

81. The seal shall be used only by the authority of the members of the National Executive Committee or of a subcommittee of the National Executive Committee authorised by the National Executive Committee in that behalf, and every instrument to which the seal shall be affixed shall be signed by a member of the National Executive Committee and shall be countersigned by the Secretary or by a second member of the National Executive Committee or by some other person appointed by the National Executive Committee for that purpose.

ACCOUNTING RECORDS

82. The National Executive Committee shall, in accordance with Chapter 2 of Part 6 and Chapter 5 of Part 18 of the Act, cause adequate accounting records whether in the form of documents, electronic form or otherwise to be kept relating to:

82.1. all sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;

82.2. all sales and purchases of goods by the Company; and

82.3. the assets and liabilities of the company.

83. Adequate accounting records shall be deemed to have been maintained if they comply with section 282 of the Act and explain the company's transactions and facilitate the preparation of financial statements that give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company.

84. The accounting records shall be kept at the office or, subject to section 282 of the Act, at such other place as the National Executive Committee thinks fit and shall at all reasonable times be open to the inspection of the members of the National Executive Committee.

85. The National Executive Committee 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 accounting records of the Company or any of them shall be open to the inspection of the members not being members of the National Executive Committee, and no member (not being a member of the National Executive Committee) shall have any right of inspecting any account or accounting records or document except as conferred by statute or authorised by the National Executive Committee or by the Company in general meeting.

86. The National Executive Committee shall from time to time in accordance with the provisions of the Act cause to be prepared and to be laid before the Annual General Meeting of the Company such statutory financial statements of the Company and reports as are required by the provisions of the Act to be prepared and laid before the Annual General Meeting of the Company.

87. A copy of every statutory financial statement of the Company (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 National Executive Committee 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

88. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

NOTICES

89. A notice may be given by the Company to any member either personally or by sending it by post to him/her to his/her registered address. Where a notice is sent by post, service of the notice shall be deemed to be by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of the notice of a meeting at the expiration of 24 hours after the letter containing the same is emailed or posted, and in any other case at which the letter would be delivered in the ordinary course of post.

90. Notice of every general meeting shall be given in any manner hereinbefore authorised to:

90.1. every member

90.2. the Auditors for the time being of the Company.


No other person shall be entitled to receive notices of general meetings.