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proposals for the ARTICLES AND RULES OF THE ASSOCIATION
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MEMBERS
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Annual membership is open to other
individuals who pay the appropriate subscription fee and who
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agree to abide by and support the Objects
of the Association;
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apply to the Association in the form
required by the Officers; and are approved by the Officers;
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the Officers may only refuse an
application for membership if, when acting reasonably and properly, they
consider it to be in the best interests of the Association to refuse the
application;
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the Officers must inform the applicant in
writing of the reasons for the refusal within twenty-one days of the
decision;
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the Officers must consider any written
representations the applicant may make about the decision; the Officers'
decision following any written representations must be notified to the
applicant in writing but shall be final;
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Membership is not transferable to anyone
else.
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CLASSES OF MEMBERSHIP
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The Officers may establish classes of
membership with different rights and obligations and shall record the
rights and obligations in the register of members.
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TERMINATION OF MEMBERSHIP
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Membership is terminated if:
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the member dies;
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the member resigns by written notice
to the Association unless, after the resignation, there would be
less than two members;
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any sum due from the member to the
Association is not paid in full within five months of it falling
due;
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The member is removed from membership
by a resolution of the Officers that it is in the best interests of
the Association that his or her membership is terminated. A
resolution to remove a member from membership may only be passed if:
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the member has been given at least
twenty-one days' notice in writing of the meeting of the
Officers at which the resolution will be proposed and the
reasons why it is to be proposed;
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The member or, at the option of
the member, the member's representative (who need not be a
member of the Association) has been allowed to make
representations to the meeting.
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GENERAL MEETINGS
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The Association must hold its first annual
general meeting within eighteen months after the date of its formation.
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An annual general meeting must be held in
each subsequent year and not more than fifteen months may elapse between
successive annual general meetings.
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All general meetings other than annual
general meetings shall be called ordinary general meetings.
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The Officers may call an ordinary general
meeting at any time.
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NOTICE OF GENERAL MEETINGS
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The date of General Meetings shall be
published on the Association web site.
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The minimum periods of notice required to
hold a general meeting of the Association are:
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twenty-one clear days for an annual
general meeting or an extraordinary general meeting called for the
passing of a special resolution;
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seven clear days for all other
ordinary general meetings.
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A general meeting may be called by shorter
notice if it is so agreed:
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in the case of an annual general meeting,
by all the members of the elected committee;
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in the case of an extraordinary general
meeting, by a majority of the elected committee.
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The notice must specify the date time and
place of the meeting and the general nature of the business to be
transacted. If the meeting is to be an annual general meeting, the
notice must say so.
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The notice must be given to all the
members and to the Officers. Publication of the date of General Meetings
on the Association web site in accordance with condition 5a and 5b shall
be considered as satisfying this requirement.
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The proceedings at a meeting shall not be
invalidated because a person who was entitled to receive notice of the
meeting did not receive it because of an accidental omission by the
Association.
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PROCEEDINGS AT GENERAL MEETINGS
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No business shall be transacted at any
general meeting unless a quorum is present.
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A quorum is:
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Twelve members entitled to vote upon
the business to be conducted at the meeting.
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If a quorum is not present within half an
hour from the time appointed for the meeting; or during a meeting a
quorum ceases to be present, the meeting shall be adjourned for 30
minutes.
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If no quorum is present at the reconvened
meeting with fifteen minutes of the time specified for the start of the
meeting the members present at that time shall constitute the quorum for
that meeting.
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General meetings shall be chaired by the
person who has been appointed to chair meetings of the Officers.
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If there is no such person or he or she is
not present within fifteen minutes of the time appointed for the meeting
an Officer nominated by the Officers shall chair the meeting.
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If there is only one Officer present and
willing to act, he or she shall chair the meeting.
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If no Officer is present and willing to
chair the meeting within fifteen minutes after the time appointed for
holding it, the members present and who are entitled to vote must choose
one of their number to chair the meeting.
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Any vote at a meeting shall be decided by
a show of hands unless before, or on the declaration of the result a
poll is requested:
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by the person chairing the meeting; or
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by at least two members having the
right to vote at the meeting.
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The declaration by the person who is
chairing the meeting of the result of a vote shall be conclusive unless
a poll is demanded.
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The result of the vote must be recorded in
the minutes of the Association but the number or proportion of votes
cast need not be recorded.
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If there is an equality of votes, whether
on a show of hands or on a poll, the person who is chairing the meeting
shall have a casting vote in addition to any other vote he or she may
have.
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VOTES OF MEMBERS
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Subject to Articles 6 i) and the next
paragraph, every member, whether an individual or an organisation shall
have one vote.
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No member shall be entitled to vote
at any general meeting or at any adjourned meeting if he or she owes any
money to the Association
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Any organisation that is a member of the
Association may nominate any person to act as its representative at any
meeting of the Association. The organisation must give written notice to
the Association of the name of its representative. The nominee shall not
be entitled to represent the organisation at any meeting unless the
notice has been received by the Association. The nominee may continue to
represent the organisation until written notice to the contrary is
received by the Association.
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COMMITTEE OFFICERS
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An Officer must be a natural person aged
18 years or older.
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Officers shall be elected at the AGM for a
period of two years except in the first year of introduction of these
rules when, to comply with rule 8c, fifty percent of the Officers shall
be elected for one year
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Fifty percent of the Officers shall stand
down every alternate year on a rotational basis.
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Retiring Officers may put themselves
forward for re-election.
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The number of Officers shall be not less
than two but and shall not be subject to any maximum.
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The Officers may appoint (co-opt) a person
who is willing to act to be an Officer provided that the co-opted
persons stands for election at the next AGM.
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POWERS OF COMMITTEE OFFICERS
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The Officers shall manage the business of
the Association and may exercise all the powers of the Association
unless they are subject to any restrictions imposed by these rules or
any special resolution.
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No alteration of these rules or any
special resolution shall have retrospective effect to invalidate any
prior act of the Officers.
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Any meeting of Officers at which a quorum
is present at the time the relevant decision is made may exercise all
the powers exercisable by the Officers.
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A Quorum of the Committee shall number
three elected Officers unless the total number of serving Officers is
below three, in which case two Officers shall be the Quorum.
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MINUTES
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The Officers must keep minutes of all:
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appointments of the Officers;
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proceedings at meetings of the
Association;
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meetings of the Officers and
committees of Officers including:
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the names of the Officers present
at the meeting;
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he decisions made at the meetings; and
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where appropriate the reasons
for the decisions.
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ACCOUNTS
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The financial shall commence on the 1st
of January and close on the 31st January.
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The Officers must prepare for each
financial year accounts. The accounts must be prepared to show a true
and fair view and follow accounting standards and recommended practice.
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The Accounts shall be presented at the
Annual General Meeting.
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BYELAWS
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The Officers may from time to time make
such reasonable and proper bye laws as they may deem necessary or
expedient for the proper conduct and management of the Association.
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The bye laws shall be binding on all
members of the Association. No bye law shall be inconsistent with, or
shall affect or repeal anything contained in the memorandum or these
rules or the Objects of the Association.
We, the persons whose names and addresses are
written below, propose that the Constitution of The Prince of
Wales’s Leinster Regiment (Royal Canadians) Regimental Association
is replaced with the Memorandum of Association and these Articles
of the Association
(Names and addresses of officers)
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